Common use of AUDITED AND UNAUDITED FINANCIAL STATEMENT Clause in Contracts

AUDITED AND UNAUDITED FINANCIAL STATEMENT. Prior to the Effective Date, the Administrative Agent and each of the Lenders shall have received: (i) the consolidated audited financial statements of TAL Group and its Consolidated Subsidiaries for each of its three most recently ended fiscal years and the related balance sheet of TAL Group and its Consolidated Subsidiaries (and its respective predecessors), and the related consolidated statements of income and shareholder’s equity and statement of cash flows for the fiscal years then ended, together with a certification by an Independent Accountant reasonably acceptable to the Administrative Agent, to the effect that such statements fairly present in all material respects the consolidated financial condition of TAL Group and its Consolidated Subsidiaries (and its respective predecessors) as of the dates indicated and the results of their consolidated operations and changes in financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years except as disclosed therein (which report shall be without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), (ii) the completed and filed 2011 Form 10 K of TAL Group, and (iii) the unaudited balance sheet of TAL Group and its Consolidated Subsidiaries as of September 30, 2012 and the related consolidated statements of income for such fiscal quarter and the related consolidated statements of cash flows for the elapsed portion of the fiscal year ended with the last day of such fiscal quarter, all of which shall be certified by the chief financial officer or other Authorized Officer that they fairly present in all material respects in accordance with GAAP the consolidated financial condition of TAL Group and its Consolidated Subsidiaries as of the dates indicated and the consolidated results of their operations and/or changes in their cash flows for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes.

AUDITED AND UNAUDITED FINANCIAL STATEMENT. Prior to the Effective Date, the Administrative Agent and each of the Lenders shall have received: (i) the consolidated audited financial statements of TAL Group and its Consolidated Subsidiaries for each of its three most recently ended fiscal years and the related balance sheet of TAL Group and its Consolidated Subsidiaries (and its respective predecessors), and the related consolidated statements of income and shareholder’s equity and statement of cash flows for the fiscal years then ended, together with a certification by an Independent Accountant reasonably acceptable to the Administrative Agent, to the effect that such statements fairly present in all material respects the consolidated financial condition of TAL Group and its Consolidated Subsidiaries (and its respective predecessors) as of the dates indicated and the results of their consolidated operations and changes in financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years except as disclosed therein (which report shall be without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), (ii) the completed and filed 2011 2010 Form 10 K of TAL Group, and (iii) the unaudited balance sheet of TAL Group and its Consolidated Subsidiaries as of September 30, 2012 2011 and the related consolidated statements of income for such fiscal quarter and the related consolidated statements of cash flows for the elapsed portion of the fiscal year ended with the last day of such fiscal quarter, all of which shall be certified by the chief financial officer or other Authorized Officer that they fairly present in all material respects in accordance with GAAP the consolidated financial condition of TAL Group and its Consolidated Subsidiaries as of the dates indicated and the consolidated results of their operations and/or changes in their cash flows for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes.

AUDITED AND UNAUDITED FINANCIAL STATEMENT. Prior to the Restatement Effective Date, the Administrative Agent and each of the Lenders shall lenders have received: (i) the consolidated audited financial statements of TAL Group and its Consolidated consolidated Subsidiaries for each (and their respective predecessors) as of its three most recently ended fiscal years December 31, 2004 and the related consolidated balance sheet of TAL Group and its Consolidated consolidated Subsidiaries (and its their respective predecessors), and the related consolidated statements of income and shareholder’s 's equity and statement of cash flows for the fiscal years two months then ended, together with a certification by an Independent Accountant reasonably acceptable to the Administrative Agent, to the effect that such statements fairly present in all material respects the consolidated financial condition of TAL Group and its Consolidated consolidated Subsidiaries (and its their respective predecessors) as of the dates indicated and the results of their consolidated operations and changes in financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years except as disclosed therein (which report shall be without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit), and (ii) the completed and filed 2011 Form 10 K of TAL Group, and (iii) the unaudited balance sheet of TAL Group and its Consolidated consolidated Subsidiaries as of September 30March 31, 2012 2005 and the related consolidated statements of income for such fiscal quarter and the related consolidated statements of shareholder's equity and cash flows for the elapsed portion of the fiscal year ended with the last day of such fiscal quarter, all of which shall be certified by the chief financial officer or other Authorized Officer of TAL Group that they fairly present in all material respects in accordance with GAAP the consolidated financial condition of TAL Group and its Consolidated consolidated Subsidiaries as of the dates indicated and the consolidated results of their operations and/or changes in their cash flows for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes.

AUDITED AND UNAUDITED FINANCIAL STATEMENT. Prior to the Effective Closing Date, the Administrative Agent and each of the Lenders shall have received: (ia) the consolidated audited financial statements of TAL Group and its Consolidated Subsidiaries for each as of its three most recently ended fiscal years December 31, 2013 and the related consolidated balance sheet of TAL Group and its Consolidated consolidated Subsidiaries (and its respective predecessors), and the related consolidated statements of income and shareholder’s equity and statement of cash flows for the fiscal years year then ended, together with a certification by an Independent Accountant reasonably acceptable to the Administrative Agent, to the effect that such statements fairly present in all material respects the consolidated financial condition of TAL Group and its Consolidated consolidated Subsidiaries (and its respective predecessors) as of the dates indicated and the results of their consolidated operations and changes in financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years except as disclosed therein (which report shall be without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), ; (iib) the completed and filed 2011 2013 Form 10 10K of TAL Group, ; and (iiic) the unaudited balance sheet of TAL Group and its Consolidated Subsidiaries as of September June 30, 2012 2014 and the related consolidated statements of income for such fiscal quarter and the related consolidated statements of cash flows for the elapsed portion of the fiscal year ended with the last day of such fiscal quarter, all of which shall be certified by the chief financial officer or other Authorized Officer that they fairly present in all material respects in accordance with GAAP the consolidated financial condition of TAL Group and its Consolidated Subsidiaries as of the dates indicated and the consolidated results of their operations and/or changes in their cash flows for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes.

AUDITED AND UNAUDITED FINANCIAL STATEMENT. Prior to the Effective Closing Date, the Administrative Agent Loan Servicer and each of the Lenders shall lenders have received: (i) the consolidated audited financial statements of TAL Group and its Consolidated consolidated Subsidiaries for each (and its respective predecessors) as of its three most recently ended fiscal years December 31, 2005 and the related consolidated balance sheet of TAL Group and its Consolidated consolidated Subsidiaries (and its respective predecessors), and the related consolidated statements of income and shareholder’s 's equity and statement of cash flows for the fiscal years two months then ended, together with a certification by an Independent Accountant reasonably acceptable to the Administrative AgentLoan Servicer (acting at the direction of the Majority Lenders), to the effect that such statements fairly present in all material respects the consolidated financial condition of TAL Group and its Consolidated consolidated Subsidiaries (and its respective predecessors) as of the dates indicated and the results of their consolidated operations and changes in financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years except as disclosed therein (which report shall be without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit), and (ii) the completed and filed 2011 Form 10 K of TAL Group, and (iii) the unaudited balance sheet of TAL Group and its Consolidated consolidated Subsidiaries as of September 30March 31, 2012 2006 and the related consolidated statements of income for such fiscal quarter and the related consolidated statements of shareholder's equity and cash flows for the elapsed portion of the fiscal year ended with the last day of such fiscal quarter, all of which shall be certified by the chief financial officer or other Authorized Officer of TAL Group that they fairly present in all material respects in accordance with GAAP the consolidated financial condition of TAL Group and its Consolidated consolidated Subsidiaries as of the dates indicated and the consolidated results of their operations and/or changes in their cash flows for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes.

AUDITED AND UNAUDITED FINANCIAL STATEMENT. Prior to the Effective Date, the Administrative Agent and each of the Lenders shall have received: (i) the consolidated audited financial statements of TAL Group and its Consolidated Subsidiaries for each as of its three most recently ended fiscal years December 31, 2006 and the related consolidated balance sheet of TAL Group and its Consolidated consolidated Subsidiaries (and its respective predecessors), and the related consolidated statements of income and shareholder’s 's equity and statement of cash flows for the fiscal years year then ended, together with a certification by an Independent Accountant reasonably acceptable to the Administrative Agent, to the effect that such statements fairly present in all material respects the consolidated financial condition of TAL Group and its Consolidated consolidated Subsidiaries (and its respective predecessors) as of the dates indicated and the results of their consolidated operations and changes in financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years except as disclosed therein (which report shall be without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit), (ii) the completed and filed 2011 2006 Form 10 K of TAL Group, and (iii) the unaudited balance sheet of TAL Group and its Consolidated Subsidiaries as of September 30March 31, 2012 2007 and the related consolidated statements of income for such fiscal quarter and the related consolidated statements of cash flows for the elapsed portion of the fiscal year ended with the last day of such fiscal quarter, all of which shall be certified by the chief financial officer or other Authorized Officer that they fairly present in all material respects in accordance with GAAP the consolidated financial condition of TAL Group and its Consolidated Subsidiaries as of the dates indicated and the consolidated results of their operations and/or changes in their cash flows for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes.