Common use of Financial Statements; Indebtedness Clause in Contracts

Financial Statements; Indebtedness. Attached hereto in Section 3.5 of the Schedules are (a) the unaudited combined balance sheets of CCG and the Company Subsidiary as of December 31, 2015 (the “Balance Sheet Date”), December 31, 2014 and December 31, 2013, and the related unaudited combined statements of income and cash flows of CCG and the Company Subsidiary for the twelve-month periods then ended, (b) the unaudited balance sheets of Glenwood as of the Balance Sheet Date, December 31, 2014 and December 31, 2013, and the related unaudited statements of income and cash flows of Glenwood for the twelve-month periods then ended, and (c) the unaudited combined balance sheet of CCG and the Company Subsidiary as of September 30, 2016 and the unaudited balance sheet of Glenwood as of September 30, 2016 (collectively, the “Interim Balance Sheet”), and the related unaudited combined statements of income and cash flows of CCG and the Company Subsidiary for the nine-month period then ended and the related unaudited statements of income and cash flows of Glenwood for the nine-month period then ended (the financial statements described in (a)-(c), the “Financial Statements”). Except as set forth in Section 3.5 of the Schedules, the Financial Statements (i) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, (ii) have been prepared from the books and records of the Company Entities and (iii) present fairly in all material respects the financial condition, operating results and cash flows of the Company Entities as of the dates and for the periods indicated therein. Section 3.5 of the Schedules lists all Indebtedness of the Company Entities as of the date hereof.

Financial Statements; Indebtedness. Attached hereto in Section 3.5 of the Schedules are (a) the unaudited combined balance sheets True and complete copies of CCG and the Company Subsidiary as of December 31, 2015 (the “Balance Sheet Date”), December 31, 2014 and December 31, 2013, and the related unaudited combined statements of income and cash flows of CCG and the Company Subsidiary for the twelve-month periods then ended, (bi) the unaudited balance sheets of Glenwood as sheet of the Balance Sheet DateCompany as at April 30, December 31, 2014 and December 31, 20132023, and the related unaudited statements of income and cash flows of Glenwood the Company for the twelve-month periods then endedyear ended April 30, 2023, together with all related notes and schedules thereto (collectively referred to as the “Financial Statements”) and (cii) the unaudited combined balance sheet of CCG and the Company Subsidiary as of September 30, 2016 and the unaudited balance sheet of Glenwood the Company as of September 30at October 31, 2016 2023 (collectively, the “Interim Balance Sheet”), and the related unaudited combined statements of income and cash flows of CCG and the Company Subsidiary for the ninesix-month period then ended October 31, 2023, together with all related notes and the related unaudited statements of income and cash flows of Glenwood for the nine-month period then ended schedules thereto (the financial statements described in (a)-(c), collectively referred to as the “Interim Financial Statements”). Except , are attached hereto as set forth in Section 3.5 Schedule 3.5(a) of the Company Disclosure Schedules. The Company owns and is in possession of originals or true and complete copies of all of the material books, records and documentation underlying the Financial Statements and the Interim Financial Statements. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company; (ii) have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involvedindicated (except as may be indicated in the notes thereto and, (ii) have been prepared from in the books and records case of the Company Entities Interim Financial Statements, subject to normal year-end adjustments (which adjustments will not be, individually or in the aggregate, material) and the absence of footnote disclosures); and (iii) present fairly present, in all material respects respects, the financial conditionposition, operating results of operations and cash flows of the Company Entities Business as of at the respective dates thereof and for the respective periods indicated therein. Section 3.5 , except (i) as otherwise noted therein and (ii) subject to (1) the fact that the Business was not operated on a stand-alone basis during such periods and stand-alone financial data has not been historically prepared for the Business, and (2) the fact that the Financial Statements and the Interim Financial Statements (including the allocations and estimations made by the management of Company Parent in preparing such Financial Statements) (A) are not necessarily indicative of the Schedules lists all Indebtedness financial position and results of operations of the Company Entities as Business that would have resulted if the Business had been operated on a stand-alone basis during such periods and (B) may not be indicative of what the financial position and results of operations of the date hereofBusiness will be in the future.

Financial Statements; Indebtedness. Attached hereto in Section 3.5 of the Schedules are (a) Section 3.04(a) of the unaudited combined Disclosure Schedule sets forth true, correct and complete copies of (i) the annual audited consolidated balance sheets of CCG and the Company Subsidiary as of December 31, 2015 (the “Balance Sheet Date”), December 31, 2014 2022 and December 31, 2013, 2023 and the related unaudited combined audited consolidated statements of income income, changes in member’s equity and cash flows of CCG and the Company Subsidiary for the twelve12-month periods then ended, (b) the unaudited balance sheets of Glenwood as of the Balance Sheet Date, ended December 31, 2014 2022 and December 31, 2013, and 2023 (the related unaudited statements of income and cash flows of Glenwood for the twelve-month periods then ended, “Audited Financial Statements”) and (cii) the unaudited combined balance sheet financial statements consisting of CCG and the Company Subsidiary as of September 30, 2016 and the consolidated unaudited balance sheet of Glenwood the Company as of September 30February 29, 2016 2024 (collectivelythe “Interim Company Balance Sheet”) and the related consolidated unaudited statements of income, changes in member’s equity and cash flows for the two month period ended February 29, 2024 (together with the Interim Company Balance Sheet, the “Interim Balance Sheet”), Financial Statements,” and together with the related unaudited combined statements of income and cash flows of CCG and the Company Subsidiary for the nine-month period then ended and the related unaudited statements of income and cash flows of Glenwood for the nine-month period then ended (the financial statements described in (a)-(c)Audited Financial Statements, the “Company Financial Statements”). Except as set forth The Company Financial Statements fairly present, in Section 3.5 all material respects, the consolidated financial position of the SchedulesCompany Group as of December 31, 2022, December 31, 2023 and February 29, 2024 and the consolidated results of operations of the Company Group on a consolidated basis for the periods covered by the Company Financial Statements (i) have been prepared Statements, in accordance with GAAP applied on a consistent basis during and without modification of the accounting principles used in the preparation thereof throughout the periods involvedpresented, (ii) have been prepared from subject, however, in the books and records case of the Company Entities Interim Financial Statements, to normal and recurring quarter-end adjustments and accruals and year-end audit adjustments and accruals and to the absence of notes and other textual disclosure required by GAAP (iiiwhich adjustments, accruals, notes and other textual disclosures, if presented, would not differ materially from those presented in the Audited Financial Statements) present fairly in all material respects the financial condition, operating results and cash flows of the Company Entities as of the dates and for the periods indicated therein. Section 3.5 of the Schedules lists all Indebtedness of the Company Entities as of the date hereofcovered thereby.

Financial Statements; Indebtedness. Attached hereto in Section 3.5 of the Schedules are (a) Attached as Schedule 3.3(a) are: (i) the unaudited combined audited consolidated balance sheets of CCG and the Company Subsidiary Companies as of December 31, 2015 (the “Balance Sheet Date”)2006, December 31, 2014 and December 31, 20132005, and the related unaudited combined audited consolidated statements of income and of cash flows of CCG and the Company Subsidiary flow for the twelve-month periods then endedyear ended on such dates (the “Audited Financial Statements”), and (bii) the unaudited balance sheets of Glenwood as of the Balance Sheet Date, December 31, 2014 and December 31, 2013, and the related unaudited statements of income and cash flows of Glenwood for the twelve-month periods then ended, and (c) the unaudited combined consolidated balance sheet of CCG and the Company Subsidiary Companies as of September 30, 2016 and the unaudited balance sheet of Glenwood as of September 30, 2016 2007 (collectively, the “Interim Balance Sheet”), ) and the related unaudited combined statements consolidated statement of income and cash flows of CCG and the Company Subsidiary for the nine-month period then ended and the related unaudited statements of income and cash flows of Glenwood for the nine-month period then ended (all of the foregoing financial statements described in (a)-(c), and any notes thereto are hereinafter collectively referred to as the “Company Financial Statements”). Except as set forth The Company Financial Statements present fairly (and, when delivered, the financial statements to be delivered prior to the Closing pursuant to Section 5.1(x) (the “Supplemental Financial Statements”) will present), in Section 3.5 all material respects, the financial position of the SchedulesCompanies at their respective dates, and the Financial Statements (i) have been prepared results of operations and cash flows of the Companies for the periods referred to therein, all in accordance with GAAP applied on a basis consistent basis during with prior periods except, with respect to the unaudited Company Financial Statements or Supplemental Financial Statements, for any absence of required footnotes and subject to the Companies’ customary year-end adjustments. During the periods involvedcovered by the Company Financial Statements, none of the Corporations (x) conducted any business, (iiy) have been prepared from owned any asset other than its ownership interest in the books Partnership, or (z) incurred any liability other than liabilities for (1) franchise and records similar Taxes, (2) Taxes arising out of the Company Entities ownership of its interest in the Partnership, (3) liabilities incurred by it by virtue of its status as a general partner of the Partnership, and (iii4) present fairly in all material respects the financial condition, operating results and cash flows guaranties of obligations of one or more of the Company Entities as of the dates and for the periods indicated therein. Section 3.5 of the Schedules lists all Indebtedness of the Company Entities as of the date hereofCompanies.

Financial Statements; Indebtedness. (a) Attached hereto in Section 3.5 of the Schedules as Schedule 2.11(a) are (a) the unaudited combined audited balance sheets of CCG and the Company Subsidiary as of December 31, 2015 (the “Balance Sheet Date”), December 31, 2014 and December 31, 2013sheets, and the related unaudited combined statements of income income, changes in net assets and cash flows of CCG NHRMC with respect to the operation of the Healthcare Businesses as of September 30, 2018 and the Company Subsidiary September 30, 2019, and for the twelve-month periods then endedyears ended September 30, 2018 and September 30, 2019, and (b) the unaudited balance sheets of Glenwood as of the Balance Sheet Date, December 31, 2014 and December 31, 2013, and the related unaudited statements of income and cash flows of Glenwood for the twelve-month periods then ended, and sheet (c) the unaudited combined balance sheet of CCG and the Company Subsidiary as of September 30, 2016 and the unaudited balance sheet of Glenwood as of September 30, 2016 (collectively, the “Interim Balance Sheet”), ) and the related unaudited combined statements of income income, changes in net assets and cash flows of CCG NHRMC with respect to the operation of the Healthcare Businesses as of June 30, 2020 (the “Interim Balance Sheet Date”) and the Company Subsidiary for the nine-month period then ended and the related unaudited statements of income and cash flows of Glenwood for the nine-month period nine months then ended (the financial statements described in (a)-(c)collectively, the “Financial Statements”). Except The Financial Statements are true, correct and complete, are derived from the books and records of Sellers and fairly and accurately present the financial condition and results of operations, changes in net assets and cash flows, as set forth in Section 3.5 applicable, of Sellers with respect to the operation of the SchedulesHealthcare Businesses as of and for the periods then ended, in each case in conformity with GAAP consistently applied during such periods, except, in the case of the unaudited Financial Statements, that the Financial Statements (i) have been do not contain footnotes and (ii) are subject to normal year-end adjustments and reclassifications, the effect of which is not material, individually or in the aggregate. There are no Liabilities, whether accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable, of Sellers of a nature required to be reflected on a balance sheet prepared in accordance with GAAP applied GAAP, other than any such Liabilities (x) reflected or reserved against on a consistent basis during the periods involvedFinancial Statements or the notes thereto, (iiy) have been prepared from incurred since the books and records date of the Company Entities and Interim Balance Sheet in the ordinary course of business of Sellers, none of which, individually or in the aggregate, is material in amount, or (iiiz) present fairly in all material respects the financial condition, operating results and cash flows of the Company Entities as of the dates and for the periods indicated therein. Section 3.5 of the Schedules lists all Indebtedness of the Company Entities as of the date hereofthose that would not be Assumed Obligations.

Financial Statements; Indebtedness. Attached hereto in Section 3.5 as Schedule -------- 5.11(a) are the following financial statements of the Schedules are (a) the unaudited combined balance sheets of CCG and the Company Subsidiary as of Seller: audited Balance ------- Sheets at December 31, 2015 (1999, 1998 and 1997; and audited Statements of Operations and Statements of Cash Flows for the “Balance Sheet Date”), years ended December 31, 2014 1999, 1998 and December 311997 (collectively, 2013the "Financial Statements"). The basis of presentation of the Financial Statements of the Seller is disclosed in the respective Opinions thereon, Notes thereto and/or on Schedule 5.11(b) attached hereto. Except as ---------------- disclosed in the respective Opinions thereon, Notes thereto and/or on Schedule -------- 5.11(b), the balance sheets included in the Financial Statements present fairly ------- in accordance with GAAP the assets and liabilities of Seller as of the respective dates thereof, and the related unaudited combined statements of income revenue and cash flows expenses present fairly in accordance with GAAP the results of CCG and the Company Subsidiary operations of Seller for the twelve-month respective periods then ended, (b) the unaudited balance sheets of Glenwood as of the Balance Sheet Date, December 31, 2014 and December 31, 2013, and the related unaudited statements of income and cash flows of Glenwood for the twelve-month periods then ended, and (c) the unaudited combined balance sheet of CCG and the Company Subsidiary as of September 30, 2016 and the unaudited balance sheet of Glenwood as of September 30, 2016 (collectively, the “Interim Balance Sheet”), and the related unaudited combined statements of income and cash flows of CCG and the Company Subsidiary for the nine-month period then ended and the related unaudited statements of income and cash flows of Glenwood for the nine-month period then ended (the financial statements described in (a)-(c), the “Financial Statements”)covered thereby. Except as set forth in Section 3.5 of the Schedules, the The Financial Statements (i) have been prepared based upon the books and records of Seller in accordance a manner consistent with GAAP Seller's standard internal accounting practices, consistently applied on a consistent basis during the periods involved, and (ii) have been prepared from fairly present the financial position of Seller as of the dates of such Financial Statements, and the results of operations for the periods covered by such Financial Statements. Except as disclosed on Schedule 5.11(b), Seller has ---------------- maintained the books and records of the Company Entities Schools in accordance with applicable laws, rules and regulations and with GAAP and GAGAS, and such books and records are, and during the periods covered by the Financial Statements were, correct and complete, fairly reflecting the income, expenses, assets and liabilities of the Seller. On the date hereof, except for liabilities, and changes in amounts of liabilities, incurred in the ordinary course of business (iii) present fairly none of which would cause a material adverse change in all material respects the financial condition, operating results and cash flows condition of the Company Entities Seller), Seller does not have any liabilities required to be set forth in a balance sheet prepared in accordance with GAAP and GAGAS that were not included in the latest balance sheet included in the Financial Statements. Except as provided in Schedule 5.11(c), Seller is not required to provide any letters of credit, ---------------- guarantees or other financial security arrangements in connection with any transactions, approvals or licenses in the ordinary course of the dates and for the periods indicated thereinSchools' business. Section 3.5 of the Schedules lists all Indebtedness of the Company Entities as As of the date hereof., Seller has no indebtedness, liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, other than:

Financial Statements; Indebtedness. Attached hereto in Section 3.5 of the Schedules are (a) the unaudited combined balance sheets of CCG and the Company Subsidiary as of December 31, 2015 Seller has delivered to Buyer (the “Balance Sheet Date”), December 31, 2014 and December 31, 2013, and the related unaudited combined statements of income and cash flows of CCG and the Company Subsidiary for the twelve-month periods then ended, (bi) the unaudited balance sheets of Glenwood as of and income statements for the Balance Sheet DateCompany for the fiscal years ended December 29, December 31, 2014 2012 and December 31, 2013, and the related unaudited statements of income and cash flows of Glenwood for the twelve-month periods then ended2011, and (cii) the unaudited combined interim balance sheet of CCG and income statements for the Company Subsidiary as for the period of nine months ended September 3028, 2016 and the unaudited balance sheet of Glenwood as of September 30, 2016 2013 (collectively, the “Interim Balance SheetFinancial Statements”), and the related unaudited combined statements copies of income and cash flows each of CCG and the Company Subsidiary for the nine-month period then ended and the related unaudited statements of income and cash flows of Glenwood for the nine-month period then ended which are attached as Schedule 2.4(a)(i) (the financial statements described referred to in clause (a)-(c), i) and clause (ii) are referred to herein as the “Financial Statements”). Except as set forth in Section 3.5 The balance sheet of the SchedulesCompany dated as of September 28, 2013 included in the Financial Statements (i) is referred to herein as the “Current Balance Sheet.” The Financial Statements fairly present, in all material respects, the financial position of the Company at each of the balance sheet dates and the results of operations and cash flows for the periods covered thereby, except as otherwise noted therein subject, in the case of the Financial Statements, to the absence of footnote disclosure and subject also, in the case of the Interim Financial Statements, to normal year-end adjustments, and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, (ii) have been prepared from the GAAP. The books and records of the Company Entities and (iii) present fairly reflect in all material respects the financial condition, operating results and cash flows all of the Company Entities Company’s transactions, properties, assets, and liabilities. Except as set forth on Schedule 2.4(a)(iii), there are no material special or non-recurring items of the dates and for income or expense during the periods indicated therein. Section 3.5 covered by the Financial Statements except as disclosed, and the balance sheets included in the Financial Statements do not reflect any material write up or revaluation increasing the book value of the Schedules lists all Indebtedness of the Company Entities as of the date hereofany assets.

Financial Statements; Indebtedness. Attached hereto in Section 3.5 as Schedule 5.10(a) are the following financial statements of the Schedules are Sellers: (a) the unaudited combined balance sheets of CCG and the Company Subsidiary as of compiled Balance Sheets for LTU at December 31, 2015 (2001, 2000 and 1999 and compiled Statements of Revenue and Expenses and Statements of Cash Flows for LTU for the “Balance Sheet Date”), years ended December 31, 2014 2001, 2000 and December 1999, together with the related notes thereto, (b) internally prepared Balance Sheets for LTUX at March 31, 20132002, 2001 and 2000 and internally prepared Income Statements for LTUX for the years ended March 31, 2002, 2001 and 2000 (c) an internally prepared Balance Sheet for LTU at September 30, 2002 and internally prepared Statement of Revenue and Expenses and Statement of Cash Flows for LTU for the nine months ended September 30, 2002, and (d) an internally-prepared Balance Sheet for LTUX at September 30, 2002 and an internally prepared Income Statement for LTUX for the nine months ended September 30, 2002 (collectively, the "FINANCIAL STATEMENTS"). The basis of presentation of the Financial Statements is disclosed on Schedule 5.10(b) attached hereto or in the notes thereto. Except as disclosed on Schedule 5.10(b), the balance sheets included in the Financial Statements present fairly in accordance with GAAP the consolidated assets and liabilities of Sellers as of the respective dates thereof, and the related unaudited combined statements of income revenue and cash flows expenses present fairly in accordance with GAAP the consolidated results of CCG and the Company Subsidiary operations of Sellers for the twelve-month respective periods then ended, (b) the unaudited balance sheets of Glenwood as of the Balance Sheet Date, December 31, 2014 and December 31, 2013, and the related unaudited statements of income and cash flows of Glenwood for the twelve-month periods then ended, and (c) the unaudited combined balance sheet of CCG and the Company Subsidiary as of September 30, 2016 and the unaudited balance sheet of Glenwood as of September 30, 2016 (collectively, the “Interim Balance Sheet”), and the related unaudited combined statements of income and cash flows of CCG and the Company Subsidiary for the nine-month period then ended and the related unaudited statements of income and cash flows of Glenwood for the nine-month period then ended (the financial statements described in (a)-(c), the “Financial Statements”)covered thereby. Except as set forth in Section 3.5 of the Schedules, the The Financial Statements (i) have been prepared based upon the books and records of Sellers in accordance a manner consistent with GAAP applied on a consistent basis during the periods involvedSellers' standard internal accounting practices, consistently applied, and (ii) fairly present the consolidated financial position of Sellers as of the dates of such Financial Statements and the consolidated results of operations of Sellers for the periods covered by such Financial Statements. Except as disclosed on Schedule 5.10(b), Sellers have been prepared from maintained the books and records of the Company Entities Sellers in accordance with applicable laws, rules and (iii) present regulations and with GAAP and GAAS, and such books and records are, and during the periods covered by the Financial Statements were, materially correct and complete, fairly in all material respects reflecting the financial conditionconsolidated income, operating results expenses, assets and cash flows liabilities of the Company Entities Sellers. Except as set forth on Schedule 5.10(b), on the date hereof, Sellers do not have any liabilities required to be set forth in a balance sheet prepared in accordance with GAAP and GAAS that were not included in the latest consolidated balance sheet included in the Financial Statements. Except as provided in Schedule 5.10(c), Sellers are not required to provide any letters of credit, guarantees or other financial security arrangements in connection with any transactions, approvals or licenses in the ordinary course of the dates and for the periods indicated thereinSchools' business. Section 3.5 of the Schedules lists all Indebtedness of the Company Entities as As of the date hereof., Sellers have no indebtedness, liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, other than:

Financial Statements; Indebtedness. Attached hereto in Section 3.5 of the Schedules are (a) Schedule 3.7(a) sets forth the unaudited combined following financial statements (collectively the “Financial Statements”): (A) audited consolidated balance sheets and statements of CCG income, members’ deficit and cash flows of the Company Subsidiary and its Subsidiaries as of December 31and for the fiscal years ended September 30, 2016, September 30, 2015 (the “Balance Sheet Date”), December 31and September 30, 2014 for the Cobalt Companies, in each case, together with the independent auditor’s unqualified report thereon; and December 31, 2013, (B) unaudited balance sheets and the related unaudited combined statements of income and cash flows of CCG and the Company Subsidiary for the twelve-month periods then ended, (b) the unaudited balance sheets of Glenwood as each of the Balance Sheet Date, December 31, 2014 and December 31, 2013, and the related unaudited statements of income and cash flows of Glenwood for the twelve-month periods then ended, and Cobalt Companies (c) the unaudited combined balance sheet of CCG and the Company Subsidiary as of September 30, 2016 and the unaudited balance sheet of Glenwood as of September 30, 2016 (collectively, the “Interim Balance Sheet”), and the related unaudited combined statements of income and cash flows of CCG and the Company Subsidiary for the nine-month period then ended and the related unaudited statements of income and cash flows of Glenwood for the nine-month period then ended (the financial statements described in (a)-(c), the “Financial Statements”)) as of and for the month of April ended April 30, 2017 and the month of May ended May 28, 2017. Except as set forth in Section 3.5 of the Schedules, the The Financial Statements (i) have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involvedcovered, (ii) have been prepared are derived from and are in accordance with the books and records of the Company Entities Cobalt Companies, and (iii) present fairly in all material respects the financial condition, operating condition of the Cobalt Companies as of such dates and the results of operations and cash flows of the Company Entities Cobalt Companies for such periods; provided that the Interim Financial Statements do not contain footnotes and do not include normal year-end and audit adjustments 12 that are not material. The unaudited balance sheet of the Cobalt Companies as of May 28, 2017 is referred to as the dates and for the periods indicated therein“Latest Balance Sheet”. Section 3.5 of the Schedules lists all Indebtedness of the Company Entities (b) Schedule 3.7(b) sets forth, as of the date hereof., all Indebtedness. 3.8

Financial Statements; Indebtedness. Attached hereto in Section 3.5 as Schedule 5.11(a) are the following financial statements of the Schedules are (a) the unaudited combined balance sheets of CCG and the Company Subsidiary as of Seller: audited Balance Sheets at December 31, 2015 (2002, 2001 and 2000 and audited Statements of Operations and Statements of Cash Flows for the “Balance Sheet Date”), years ended December 31, 2014 2002, 2001 and December 2000 (including schedules containing corresponding Statements of Assets and Liabilities and Statements of Revenue and Expenses of the School in the form appropriate for filing with the DOE) and an unaudited Balance Sheet as of March 31, 20132003 and unaudited Statements of Operations and Statements of Cash Flows for the three months ended March 31, 2003 (collectively, the "FINANCIAL STATEMENTS"). The basis of presentation of the Financial Statements of the Seller and the School is disclosed on Schedule 5.11(a) attached hereto or in the notes thereto. The balance sheets included in the Financial Statements present fairly in accordance with GAAP the assets and liabilities of Seller and the School as of the respective dates thereof, and the related unaudited combined statements Statements of income Revenue and cash flows Expenses present fairly in accordance with GAAP the results of CCG operations of Seller and the Company Subsidiary School for the twelve-month respective periods then ended, (b) the unaudited balance sheets of Glenwood as of the Balance Sheet Date, December 31, 2014 and December 31, 2013, and the related unaudited statements of income and cash flows of Glenwood for the twelve-month periods then ended, and (c) the unaudited combined balance sheet of CCG and the Company Subsidiary as of September 30, 2016 and the unaudited balance sheet of Glenwood as of September 30, 2016 (collectively, the “Interim Balance Sheet”), and the related unaudited combined statements of income and cash flows of CCG and the Company Subsidiary for the nine-month period then ended and the related unaudited statements of income and cash flows of Glenwood for the nine-month period then ended (the financial statements described in (a)-(c), the “Financial Statements”)covered thereby. Except as set forth in Section 3.5 of the Schedules, the The Financial Statements (i) have been prepared based upon the books and records of Seller in accordance a manner consistent with GAAP applied on a consistent basis during the periods involvedSeller's standard internal accounting practices, consistently applied, and (ii) have been prepared from fairly present the financial position of Seller as of the dates of such Financial Statements and the results of operations for the periods covered by such Financial Statements. Seller has maintained the books and records of the Company Entities Seller and (iii) present the School in accordance with applicable laws, rules and regulations and with GAAP and GAGAS, and such books and records are, and during the periods covered by the Financial Statements were, materially correct and complete, fairly in all material respects reflecting the financial conditionincome, operating results expenses, assets and cash flows liabilities of the Company Entities Seller and the School. As of December 31, 2002, Seller did not have any liabilities required to be set forth in a balance sheet prepared in accordance with GAAP and GAGAS that were not included in the latest balance sheet included in the Financial Statements. Except as provided in Schedule 5.11(b), Seller is not required to provide any letters of credit, guarantees or other financial security arrangements in connection with any transactions, approvals or licenses in the ordinary course of the dates and for the periods indicated thereinSchool's business. Section 3.5 of the Schedules lists all Indebtedness of the Company Entities as As of the date hereof., Seller has no indebtedness, liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, other than:

Financial Statements; Indebtedness. Attached hereto in Section 3.5 of the Schedules are (a) Complete copies of the unaudited combined Company’s audited financial statements, consisting of (i) the balance sheets of CCG and the Company Subsidiary as of at December 31, 2015 (the “Balance Sheet Date”), December 31, 2014 2016 and December 31, 20132017 and the related statements of income and retained earnings, shareholders’ equity, and cash flow for the years then ended (the “Annual Financial Statements”) and (ii) the balance sheets of the Company as at June 30, 2018 and June 30, 2017, and the related unaudited combined statements of income and retained earnings, shareholders’ equity, and cash flows of CCG and the Company Subsidiary flow for the twelvethree- and six-month periods then ended, ended (b) the unaudited balance sheets of Glenwood as of the Balance Sheet Date, December 31, 2014 and December 31, 2013, and the related unaudited statements of income and cash flows of Glenwood for the twelve-month periods then ended, and (c) the unaudited combined balance sheet of CCG and the Company Subsidiary as of September 30, 2016 and the unaudited balance sheet of Glenwood as of September 30, 2016 (collectively, the “Interim Balance SheetFinancial Statements”); and, and together with the related unaudited combined statements of income and cash flows of CCG and the Company Subsidiary for the nine-month period then ended and the related unaudited statements of income and cash flows of Glenwood for the nine-month period then ended (the financial statements described in (a)-(c)Annual Financial Statements, the “Financial Statements”), have been delivered to the Parent. Except as set forth in Section 3.5 of the Schedules, the The Annual Financial Statements (i) have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (iithe effect of which will not be materially adverse) have been prepared from and, in the case of all of the Interim Financial Statements, the absence of notes. The Financial Statements are based on the books and records of the Company Entities and (iii) fairly present fairly in all material respects the financial condition, operating results and cash flows condition of the Company Entities as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated thereinindicated. Section 3.5 of the Schedules lists all Indebtedness The balance sheet of the Company Entities as of at June 30, 2018 is referred to herein as the “Interim Balance Sheet” and the date hereofthereof as the “Interim Balance Sheet Date.” There are no off-balance sheet transactions, arrangements, or obligations of or involving the Company.

Financial Statements; Indebtedness. 4.7.1 Attached hereto in as Section 3.5 4.7.1 of the Schedules are (a) the unaudited combined balance sheets following financial statements of CCG and the Company Subsidiary as of December 31, 2015 and its Subsidiaries (the “Balance Sheet Date”), December 31, 2014 and December 31, 2013, and the related unaudited combined statements of income and cash flows of CCG and the Company Subsidiary for the twelve-month periods then ended, (b) the unaudited balance sheets of Glenwood as of the Balance Sheet Date, December 31, 2014 and December 31, 2013, and the related unaudited statements of income and cash flows of Glenwood for the twelve-month periods then ended, and (c) the unaudited combined balance sheet of CCG and the Company Subsidiary as of September 30, 2016 and the unaudited balance sheet of Glenwood as of September 30, 2016 (collectively, the “Interim Balance Sheet”), and the related unaudited combined statements of income and cash flows of CCG and the Company Subsidiary for the nine-month period then ended and the related unaudited statements of income and cash flows of Glenwood for the nine-month period then ended (the financial statements described in (a)-(c), collectively the “Financial Statements”): (i) audited consolidated balance sheets and statements of income, changes in partners’ equity, and statements of cash flow as of and for the calendar year ended December 31, 2008; (ii) audited consolidated balance sheets and statements of income, changes in partners’ equity, and statements of cash flow (the “Most Recent Audited Financial Statements”) as of and for the calendar year ended December 31, 2009 (the “Most Recent Fiscal Year End”). Except , and (iii) unaudited consolidated balance sheets as set forth in Section 3.5 of the Schedulesfiscal month ended October 30, 2010 and statements of income and statements of cash flow for the ten (10) month period ended October 30, 2010 (the “Most Recent Financial Statements”) for the Company and its Subsidiaries. The Financial Statements (iincluding the notes thereto, where applicable) have been prepared in accordance with GAAP applied in a manner consistent with the Company’s past practice and on a consistent basis during throughout the periods involved, (ii) have been prepared from the books covered thereby and records of the Company Entities and (iii) present fairly in all material respects the financial condition, operating condition of Company and its Subsidiaries as of such dates and the results and cash flows of operations of the Company Entities and its Subsidiaries for such periods in accordance with GAAP; provided, however, that the Most Recent Financial Statements lack footnotes, normal year-end reclassifications, adjustments and other presentation items, which in the aggregate are not material in amount. Other than as of set forth in Section 4.8, the dates Company makes no other representations with regard to the Financial Statements. Other than as set forth in this Section 4.7, the Company and for its Subsidiaries make no representations with regard to the periods indicated therein. Section 3.5 of the Schedules lists all Indebtedness financial information of the Company Entities as of the date hereofor its Subsidiaries (including any estimates, projections, plans or budgets).