Common use of Financial Statements; Indebtedness Clause in Contracts

Financial Statements; Indebtedness. (a) The audited consolidated financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents complied, and audited consolidated financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been prepared in all material respects in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial condition, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as of the indicated dates and for the indicated periods. (b) The unaudited consolidated interim financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents complied, and unaudited consolidated interim financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been prepared or will be prepared in all material respects in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial condition, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as of the indicated dates and for the indicated periods, subject to normal and recurring year-end audit adjustments and the absence of full footnote disclosure. (c) The aggregate amount of outstanding Indebtedness of Parent and its Subsidiaries comprising the total long-term debt (as such term is defined in the Parent Balance Sheet) as of the date of this Agreement is set forth in Section 5.7(c) of the Parent Disclosure Letter. Neither Parent nor its Subsidiaries are in material default under, nor has any event occurred that, with or without notice or lapse of time or both, would constitute a material default or cause or permit the acceleration of, any Indebtedness of Parent or its Subsidiaries.

Financial Statements; Indebtedness. (a) The Attached as Section 4.5(a) of the Company Disclosure Schedule are true, correct and complete copies of the audited consolidated balance sheets as of December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “Latest Balance Sheet”, and the date of the Latest Balance Sheet, the “Latest Balance Sheet Date”) and the related audited consolidated statements of income and comprehensive income, changes in members’ equity and cash flows for the years then ended (the financial statements included in this clause (a), including the related notes and schedules) included or incorporated by reference in thereto being referred herein collectively as the Parent SEC Documents complied, and audited consolidated financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply“Financial Statements”), in all material respects each case on a consolidated basis with applicable accounting requirements and respect to the published regulations Group Companies. Except as set forth on Section 4.5(a) of the SECCompany Disclosure Schedule, have been prepared in all material respects the Financial Statements are in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in books and records of the notes thereto) Group Companies and fairly present, in all material respects, present the consolidated financial conditionposition, results of operationsincome and comprehensive income, shareholders' changes in members’ equity and cash flows of Parent and its Subsidiaries the Group Companies as of the indicated dates and for the indicated periods indicated, in each case, in accordance with GAAP in all material respects consistently applied during such periods. The Financial Statements were audited in accordance with auditing standards generally accepted in the United States of America and contain an unqualified report of Ram Associates, the Company’s auditors. The statements of income and comprehensive income included in the Financial Statements do not contain any items of material special or nonrecurring income, and the balance sheets included in the Financial Statements do not reflect any write-up or revaluation increasing the book value of any assets. The books and accounts of the Group Companies are true, correct and complete and fully and fairly reflect all of the transactions of the Group Companies. (b) The unaudited consolidated interim financial statements (including the related notes and schedulesSection 4.5(b) included or incorporated by reference in the Parent SEC Documents complied, and unaudited consolidated interim financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been prepared or will be prepared in all material respects in accordance with IFRS applied on Company Disclosure Schedule sets forth a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial condition, results description of operations, shareholders' equity and cash flows each item of Parent and its Subsidiaries as Debt of the indicated dates Group Companies (whether incurred pursuant to a written or oral agreement and for the indicated periods, subject to normal and recurring yearincluding inter-end audit adjustments and the absence of full footnote disclosure. (ccompany loans) The aggregate amount of outstanding Indebtedness of Parent and its Subsidiaries comprising the total long-term debt (as such term is defined in the Parent Balance Sheet) as of the date of this Agreement Agreement, including (i) the name of each lender or creditor with respect to any Debt (“Company Creditor”), (ii) the aggregate amount that the applicable Group Company owes to such Company Creditor as of the date of this Agreement, and (iii) whether such Debt is set forth in secured by any Lien on any property or asset of the applicable Group Company. Section 5.7(c4.5(b) of the Parent Company Disclosure Letter. Neither Parent nor Schedule also sets forth a description of each loan or advance made by any Group Company to a third-party (“Company Debtor”) (whether pursuant to a written or oral agreement), including (A) the name of the Company Debtor, (B) the aggregate amount loaned or advanced by the applicable Group Company to such Company Debtor as of the date of this Agreement, and (C) whether such loan or advance is secured by any Lien on any property or asset of such Company Debtor. (c) Except as set forth on Section 4.5(c) of the Company Disclosure Schedule, the books of account and other financial records of the Group Companies (i) reflect all material items of income and expense and all material assets and Liabilities required to be reflected therein in accordance with GAAP applied on a basis consistent with the Latest Balance Sheet, and (ii) are in all material respects complete and correct. (d) The management of the Company has: (i) designed disclosure controls and procedures to reasonably ensure that material information relating to the Group Companies is made known to the management of the Company by others within a Group Company; and (ii) disclosed, based on its most recent evaluation, to Company Members any fraud that involves executive management or other employees who have a significant role in the internal controls of the Group Companies. (e) During the past three (3) years, neither the Company nor, to the Knowledge of the Company, any Representative of the Company or any of its Subsidiaries are has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting practices, procedures, methodologies or methods of any Group Company with respect to the Financial Statements or the internal accounting controls of any Group Company, including any written or oral complaint, allegation, assertion or claim that any Group Company has engaged in material default underimproper accounting practices, nor other than such complaints, allegations, assertions or claims that are, individually or in the aggregate, not material. No attorney representing any Group Company, whether or not employed by any Group Company, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by any event occurred thatGroup Company or any of their respective Representatives to the governing bodies of any Group Company or any committee thereof or to any manager or officer of any Group Company. (f) To the Knowledge of the Company, with no employee of any Group Company has provided or without notice is providing information to any law enforcement agency regarding the commission or lapse possible commission of time any crime or boththe violation or possible violation of any Law. No Group Company has, would constitute a material default and, to the Knowledge of the Company, no contractor, subcontractor or cause agent of any Group Company has, discharged, demoted, suspended, threatened, harassed or permit in any other manner discriminated against an employee of any Group Company in the acceleration ofterms and conditions of employment because of any act of such employee described in 18 U.S.C. §1514A(a). (g) No Group Company is subject to any “off-balance sheet arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Exchange Act of 1934, any Indebtedness as amended). (h) The Indian Subsidiary has (a) assets of Parent or its Subsidiariesless than Indian Rupees 35,00,000,000, and (b) turnover of less than Indian Rupees 1,00,00,000,000.

Financial Statements; Indebtedness. (a) The audited Attached to the Financial Statements Schedule are: (a) the unaudited consolidated financial statements balance sheet of the Acquired Companies as of March 31, 2019 (including the “Latest Balance Sheet”) and the related notes unaudited consolidated statements of income and schedulesloss and cash flows of the Acquired Companies for the three‑month period then ended, and (b) included or incorporated by reference the unaudited consolidated balance sheet of the Acquired Companies for the fiscal years ended December 31, 2017 and December 31, 2018 and the related unaudited consolidated statements of income and loss and cash flows of the Acquired Companies for the fiscal years then ended (clauses (a) and (b), collectively, the “Financial Statements”). The Financial Statements have been based upon the information contained in the Parent SEC Documents complied, Acquired Companies’ books and audited consolidated financial statements (including the related notes records and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, present fairly in all material respects with applicable accounting requirements the assets, liabilities, revenues and the published regulations expenses set forth thereon as of the SECtimes and for the periods referred to therein in accordance with GAAP, except for (i) the absence of footnote disclosures and other presentation items, (ii) changes resulting from normal year‑end adjustments and (iii) certain assets, liabilities, revenues and expenses that have been prepared in all material respects in accordance with IFRS applied using an allocation methodology and do not reflect such assets, liabilities, revenues or expenses as would be reflected for the Business on a consistent basis throughout stand-alone basis, including after giving effect to the periods involved (except as may be indicated in the notes thereto) covenants and fairly present, in all material respects, the consolidated financial condition, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as agreements of the indicated dates parties contained herein and for the indicated periodssuch methodology does not materiality differ from GAAP. (b) The unaudited consolidated interim financial statements Acquired Companies do not have any liabilities that would be required under GAAP to be reflected or reserved against on the Latest Balance Sheet, in each case other than liabilities (including i) that are taken into account in calculating the Closing Cash Proceeds as finally determined pursuant to Section 2.04, (ii) liabilities related notes and schedules) included to the Business set forth or incorporated by reference reflected on the Latest Balance Sheet or disclosed in the Parent SEC Documents complied, and unaudited consolidated interim financial statements (including the related notes and schedules) included thereof or incorporated by reference in the Parent SEC Documents filed notes to the other Financial Statements, (iii) liabilities related to the Business that have arisen after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been prepared or will be prepared in all material respects in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated Latest Balance Sheet in the notes theretoordinary course of business consistent with past practice, (iv) and fairly present, in all material respects, liabilities for which the consolidated financial condition, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as Purchaser or any Acquired Company has agreed to be responsible pursuant to this Agreement or any of the indicated dates Ancillary Agreements and for (v) liabilities disclosed on the indicated periods, subject to normal and recurring year-end audit adjustments and the absence of full footnote disclosureDisclosure Schedules. (c) The aggregate amount of outstanding Indebtedness of Parent and its Subsidiaries comprising the total long-term debt (as such term is defined in the Parent Balance Sheet) Schedule sets forth, as of the date of this Agreement is set forth in Section 5.7(c) Agreement, a description of the Parent Disclosure Letter. Neither Parent nor its Subsidiaries are in material default under, nor has any event occurred that, with or without notice or lapse type of time or both, would constitute a material default or cause or permit the acceleration of, any Indebtedness of Parent or its Subsidiariesthe Acquired Companies, all other parties to such Indebtedness and the balance due on such Indebtedness. The “Closing Date” as defined in the Deed of Release has occurred.

Financial Statements; Indebtedness. Attached as Section 3.5(a) of the Seller Disclosure Letter are (a) The Seller’s unaudited consolidated balance sheet as of December 31, 2011 and the related financial statements for the year then ended, (b) Seller’s audited consolidated balance sheet as of December 31, 2012 and the related financial statements for the year then ended and (including c) the audited consolidated balance sheet of Seller as of December 31, 2013 (the “Seller Balance Sheet”) and the related notes and schedules) included or incorporated by reference in the Parent SEC Documents complied, and audited consolidated financial statements for the year then ended (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been prepared in all material respects in accordance with IFRS applied on a consistent basis throughout foregoing financial statements of Seller and any notes thereto are hereinafter collectively referred to as the periods involved (except as may be indicated in the notes thereto) and “Seller Financial Statements”). The Seller Financial Statements fairly present, in all material respects, the financial condition of Seller at the dates therein indicated and the results of operations of Seller for the periods therein specified in accordance with United States generally accepted accounting principles (“GAAP”), except that the unaudited consolidated financial conditionstatements do not contain footnotes. The financial records of Seller, results all of operationswhich Seller has made available to Parent, shareholders' equity are true, correct and cash flows complete and represent actual, bona fide transactions and have been maintained in accordance with sound business practices, including the maintenance of Parent and its Subsidiaries as an adequate system of internal controls. Section 3.5(b) of the indicated dates Seller Disclosure Letter lists all Indebtedness of Seller and specifies any property affected by such Indebtedness. Seller is, and after giving effect to the transactions contemplated hereby, will be Solvent. The inventory of Seller shown on the face of the Seller Balance Sheet and Closing Statement, (a) all of such inventory is merchantable and fit for the indicated periods. purpose for which it was procured or produced, (b) The unaudited consolidated interim financial statements (including all of such inventory other than written off inventory, except to the related notes extent of reserves shown on the face of such balance sheet, consists of a quality and schedules) included or incorporated by reference quantity usable and salable in the Parent SEC Documents compliedits Ordinary Course of Business, and unaudited consolidated interim financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been prepared or will be prepared in all material respects in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial condition, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as of the indicated dates and for the indicated periods, subject to normal and recurring year-end audit adjustments and the absence of full footnote disclosure. (c) The aggregate amount none of outstanding Indebtedness such inventory is obsolete, damaged or defective, and (d) the quantities of Parent each item of such inventory are not excessive and its Subsidiaries comprising the total long-term debt (as such term is defined are reasonable in the Parent Balance Sheet) as present circumstances of the date of this Agreement is set forth in Section 5.7(c) of the Parent Disclosure Letter. Neither Parent nor its Subsidiaries are in material default under, nor has any event occurred that, with or without notice or lapse of time or both, would constitute a material default or cause or permit the acceleration of, any Indebtedness of Parent or its SubsidiariesBusiness.

Financial Statements; Indebtedness. (a) The Borrower has furnished to the Lenders the Parent’s consolidated balance sheet as of December 31, 2007 and its consolidated statements of income, changes in stockholders’ equity and cash flow for the fiscal year then ended, and related footnotes, audited and certified without qualification by the Parent’s Accountants. The Borrower has also furnished to the Lenders the Parent’s unaudited consolidated balance sheet as of March 31, 2008 and its unaudited consolidated statements of income, changes in stockholders’ equity and cash flow for the 3 months then ended (the “Initial Financial Statements”), certified by the principal financial officer of the Parent, subject to normal, recurring year-end adjustments that shall not in the aggregate be material in amount. All such financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents complied, and audited consolidated financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been were prepared in all material respects in accordance with IFRS GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in specified and present fairly the notes thereto) and fairly present, in all material respects, financial position of the consolidated financial condition, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as of the indicated such dates and the results of the operations of the Parent and its Subsidiaries for such periods. The Borrower has also furnished to the indicated periodsLenders the Parent’s pro forma consolidated balance sheet as of the Closing Date and projections of its future consolidated results of operations, all of which were reasonable when made and continue to be reasonable at the date hereof. (b) The unaudited consolidated interim financial statements (including At the related notes and schedules) included date hereof, the Borrower has no Indebtedness or incorporated by reference in the Parent SEC Documents compliedother material liabilities, debts or obligations, whether accrued, absolute, contingent or otherwise, and unaudited consolidated interim financial statements (including the related notes and schedules) included whether due or incorporated by reference in the Parent SEC Documents filed after the date hereof will complyto become due, in all material respects with applicable accounting requirements and the published regulations including, but not limited to, liabilities or obligations on account of the SECtaxes or other governmental charges, have been prepared or will be prepared in all material respects in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial condition, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as of the indicated dates and for the indicated periods, subject to normal and recurring year-end audit adjustments and the absence of full footnote disclosure. (c) The aggregate amount of outstanding Indebtedness of Parent and its Subsidiaries comprising the total long-term debt (as such term is defined in the Parent Balance Sheet) as of the date of this Agreement is that are not set forth in Section 5.7(c) of on the Parent Disclosure Letter. Neither Parent nor its Subsidiaries are in material default under, nor has any event occurred that, with Initial Financial Statements or without notice or lapse of time or both, would constitute a material default or cause or permit the acceleration of, any Indebtedness of Parent or its Subsidiarieson Exhibit C hereto.

Financial Statements; Indebtedness. (a) The Borrower has furnished to the Lenders the Parent’s consolidated balance sheet as of December 31, 2006 and its consolidated statements of income, changes in stockholders’ equity and cash flow for the fiscal year then ended, and related footnotes, audited and certified without qualification by the Parent’s Accountants. The Borrower has also furnished to the Lenders the Parent’s unaudited consolidated balance sheet as of March 31, 2007 and its unaudited consolidated statements of income, changes in stockholders’ equity and cash flow for the 3 months then ended (the “Initial Financial Statements”), certified by the principal financial officer of the Parent, subject to normal, recurring year-end adjustments that shall not in the aggregate be material in amount. All such financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents complied, and audited consolidated financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been were prepared in all material respects in accordance with IFRS GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in specified and present fairly the notes thereto) and fairly present, in all material respects, financial position of the consolidated financial condition, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as of the indicated such dates and the results of the operations of the Parent and its Subsidiaries for such periods. The Borrower has also furnished to the indicated periodsLenders the Parent’s pro forma consolidated balance sheet as of the Closing Date and projections of its future consolidated results of operations, all of which were reasonable when made and continue to be reasonable at the date hereof. (b) The unaudited consolidated interim financial statements (including At the related notes and schedules) included date hereof, the Borrower has no Indebtedness or incorporated by reference in the Parent SEC Documents compliedother material liabilities, debts or obligations, whether accrued, absolute, contingent or otherwise, and unaudited consolidated interim financial statements (including the related notes and schedules) included whether due or incorporated by reference in the Parent SEC Documents filed after the date hereof will complyto become due, in all material respects with applicable accounting requirements and the published regulations including, but not limited to, liabilities or obligations on account of the SECtaxes or other governmental charges, have been prepared or will be prepared in all material respects in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial condition, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as of the indicated dates and for the indicated periods, subject to normal and recurring year-end audit adjustments and the absence of full footnote disclosure. (c) The aggregate amount of outstanding Indebtedness of Parent and its Subsidiaries comprising the total long-term debt (as such term is defined in the Parent Balance Sheet) as of the date of this Agreement is that are not set forth in Section 5.7(c) of on the Parent Disclosure Letter. Neither Parent nor its Subsidiaries are in material default under, nor has any event occurred that, with Initial Financial Statements or without notice or lapse of time or both, would constitute a material default or cause or permit the acceleration of, any Indebtedness of Parent or its Subsidiarieson Exhibit C hereto.

Financial Statements; Indebtedness. (a) The audited consolidated Attached as Schedule 3.07(a) are true and complete copies of (i) the unaudited financial statements of the Seller Companies (including consisting of a balance sheet and statement of operations) as of and for the related years ended December 31, 2013 and 2012, and (ii) the unaudited financial statements of the Seller Companies (consisting of a balance sheet and statement of operations) as of and for the 11-month period ended November 30, 2014 (collectively, the "Financial Statements"). The Financial Statements have been prepared in accordance with Seller Companies' GAAP (except that the interim Financial Statements do not contain all notes required by Seller Companies' GAAP and schedules) included or incorporated by reference the interim Financial Statement are subject to normal year-end adjustments which will not be material in amount in the Parent SEC Documents complied, aggregate) consistently applied and audited consolidated financial statements (including in accordance with historic past practices throughout the related notes periods involved and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, fairly present in all material respects with applicable accounting requirements and the published regulations of the SEC, have been prepared in all material respects in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial conditionposition, results of operations, shareholders' equity operations and cash flows of Parent and its Subsidiaries the Seller Companies as of the indicated dates dates, and for the periods, indicated periodstherein. (b) The unaudited consolidated interim financial statements (including the related notes and schedules) included or incorporated by reference Except as set forth in the Parent SEC Documents compliedFinancial Statements, and unaudited consolidated interim financial statements no Seller Company has any material liabilities, contingent or otherwise, other than (including the related notes and schedulesi) included or incorporated by reference liabilities incurred in the Parent SEC Documents filed after ordinary course of business subsequent to the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SECmost recent Financial Statements and (ii) liabilities under Contracts incurred in the ordinary course of business and not required under Seller Companies' GAAP to be reflected in the Financial Statements, which in both cases, are not material to the financial condition or operating results of such Seller Company, except as set forth on Schedule 3.07(b). Except as set forth in the Financial Statements, none of the Acquired Assets or the Indian Assets secures the guaranty or indemnification of any indebtedness of any other Person. For all periods covered by the Financial Statements, each of the Seller Companies have been prepared or will be prepared in all material respects maintained a standard system of accounting established and administered in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial condition, results of operations, shareholdersSeller Companies' equity and cash flows of Parent and its Subsidiaries as of the indicated dates and for the indicated periods, subject to normal and recurring year-end audit adjustments and the absence of full footnote disclosureGAAP. (c) The aggregate No Seller Company has any Indebtedness of any type (whether accrued, absolute, contingent, matured, unmatured or other and whether or not required to be reflected in financial statements prepared in accordance with Seller Companies' GAAP) that is not fully reflected in Schedule 3.07(c). Schedule 3.07(c) lists each item of Indebtedness identifying the creditor including name and address, the type of instrument under which the Indebtedness is owed and the amount of outstanding the Indebtedness of Parent and its Subsidiaries comprising the total long-term debt (as such term is defined in the Parent Balance Sheet) as of the business day immediately prior to the date hereof. With respect to each item of this Agreement Indebtedness, the applicable Seller Company is set forth not in Section 5.7(c) default, no payments are past due, and to the knowledge of the Parent Disclosure Letter. Neither Parent nor its Subsidiaries are in material default underDomestic Seller Companies, nor has any event occurred no circumstance exists that, with or without notice or lapse notice, the passage of time or both, would could constitute a material default by such Seller Company under any item of Indebtedness. No Seller Company has received any notice of a default, alleged failure to perform or any offset or counterclaim with respect to any item of Indebtedness that has not been fully remedied and withdrawn. The consummation of the transactions contemplated by this Agreement or any other Ancillary Agreement to which a Seller Company is a party will not cause a default, breach or permit the acceleration ofan acceleration, automatic or otherwise, of any Indebtedness conditions, covenants or any other terms of Parent any item of Indebtedness. No Seller Company is a guarantor or its Subsidiariesotherwise liable for any liability or obligation (including indebtedness) of any other Person.

Financial Statements; Indebtedness. (a) The audited consolidated financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents complied, and audited consolidated financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been prepared in all material respects in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial condition, results of operations, shareholders' ’ equity and cash flows of Parent and its Subsidiaries as of the indicated dates and for the indicated periods. (b) The unaudited consolidated interim financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents complied, and unaudited consolidated interim financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been prepared or will be prepared in all material respects in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial condition, results of operations, shareholders' ’ equity and cash flows of Parent and its Subsidiaries as of the indicated dates and for the indicated periods, subject to normal and recurring year-end audit adjustments and the absence of full footnote disclosure. (c) The aggregate amount of outstanding Indebtedness of Parent and its Subsidiaries comprising the total long-term debt (as such term is defined in the Parent Balance Sheet) as of the date of this Agreement is set forth in Section 5.7(c) of the Parent Disclosure Letter. Neither Parent nor its Subsidiaries are in material default under, nor has any event occurred that, with or without notice or lapse of time or both, would constitute a material default or cause or permit the acceleration of, any Indebtedness of Parent or its Subsidiaries.

Financial Statements; Indebtedness. (a) The Borrower has furnished to the Lenders the Parent’s consolidated balance sheet as of December 31, 2011 and its consolidated statements of income, changes in stockholders’ equity and cash flow for the fiscal year then ended, and related footnotes, audited and certified without qualification by the Borrower’s Accountants. The Borrower has also furnished to the Lenders the Parent’s unaudited consolidated balance sheet as of September 30, 2012 and its unaudited consolidated statements of income, changes in stockholders’ equity and cash flow for the three (3) months then ended (the “Initial Financial Statements”), certified by the principal financial officer of the Parent, subject to normal, recurring year-end adjustments that shall not in the aggregate be material in amount. All such financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents complied, and audited consolidated financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been were prepared in all material respects in accordance with IFRS GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in specified and present fairly the notes thereto) and fairly present, in all material respects, financial position of the consolidated financial condition, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as of the indicated such dates and the results of the operations of the Parent and its Subsidiaries for such periods. The Borrower has also furnished to the indicated periodsLenders the Parent’s pro forma consolidated balance sheet as of the Closing Date and projections of its future consolidated results of operations, all of which were reasonable when made and continue to be reasonable at the date hereof. (b) The unaudited consolidated interim financial statements (including At the related notes and schedules) included date hereof, the Borrower has no Indebtedness or incorporated by reference in the Parent SEC Documents compliedother material liabilities, debts or obligations, whether accrued, absolute, contingent or otherwise, and unaudited consolidated interim financial statements (including the related notes and schedules) included whether due or incorporated by reference in the Parent SEC Documents filed after the date hereof will complyto become due, in all material respects with applicable accounting requirements and the published regulations including, but not limited to, liabilities or obligations on account of the SECtaxes or other governmental charges, have been prepared or will be prepared in all material respects in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial condition, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as of the indicated dates and for the indicated periods, subject to normal and recurring year-end audit adjustments and the absence of full footnote disclosure. (c) The aggregate amount of outstanding Indebtedness of Parent and its Subsidiaries comprising the total long-term debt (as such term is defined in the Parent Balance Sheet) as of the date of this Agreement is that are not set forth in Section 5.7(c) of on the Parent Disclosure Letter. Neither Parent nor its Subsidiaries are in material default under, nor has any event occurred that, with Initial Financial Statements or without notice or lapse of time or both, would constitute a material default or cause or permit the acceleration of, any Indebtedness of Parent or its Subsidiarieson Exhibit C hereto.

Financial Statements; Indebtedness. Attached hereto as Schedule -------- 5.11(a) are the following financial statements of Seller: (a) The audited consolidated financial statements Balance ------- Sheets at December 31, 1999, 1998 and 1997 and audited Statements of Operations and Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997 (including consolidating schedules containing corresponding Statements of Assets and Liabilities and Statements of Revenue and Expenses of the related notes and schedules) included or incorporated by reference Schools in the Parent SEC Documents compliedform appropriate for filing with the DOE), and audited consolidated financial statements (including b) an unaudited Balance Sheet at June 30, 2000 and an unaudited Statement of Operations and Statement of Cash Flows for the related notes and schedules) included or incorporated by reference in six months ended June 30, 2000 (collectively, the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations "Financial Statements"). The basis of presentation of the SEC, have been prepared in all material respects in accordance with IFRS applied Financial Statements of the Seller and each of the Schools is disclosed on a consistent basis throughout the periods involved (except as may be indicated Schedule 5.11(b) attached hereto ---------------- or in the notes thereto) and fairly present, in all material respects. Except as disclosed on Schedule 5.11(b), the consolidated balance ---------------- sheets included in the Financial Statements present fairly in accordance with GAAP the assets and liabilities of Seller and each of the Schools as of the respective dates thereof, and the related statements of revenue and expenses present fairly in accordance with GAAP the results of operations of Seller and each of the Schools for the respective periods covered thereby. The Financial Statements (i) have been prepared based upon the books and records of Seller in a manner consistent with Seller's standard internal accounting practices, consistently applied, and (ii) fairly present the financial conditionposition 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 Seller and ---------------- the 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, materially correct and complete, fairly reflecting the income, expenses, assets and liabilities of the Seller and the Schools. On the date hereof, 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 Schools' business. As of the date hereof, Seller has no indebtedness, liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, other than: (1) those set forth or reserved against in the balance sheet of Seller as of June 30, 2000, to the extent set forth, reserved against or disclosed; (2) those incurred since June 30, 2000 in the ordinary course of business of the Schools and consistent in nature with past practice, and in an aggregate amount of not more than $20,000; and (3) those described in the Schedules attached hereto. There exists no condition relating to the Schools, whether absolute, accrued, contingent or otherwise, which could have an adverse effect on the properties, business, Purchased Assets, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as operations or condition (financial or otherwise) of the indicated dates and for Schools or which would prevent the indicated periods. (b) The unaudited consolidated interim financial statements (including operations of the related notes and schedules) included or incorporated by reference Schools from being carried on in the Parent SEC Documents compliedfuture in substantially the same manner as they are presently being conducted. Except as set forth on Schedule 5.11(d) attached ---------------- hereto, and unaudited consolidated interim financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been prepared or will be prepared in all material respects in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial condition, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as of the indicated dates and for the indicated periods, subject to normal and recurring year-end audit adjustments and the absence of full footnote disclosure. (c) The aggregate amount of outstanding Indebtedness of Parent and its Subsidiaries comprising the total there are no long-term debt (fixed or contractual liabilities relating to the operation of the Schools which are required to be assumed by Buyer in order to continue to operate the Schools as such term is defined presently operated by Seller, the annual expense of which are not reflected in the Parent Balance Sheet) as of the date of this Agreement is set forth in Section 5.7(c) of the Parent Disclosure Letter. Neither Parent nor its Subsidiaries are in material default under, nor has any event occurred that, with or without notice or lapse of time or both, would constitute a material default or cause or permit the acceleration of, any Indebtedness of Parent or its SubsidiariesFinancial Statements.

Financial Statements; Indebtedness. Seller has delivered or otherwise made available to Parent (a) The Seller’s audited consolidated balance sheet as of each of December 31, 2014, 2013 and 2012 and the related financial statements for each of the years then ended and (including b) the unaudited balance sheet of Seller as of April 30, 2015 (the “Seller Balance Sheet”) and the related notes and schedules) included or incorporated by reference in unaudited statement of operations of Seller for the Parent SEC Documents complied, and audited consolidated year then ended (all of the foregoing financial statements (including of Seller and any notes thereto are hereinafter collectively referred to as the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been prepared in all material respects in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and “Seller Financial Statements”). The Seller Financial Statements fairly present, in all material respects, the consolidated financial condition, condition of Seller at the dates therein indicated and the results of operationsoperations of Seller for the periods therein specified in accordance with United States generally accepted accounting principles (“GAAP”), shareholders' equity in each case, as applied in the Ordinary Course of Business, except that the unaudited financial statements do not contain footnotes. The financial records of Seller, all of which Seller has made available to Parent, are true, correct and cash flows complete and represent actual, bona fide transactions and have been maintained in accordance with sound business practices, including the maintenance of Parent and its Subsidiaries as an adequate system of internal controls. Section 3.5 of the indicated dates Seller Disclosure Letter lists all Indebtedness of Seller and specifies any property affected by such Indebtedness. Seller is, and after giving effect to the transactions contemplated hereby, will be Solvent. With respect to the inventory of Seller shown on the face of the Seller Balance Sheet and Closing Statement, (a) all of such inventory is merchantable and fit for the indicated periods. purpose for which it was procured or produced, (b) The unaudited consolidated interim financial statements (including all of such inventory other than written off inventory, except to the related notes extent of reserves shown on the face of such balance sheet, consists of a quality and schedules) included or incorporated by reference quantity usable and salable in the Parent SEC Documents compliedits Ordinary Course of Business, and unaudited consolidated interim financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been prepared or will be prepared in all material respects in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial condition, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as of the indicated dates and for the indicated periods, subject to normal and recurring year-end audit adjustments and the absence of full footnote disclosure. (c) The aggregate amount none of outstanding Indebtedness such inventory is obsolete, damaged or defective, and (d) the quantities of Parent each item of such inventory are not excessive and its Subsidiaries comprising the total long-term debt (as such term is defined are reasonable in the Parent Balance Sheet) as present circumstances of the date of this Agreement is set forth in Section 5.7(c) of the Parent Disclosure Letter. Neither Parent nor its Subsidiaries are in material default under, nor has any event occurred that, with or without notice or lapse of time or both, would constitute a material default or cause or permit the acceleration of, any Indebtedness of Parent or its SubsidiariesBusiness.

Financial Statements; Indebtedness. (a) The Set forth in Section 3.7(a) of the Seller Disclosure Letter are (collectively, the “Company Financial Statements”): (i) the audited consolidated financial statements (including balance sheets of the Company as of January 2, 2011 and January 3, 2010 and the related notes and schedules) included or incorporated by reference in the Parent SEC Documents complied, and audited consolidated financial statements of operations, stockholder’s equity and cash flows for the respective years then ended and (including ii) the unaudited consolidated balance sheets of the Company as of April 3, 2011 (the “Latest Balance Sheet”) and the related notes unaudited consolidated statements of operations, stockholder’s equity and schedulescash flows (but excluding the related footnotes) included or incorporated by reference in for the Parent SEC Documents filed after three (3) month period then ended. Except as set forth therein, the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been prepared in all material respects in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly presentCompany Financial Statements present fairly, in all material respects, the consolidated financial conditionposition, results statements of operations, shareholders' stockholders equity and cash flows of Parent the Company and its Subsidiaries Subsidiaries, taken as of a whole, at the indicated respective dates set forth therein and for the indicated periodsrespective periods covered thereby, and were prepared from the books and records of the Company in accordance with GAAP (except, in the case of the unaudited financial statements, for the absence of footnotes and any year-end adjustments), consistently applied; provided that no representation or warranty is made by Seller with respect to any financial information and other financial data included or reflected in the Company Financial Statements to the extent relating to the Excluded Restaurants, the AFA Service Corporation, the Arby’s Franchise Association of Canada, the Winthrop Lease Agreement or the Pension Plan. (b) The unaudited consolidated interim financial statements Part I of Section 3.7(b) of the Seller Disclosure Letter sets forth a complete and correct list of all Assumed Indebtedness Obligations of the Company Group, identifying for each such Assumed Indebtedness Obligation, as of April 3, 2011, the unit number (including the related notes and schedulesif applicable) included or incorporated by reference in the Parent SEC Documents complied, and unaudited consolidated interim financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements relating to such Assumed Indebtedness Obligation and the published regulations amount of such Assumed Indebtedness Obligation. Part II of Section 3.7(b) of the SEC, have been prepared or will be prepared in all material respects in accordance with IFRS applied on Seller Disclosure Letter sets forth a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) complete and fairly present, in all material respects, the consolidated financial condition, results correct list of operations, shareholders' equity and cash flows each item of Parent and its Subsidiaries as Indebtedness of the indicated dates and for the indicated periods, subject to normal and recurring year-end audit adjustments and the absence of full footnote disclosure. (c) The aggregate amount of outstanding Indebtedness of Parent and its Subsidiaries comprising the total long-term debt (as such term is defined in the Parent Balance Sheet) Company Group as of the date of this Agreement that is set forth in Section 5.7(cnot an Assumed Indebtedness Obligation, identifying for each such item of Indebtedness, as of April 3, 2011, the unit number (if applicable) relating to such item of Indebtedness and the amount of such Indebtedness. With respect to each such item of Indebtedness, none of the Parent Disclosure Lettermembers of the Company Group is in default in any material respect and no material amount of payments are past due. Neither Parent nor its Subsidiaries are in material default underNone of the members of the Company Group have received any written notice of a default, nor alleged failure to perform or any offset or counterclaim with respect to any item of Indebtedness that has any event occurred that, with not been fully remedied or without notice or lapse of time or both, would constitute a material default or cause or permit the acceleration of, any Indebtedness of Parent or its Subsidiarieswithdrawn.

Financial Statements; Indebtedness. (a) The Company has provided to MergerCo copies of (a) the audited consolidated balance sheets and consolidated statements of income and cash flows for the Company and its Subsidiaries as of and for each of the years ended December 31, 1997 (the "Most Recent Fiscal Year End"), 1996 and 1995 and (b) the unaudited consolidated balance sheet (the "Current Balance Sheet") and consolidated statements of income and cash flows for the Company and its Subsidiaries as of and for the four-month period ended April 30, 1998. Except as disclosed in the notes thereto, such financial statements (including collectively, the related notes and schedules"Financial Statements") included or incorporated by reference in the Parent SEC Documents complied, and audited consolidated financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been prepared in all material respects in accordance with IFRS United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) covered thereby and fairly present, in all material respects, the consolidated financial condition, condition and the results of operations, shareholders' equity operations and cash flows of Parent the Company and its Subsidiaries as of the indicated respective dates thereof and for the indicated periodsperiods referred to therein, and are consistent with the books and records of the Company and its Subsidiaries; provided, however, that the Financial Statements referred to in clause (b) above are subject to normal year end adjustments (which will not be material individually or in the aggregate) and do not include footnotes. (b) The unaudited consolidated interim financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents complied, and unaudited consolidated interim financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been prepared or will be prepared in all material respects in accordance with IFRS applied on a consistent basis throughout the periods involved (except Except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial condition, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as of the indicated dates and for the indicated periods, subject to normal and recurring year-end audit adjustments and the absence of full footnote disclosure. (c) The aggregate amount of outstanding Indebtedness of Parent and its Subsidiaries comprising the total long-term debt (as such term is defined in the Parent Balance Sheet) as of the date of this Agreement is set forth in Section 5.7(c3.06(b) of the Parent Disclosure Letter. Neither Parent Schedule, neither the Company nor any of its Subsidiaries are in material default under, nor has any event occurred thatIndebtedness. For purposes of this Agreement, "Indebtedness" means, without duplication, (i) all indebtedness (and accrued interest thereon) for borrowed money (including, without limitation, purchase money obligations and all indebtedness under revolving credit arrangements), (ii) any obligation evidenced by any note, bond, debenture or similar instrument, (iii) all capitalized lease obligations, (iv) any commitment by which a Person assures a creditor against loss (including, without limitation, contingent reimbursement obligations with or without notice or lapse respect to letters of time or both, would constitute a material default or cause or permit credit) and (v) all guarantees of any of the acceleration of, any Indebtedness of Parent or its Subsidiariesforegoing.

Financial Statements; Indebtedness. (a) The Financial Statements Schedule consists of true, correct and complete copies of: (i) the Company’s unaudited consolidated balance sheet as of April 3, 2010 (the “Latest Balance Sheet”) and the related statement of income for the three-month period then ended and (ii) the Company’s audited consolidated balance sheet and statements of income and cash flows for the fiscal years ended December 31, 2008 and December 31, 2009 (the financial statements referred to in clause (including ii) are referred to herein as the related notes and schedules) included or incorporated by reference in “Audited Financial Statements” and, together with the Parent SEC Documents complied, and audited consolidated financial statements referred to in clause (including i), the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, “Financial Statements”). The Financial Statements have been prepared in all material respects accordance with the books and records of the Company and its Subsidiaries and have been prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) included and present fairly present, in all material respects, respects the consolidated financial condition, condition and results of operations, shareholders' equity and cash flows operations of Parent the Company and its Subsidiaries (taken as whole) as of the indicated dates times and for the indicated periodsperiods referred to therein, subject in the case of the unaudited financial statements to (i) the absence of footnote disclosures and other presentation items and (ii) changes resulting from year-end adjustments (which adjustments, individually and in the aggregate, would not be material). (b) The unaudited consolidated interim financial statements (including the related notes and schedules) included or incorporated by reference Except as set forth in the Parent SEC Documents compliedIndebtedness Schedule, neither the Company nor any of its Subsidiaries has any outstanding Indebtedness or any liability or obligation of any nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and unaudited consolidated interim financial statements whether due or to become due) except for (including i) liabilities reflected on the related notes and schedulesLatest Balance Sheet, (ii) included or incorporated by reference liabilities incurred in the Parent SEC Documents filed ordinary course of business consistent with past practice since the date of the Latest Balance Sheet (none of which is a liability for breach of contract, breach of warranty, tort or infringement by the Company or any of its Subsidiaries), (iii) liabilities incurred after the date hereof will complyin accordance with the terms of this Agreement and (iv) liabilities disclosed on any Schedule to this Agreement, including any liabilities under any contract, commitment or agreement disclosed on any Schedule to this Agreement (or not required to be disclosed because of the term or amount thereof), none of which is a liability for breach of contract, breach of warranty, tort or infringement by the Company or any of its Subsidiaries). Except as set forth in all material respects with applicable accounting requirements and the published regulations Financial Statements, the Company does not maintain any “off-balance-sheet arrangements” within the meaning of Item 303 of Regulation S-K of the SEC, have been prepared or will be prepared in all material respects in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial condition, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as of the indicated dates and for the indicated periods, subject to normal and recurring year-end audit adjustments and the absence of full footnote disclosure. (c) The aggregate amount of outstanding Indebtedness of Parent and its Subsidiaries comprising the total long-term debt (as such term is defined in the Parent Balance Sheet) as of the date of this Agreement is set forth in Section 5.7(c) of the Parent Disclosure Letter. Neither Parent nor its Subsidiaries are in material default under, nor has any event occurred that, with or without notice or lapse of time or both, would constitute a material default or cause or permit the acceleration of, any Indebtedness of Parent or its Subsidiaries.

Financial Statements; Indebtedness. Attached hereto as Schedule -------- 5.11(a) are the following financial statements of Seller: (a) The audited consolidated financial statements Balance ------- Sheets at November 30, 1999, 1998 and 1997 and audited Statements of Operations and Statements of Cash Flows for the years ended November 30, 1999, 1998 and 1997 (including consolidating schedules containing corresponding Statements of Assets and Liabilities and Statements of Revenue and Expenses of the related notes and schedules) included or incorporated by reference Schools in the Parent SEC Documents compliedform appropriate for filing with the DOE), and audited consolidated financial statements (including b) an unaudited Balance Sheet at June 30, 2000 and an unaudited Statement of Operations and Statement of Cash Flows for the related notes and schedules) included or incorporated by reference in seven months ended June 30, 2000 (collectively, the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations "Financial Statements"). The basis of presentation of the SEC, have been prepared in all material respects in accordance with IFRS applied Financial Statements of the Seller and each of the Schools is disclosed on a consistent basis throughout the periods involved (except as may be indicated Schedule 5.11(b) attached ---------------- hereto or in the notes thereto) and fairly present, in all material respects. Except as disclosed on Schedule 5.11(b), the consolidated ---------------- balance sheets included in the Financial Statements present fairly in accordance with GAAP the assets and liabilities of Seller and each of the Schools as of the respective dates thereof, and the related statements of revenue and expenses present fairly in accordance with GAAP the results of operations of Seller and each of the Schools for the respective periods covered thereby. The Financial Statements (i) have been prepared based upon the books and records of Seller in a manner consistent with Seller's standard internal accounting practices, consistently applied, and (ii) fairly present the financial conditionposition 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 Seller and ---------------- the 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, materially correct and complete, fairly reflecting the income, expenses, assets and liabilities of the Seller and the Schools. On the date hereof, 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 Schools' business. As of the date hereof, Seller has no indebtedness, liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, other than: (1) those set forth or reserved against in the balance sheet of Seller as of June 30, 2000, to the extent set forth, reserved against or disclosed; (2) those incurred since June 30, 2000 in the ordinary course of business of the Schools and consistent in nature with past practice, and in an aggregate amount of not more than $20,000; and (3) those described in the Schedules attached hereto. Except as set forth in Schedule 5.5(c), there exists no condition relating to --------------- the Schools, whether absolute, accrued, contingent or otherwise, which could have a materially adverse effect on the properties, business, Purchased Assets, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as operations or condition (financial or otherwise) of the indicated dates and for Schools or which would prevent the indicated periods. (b) The unaudited consolidated interim financial statements (including operations of the related notes and schedules) included or incorporated by reference Schools from being carried on in the Parent SEC Documents compliedfuture in substantially the same manner as they are presently being conducted. Except as set forth on Schedule 5.11(d) attached hereto, and unaudited consolidated interim financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been prepared or will be prepared in all material respects in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial condition, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as of the indicated dates and for the indicated periods, subject to normal and recurring year-end audit adjustments and the absence of full footnote disclosure. (c) The aggregate amount of outstanding Indebtedness of Parent and its Subsidiaries comprising the total there are no long-term debt (fixed or ---------------- contractual liabilities relating to the operation of the Schools which are required to be assumed by Buyer in order to continue to operate the Schools as such term is defined presently operated by Seller, the annual expense of which are not reflected in the Parent Balance Sheet) as of the date of this Agreement is set forth in Section 5.7(c) of the Parent Disclosure Letter. Neither Parent nor its Subsidiaries are in material default under, nor has any event occurred that, with or without notice or lapse of time or both, would constitute a material default or cause or permit the acceleration of, any Indebtedness of Parent or its SubsidiariesFinancial Statements.

Financial Statements; Indebtedness. (aAttached hereto as Schedule -------- 5.11(a) The audited consolidated are the following financial statements of Seller: audited Balance ------- Sheets at December 31, 1999, 1998 and 1997; and audited Statements of Operations and Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997 (including collectively, the "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 notes statements of revenue and schedulesexpenses present fairly in accordance with GAAP the results of operations of Seller for the respective periods covered thereby. The Financial Statements (i) included or incorporated by reference in the Parent SEC Documents complied, and audited consolidated financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been prepared based upon the books and records of Seller in all material respects a manner consistent with Seller's standard internal accounting practices, consistently applied and (ii) 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 Schools in accordance with IFRS applied on a consistent basis throughout applicable laws, rules and regulations and with GAAP and GAGAS, and such books and records are, and during the periods involved (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 as may be indicated for liabilities, and changes in amounts of liabilities, incurred in the notes theretoordinary course of business (none of which would cause a material adverse change in the financial condition of the 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 Schools' business. As of the date hereof, Seller has no indebtedness, liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, other than: (1) and fairly presentthose set forth or reserved against in the balance sheet of Seller as of December 31, 1999, to the extent set forth, reserved against or disclosed; (2) those incurred since December 31, 1999, in all material respectsthe ordinary course of business of the Schools and consistent in nature with past practice, and in an aggregate amount of not more than $200,000; and (3) those described in the consolidated financial conditionSchedules attached hereto. To the best knowledge of Owners, there exists no condition relating to the Schools, whether absolute, accrued, contingent or otherwise, which could have an adverse effect on the properties, business, Purchased Assets, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as operations or condition (financial or otherwise) of the indicated dates and for Schools or which would prevent the indicated periods. (b) The unaudited consolidated interim financial statements (including operations of the related notes and schedules) included or incorporated by reference Schools from being carried on in the Parent SEC Documents compliedfuture in substantially the same manner as they are presently being conducted. Except as set forth on Schedule 5.11(d) attached hereto, and unaudited consolidated interim financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been prepared or will be prepared in all material respects in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial condition, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as of the indicated dates and for the indicated periods, subject to normal and recurring year-end audit adjustments and the absence of full footnote disclosure. (c) The aggregate amount of outstanding Indebtedness of Parent and its Subsidiaries comprising the total there are no long-term debt (fixed or ---------------- contractual liabilities relating to the operation of the Schools which are required to be assumed by Buyer in order to continue to operate the Schools as such term is defined presently operated by Seller, the annual expense of which are not reflected in the Parent Balance Sheet) as of the date of Financial Statements or which are not otherwise disclosed in this Agreement is set forth in Section 5.7(c) of the Parent Disclosure Letter. Neither Parent nor its Subsidiaries are in material default under, nor has or any event occurred that, with or without notice or lapse of time or both, would constitute a material default or cause or permit the acceleration of, any Indebtedness of Parent or its SubsidiariesSchedule hereto.

Financial Statements; Indebtedness. (a) The Borrower has furnished to the Lender its consolidated balance sheet as of December 31, 2006 and its consolidated statements of income, changes in stockholders’ equity and cash flow for the fiscal year then ended, and related footnotes, audited and certified by the Borrower’s Accountants. The Borrower has also furnished to the Lender its unaudited consolidated balance sheet as of March 31, 2007 and its unaudited consolidated statements of income, changes in stockholders’ equity and cash flow for the three months then ended (the “Initial Financial Statement”), certified by the principal financial officer of the Borrower, subject to normal, recurring year-end adjustments that shall not in the aggregate be material in amount. All such financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents complied, and audited consolidated financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been were prepared in all material respects in accordance with IFRS GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in specified and present fairly the notes thereto) and fairly present, in all material respects, financial position of the consolidated financial condition, results of operations, shareholders' equity and cash flows of Parent Borrower and its Subsidiaries as of the indicated such dates and the results of the operations of the Borrower and its Subsidiaries for such periods. The Borrower have also furnished to the indicated periodsLender its pro forma consolidated balance sheet as of the Closing Date and projections of its future consolidated results of operations, all of which were reasonable when made and continue to be reasonable at the date hereof. (b) The unaudited consolidated interim financial statements (including At the related notes and schedules) included date hereof, the Borrower has no Indebtedness or incorporated by reference in the Parent SEC Documents compliedother material liabilities, debts or obligations, whether accrued, absolute, contingent or otherwise, and unaudited consolidated interim financial statements (including the related notes and schedules) included whether due or incorporated by reference in the Parent SEC Documents filed after the date hereof will complyto become due, in all material respects with applicable accounting requirements and the published regulations including, but not limited to, liabilities or obligations on account of the SECtaxes or other governmental charges, have been prepared or will be prepared in all material respects in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial condition, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as of the indicated dates and for the indicated periods, subject to normal and recurring year-end audit adjustments and the absence of full footnote disclosure. (c) The aggregate amount of outstanding Indebtedness of Parent and its Subsidiaries comprising the total long-term debt (as such term is defined in the Parent Balance Sheet) as of the date of this Agreement is that are not set forth in Section 5.7(c) of on the Parent Disclosure Letter. Neither Parent nor its Subsidiaries are in material default under, nor has any event occurred that, with Initial Financial Statement or without notice or lapse of time or both, would constitute a material default or cause or permit the acceleration of, any Indebtedness of Parent or its Subsidiarieson Exhibit C hereto.