Common use of Facility and Facility Operations Clause in Contracts

Facility and Facility Operations. (1) Included as SCHEDULE 2(F)(1) to the Disclosure Memorandum are copies of the leases (the "Schools Facility Leases") pursuant to which the Schools' Facilities (the "School Facilities") are leased. The Schools' operations are conducted solely at the School Facilities and all of the tangible Assets used in connection with such operations are located at the School Facilities. All of the improvements located at the School Facilities are in good operating condition and repair, subject only to ordinary wear and tear. There is no pending or, to the knowledge of the Shareholders, threatened condemnation proceeding with respect to the School Facilities. (2) Attached as SCHEDULE 2(F)(2) to the Disclosure Memorandum is a schedule of all of the furnishings, fixtures and equipment with values in excess of the baseline used in determining such inventory, located on, or used in connection with, the operation of the School Facilities as of the date indicated on such inventory, subject to immaterial omissions occurring in the ordinary course of compiling such inventory. (3) Except for (i) environmental law compliance (which is addressed in Section 2(f)(4) below) and (ii) accreditation, recruitment, admissions, student loan and funding matters compliance (which are addressed in Sections 2(h) and 2(i) below) as to which no representation or warranty is made in this Section 2(f), all activities at, and the physical condition of, the School Facilities are in compliance with all legal and regulatory requirements applicable to the Corporation, the conduct of its business, and the use of each School's Facility, and the Corporation has not received any actual notice to the contrary. The Corporation has paid for and obtained all licenses, permits, and other authorizations material to the conduct of its business at the School Facilities (the "Permits"). All Permits currently in effect and pertaining to the School Facilities or the Corporation's activities at the School Facilities are listed on SCHEDULE 2(F)(3) of the Disclosure Memorandum. The representations contained in this subsection 3 shall not apply to incidental instances of non-compliance occurring in the ordinary course of business without the actual knowledge of the Corporation, which are immaterial to the operation of the Schools and capable of being cured without significantly disrupting the Schools' operations. (4) There are no Hazardous Substances(1) in, on or under the School Facilities except for those which are used by the Corporation in compliance, in all (1) The term "Hazardous Substance" shall include without limitation:

Facility and Facility Operations. (1) Included as SCHEDULE 2(F)(1) to the Disclosure Memorandum are copies of the leases (the "Schools Facility Leases") pursuant to which the Schools' Facilities (the "School Facilities") are leased. The Schools' operations are conducted solely at the School Facilities and all of the tangible Assets used in connection with such operations are located at the School Facilities. All of the improvements located at the School Facilities are in good operating condition and repair, subject only to ordinary wear and tear. There is no pending or, to the knowledge of the Shareholders, threatened condemnation proceeding with respect to the School Facilities. (2) Attached as SCHEDULE 2(F)(2) to the Disclosure Memorandum is a schedule of all of the furnishings, fixtures and equipment with values in excess of the baseline used in determining such inventory, located on, or used in connection with, the operation of the School Facilities as of the date indicated on such inventory, subject to immaterial omissions occurring in the ordinary course of compiling such inventory. (3) Except for (i) environmental law compliance (which is addressed in Section 2(f)(4) below) and (ii) accreditation, recruitment, admissions, student loan and funding matters compliance (which are addressed in Sections 2(h) and 2(i) below) as to which no representation or warranty is made in this Section 2(f), all activities at, and the physical condition of, the School Facilities are in compliance with all legal and regulatory requirements applicable to the Corporation, the conduct of its business, and the use of each School's Schools Facility, and the Corporation has not received any actual notice to the contrary. The Corporation has paid for and obtained all licenses, permits, and other authorizations material to the conduct of its business at the School Facilities (the "Permits"). All Permits currently in effect and pertaining to the School Facilities or the Corporation's activities at the School Facilities are listed on SCHEDULE 2(F)(3) of the Disclosure Memorandum. The representations contained in this subsection 3 shall not apply to incidental instances of non-compliance occurring in the ordinary course of business without the actual knowledge of the Corporation, which are immaterial to the operation of the Schools and capable of being cured without significantly disrupting the Schools' operations. (4) There To the best of the knowledge of Shareholders or the Partnership, as the case may be, there are no Hazardous Substances(1Substances (1) in, on or under the School Facilities except for those which are used by the Corporation in compliance, in all (1) The term "Hazardous Substance" shall include without limitation:----------------------------

Facility and Facility Operations. (1) Included Attached to this Agreement as SCHEDULE 2(F)(1EXHIBIT 9(9) to the Disclosure Memorandum are copies of the leases (the "Schools School Facility Leases") pursuant relating to which each of the SchoolsSellers' Facilities locations (the "School Facilities") are leased). The Schools' operations are conducted solely at the School Facilities and all of the tangible School Related Assets used in connection with such operations are located at the School Facilities. All of the improvements to the best of Sellers' and Shareholder's knowledge and belief located at the School Facilities are in good operating condition and repair, subject only to ordinary wear and tear. There is no pending or, to the knowledge of each of the ShareholdersSellers, threatened condemnation proceeding with respect to the School Facilities. (2) Attached as SCHEDULE 2(F)(2EXHIBIT 10(10) to the Disclosure Memorandum this Agreement is a schedule of all of the furnishings, fixtures and equipment with values in excess of the baseline used in determining such inventory, located on, or used in connection with, the operation of the School Facilities as of the date indicated on such inventory, subject to immaterial omissions occurring in the ordinary course of compiling such inventory. (3) Except for (i) environmental law compliance (which is addressed in Section 2(f)(4) below) and (ii) accreditation, recruitment, admissions, student loan and funding matters compliance (which are addressed in Sections 2(h) and 2(i) below) as to which no representation or warranty is made in this Section 2(f), all activities at, and the physical condition of, the School Facilities are in compliance with all legal and regulatory requirements applicable to the CorporationSellers, the conduct of its their business, and the use of each School's School Facility, and neither of the Corporation Sellers has not received any actual notice to the contrary. The Corporation Each of the Sellers has paid for and obtained all licenses, permits, and other authorizations material to the conduct of its business at and the use of the School Facilities (the "Permits"). All Permits currently in effect and pertaining to the each of the Sellers, the School Facilities or either of the Corporation's Sellers' activities at the School Facilities are listed on SCHEDULE 2(F)(3EXHIBIT 11(11) of the Disclosure Memorandumto this Agreement. The representations contained in this subsection Subsection 3 shall not apply to incidental instances of non-compliance occurring in the ordinary course of business without the actual knowledge of the Corporationeach of the Sellers or the Shareholder, which are immaterial to the operation of the Schools and capable of being cured without significantly disrupting the Schools' such School's operations. (4) There To the best of the knowledge of each of the Sellers and the Shareholder, there are no Hazardous Substances(1) Substances1 in, on or under the School Facilities except for those which are used by the Corporation Sellers in compliance, in all (1) The term "all material respects, with applicable law, and each of the Sellers is not now engaged in any litigation, proceedings or investigations, nor knows of any pending or threatened litigation, proceedings or investigations regarding the presence of Hazardous Substance" shall include without limitation:Substances in, on or under either of the School Facilities.

Facility and Facility Operations. (1) Included as SCHEDULE 2(F)(1) to the Disclosure Memorandum are copies of the leases (the "Schools Facility Leases") pursuant to which the Schools' Facilities (the "School Facilities") are leased. The Schools' School's operations are conducted solely at the School Facilities relevant Facility and all of the tangible School Related Assets used in connection with such operations are located at the School FacilitiesFacility. All of the improvements located at the School Facilities Facility are in good operating condition and repair, subject only to ordinary wear and tear. There is no pending or, to the knowledge of the Shareholders, or threatened condemnation proceeding with respect to the School FacilitiesFacility. (2) Attached as SCHEDULE 2(F)(2EXHIBIT 8(8) to the Disclosure Memorandum this Agreement is a schedule of all of the furnishings, fixtures and equipment with values in excess of the baseline used in determining such inventory, located on, or used in connection with, the operation of the School Facilities Facility as of the date indicated on such inventory, subject to immaterial omissions occurring in the ordinary course of compiling such inventory[INSERT DATE OF MOST RECENT INVENTORY]. (3) Except for (i) environmental law compliance (which is addressed in Section 2(f)(4) below) and (ii) accreditation, recruitment, admissions, student loan and funding matters compliance (which are addressed in Sections 2(h) and 2(i) below) as to which no representation or warranty is made in this Section 2(f)Section, all activities at, and the physical condition of, the School Facilities Facility are in compliance with all legal and regulatory requirements applicable to the CorporationSeller, the conduct operation of its businessthe School, and the use of each School's the Facility, and the Corporation has Seller had not received any actual notice to the contrary. The Corporation Seller has paid for and obtained all licenses, permits, and other authorizations material to required for the conduct operation of its business at the School Facilities and the use of the Facility (the "Permits"). All Permits currently the in effect and pertaining to the School Facilities Seller, the Facility or the Corporation's activities at operation of the School Facilities are listed on SCHEDULE 2(F)(3) of the Disclosure MemorandumEXHIBIT 980 to this Agreement. The representations contained in this subsection 3 shall not apply to incidental instances of non-compliance occurring in the ordinary course of business without the actual knowledge of the CorporationSeller of any of the Shareholders, which are immaterial to the operation of the Schools School and capable of being cured without significantly disrupting the Schools' such School's operations. (4) There To the best of the knowledge of Seller and each Shareholder, after investigation, there are no Hazardous Substances(1) Substances6 in, on or under the School Facilities except for those which are used by the Corporation in compliance, in allFacility and Seller is not now ------------------------------- (1) The term "Hazardous Substance" shall include without limitation:

Facility and Facility Operations. (1) Included Attached to the Disclosure Memorandum as SCHEDULE 2(F)(1) to the Disclosure Memorandum are copies of the leases (the "Schools School Facility Leases") pursuant relating to which each of the Schools' Facilities Seller's locations (collectively, the "School Facilities") are leased). The Schools' Each of the School's operations are conducted solely at the School Facilities and all of the tangible School Related Assets used in connection with such operations are located at the School Facilities. All of the improvements located at the School Facilities are in good operating condition and repair, subject only to ordinary wear and tear. There is no pending or, to the knowledge of each of the ShareholdersSellers, threatened condemnation proceeding proceedings with respect to the School Facilities. (2) Attached to the Disclosure Memorandum as SCHEDULE 2(F)(2) to the Disclosure Memorandum this Agreement is a schedule of all of the furnishings, fixtures and equipment with values in excess of the baseline used in determining such inventory, located on, or used in connection with, the operation of the School Facilities as of the date indicated on such inventory, subject to immaterial omissions occurring in the ordinary course of compiling such inventory. (3) Except for (i) environmental law compliance (which is addressed in Section 2(f)(4) below) and (ii) accreditation, recruitment, admissions, student loan and funding matters compliance (which are addressed in Sections 2(h) and 2(i) below) as to which no representation or warranty is made in this Section 2(f), all activities at, and the physical condition of, the School Facilities are in compliance with all legal and regulatory requirements applicable to each of the CorporationSellers, the conduct of its business, and the use of each School's School Facility, and the Corporation each of the Sellers has not received any actual notice to the contrary. The Corporation Each of the Sellers has paid for and obtained all licenses, permits, and other authorizations material to the conduct of its business at and the use of the School Facilities (the "Permits"). All Permits currently in effect and pertaining to each of the Sellers, the School Facilities or each of the CorporationSeller's activities at the School Facilities are listed on SCHEDULE 2(F)(3) of to the Disclosure Memorandum. The representations contained in this subsection 3 shall not apply to incidental instances of non-compliance occurring in the ordinary course of business without the actual knowledge of each of the CorporationSellers or the Shareholder, which are immaterial to the operation of the Schools and capable of being cured without significantly disrupting any of the Schools' operations. (4) There To the best of the knowledge of each of the Sellers and the Shareholder, there are no Hazardous Substances(1) Substances1 in, on or under the School Facilities except for those which are used by the Corporation Sellers in compliance, in all (1) The term "all material respects, with applicable law, and each of the Sellers is not now engaged in any litigation, proceedings or investigations, nor knows of any pending or threatened litigation, proceedings or investigations regarding the presence of Hazardous Substance" shall include without limitation:Substances in, on or under any of the School Facilities.