Common use of AUDITED AND UNAUDITED FINANCIAL STATEMENT Clause in Contracts

AUDITED AND UNAUDITED FINANCIAL STATEMENT. Prior to the Closing Date, the Administrative Agent and each of the Lenders shall have received: (a) the financial statements of TAL Group and its Consolidated Subsidiaries as of December 31, 2013 and the consolidated 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 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 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); (b) the completed and filed 2013 Form 10K of TAL Group; and (c) the balance sheet of TAL Group and its Consolidated Subsidiaries as of June 30, 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 Closing Effective Date, the Administrative Agent and each of the Lenders shall have received: (ai) the consolidated audited financial statements of TAL Group and its Consolidated Subsidiaries as for each of December 31, 2013 its three most recently ended fiscal years and the consolidated related 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 year 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 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); , (bii) the completed and filed 2013 2011 Form 1010 K of TAL Group; , and (ciii) the unaudited balance sheet of TAL Group and its Consolidated Subsidiaries as of June September 30, 2014 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 Closing Restatement Effective Date, the Administrative Agent and each of the Lenders shall lenders have received: (ai) the financial statements of TAL Group and its Consolidated consolidated Subsidiaries (and their respective predecessors) as of December 31, 2013 2004 and the consolidated balance sheet of TAL Group and its 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 year 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 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); (b) the completed and filed 2013 Form 10K of TAL Group; , and (cii) the balance sheet of TAL Group and its Consolidated consolidated Subsidiaries as of June 30March 31, 2014 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 Closing Date, the Administrative Agent Loan Servicer and each of the Lenders shall lenders have received: (ai) the financial statements of TAL Group and its Consolidated consolidated Subsidiaries (and its respective predecessors) as of December 31, 2013 2005 and the consolidated balance sheet of TAL Group and its 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 year 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 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); (b) the completed and filed 2013 Form 10K of TAL Group; , and (cii) the balance sheet of TAL Group and its Consolidated consolidated Subsidiaries as of June 30March 31, 2014 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 Closing Effective Date, the Administrative Agent and each of the Lenders shall have received: (ai) the consolidated audited financial statements of TAL Group and its Consolidated Subsidiaries as for each of December 31, 2013 its three most recently ended fiscal years and the consolidated related 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 year 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 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); , (bii) the completed and filed 2013 2010 Form 1010 K of TAL Group; , and (ciii) the unaudited balance sheet of TAL Group and its Consolidated Subsidiaries as of June September 30, 2014 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 Closing Effective Date, the Administrative Agent and each of the Lenders shall have received: (ai) the financial statements of TAL Group and its Consolidated Subsidiaries as of December 31, 2013 2006 and the consolidated balance sheet of TAL Group and its 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 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 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); , (bii) the completed and filed 2013 2006 Form 1010 K of TAL Group; , and (ciii) the balance sheet of TAL Group and its Consolidated Subsidiaries as of June 30March 31, 2014 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.