Common use of Recruitment; Admissions Procedures; Attendance; Reports Clause in Contracts

Recruitment; Admissions Procedures; Attendance; Reports. Schedule 5.6(a) attached hereto is a complete list of all policy manuals and --------------- other statements of procedures or instruction relating to recruitment of students for the Schools, including (a) procedures for assisting in the application by prospective students for direct or indirect state or federal financial assistance; (b) admissions procedures, including any descriptions of procedures for insuring compliance with state or federal or other appropriate standards or tests of eligibility; and (c) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course completion and certification (collectively, the "Policy Guidelines"). Schedule 5.6(b) attached hereto sets forth a list of the --------------- Policy Guidelines with respect to those students continuing in the Schools after the Closing Date (the "Disclosed Guidelines"). Seller has delivered to Buyer true, correct and complete copies of all Policy Guidelines, Disclosed Guidelines and all documents and other information disseminated to students or prospective students. Seller's operations with respect to the Schools have been conducted in accordance with the Policy Guidelines and all relevant standards imposed by applicable accrediting bodies, agencies administering state or federal governmental programs in which Seller participates, and other applicable laws or regulations. Seller has submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, including, without limitation, all annual compliance audits and audited financial statements, for the Schools to all agencies or other entities with which such filings are required relating to its compliance with (i) applicable accreditation standards governing its activities and (ii) laws or regulations governing programs pursuant to which Seller or its students receive funding. Complete and accurate records for all present and past students attending the Schools have been maintained consistent with the operations of a school business. All forms and records with respect to the Schools have been prepared, completed, maintained and filed in accordance with all applicable federal and state laws and regulations, and are true and correct. All financial aid grants and loans, disbursements and record keeping relating thereto have been completed in compliance with all federal and state requirements, and there are no deficiencies in respect thereto. The Schools and Seller have complied with the legal requirements that no student at the Schools be funded prior to the date for which such student was eligible for funding. Seller covenants and agrees that it shall reimburse Buyer for and indemnify Buyer against any fines, penalties, expenses, costs and other losses Buyer may incur as a result of any pre-eligibility funding prior to the Closing Date. The records of each student at the Schools conform in form and substance to all relevant regulatory requirements.

Recruitment; Admissions Procedures; Attendance; Reports. Schedule 5.6(aAttached as SCHEDULE 2(H)(I) attached hereto is a complete list of to the Disclosure Memorandum are all policy manuals and --------------- other statements of procedures or instruction relating to recruitment of students for the Schools' students, including (a) procedures for assisting in the application by prospective students for direct or indirect state or federal Federal financial assistance; (b) admissions procedures, including any descriptions of procedures for insuring compliance with state or federal Federal or other appropriate standards or tests of eligibility; and (c) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course completion and certification (collectively, collectively referred to as the "Policy Guidelines"). Schedule 5.6(b) attached hereto sets forth a list of the --------------- Policy Guidelines with respect to those students continuing in the Schools after the Closing Date (the "Disclosed Guidelines"). Seller has which have previously been delivered to the Buyer true, correct and complete copies of all Policy Guidelines, Disclosed Guidelines and all documents and other information disseminated to students or prospective studentsby the Corporation. Seller's The Schools' operations with respect to the Schools have been conducted in all material respects in accordance with the Policy Guidelines and all relevant standards imposed by applicable accrediting bodies, agencies administering state or federal governmental programs in which Seller participates, and other applicable laws or regulationsGuidelines. Seller The Corporation has submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requestsrequests ("Compliance Reports"), including, without limitation, all annual compliance audits and audited financial statements, for the Schools to all agencies or other entities with which such filings are required relating to its the Schools' compliance with (iI) applicable accreditation standards governing its activities and or (ii) laws or regulations governing programs pursuant to which Seller the Schools or its students attending the Schools receive funding, including, without limitation, the Perkxxx Xxxn Program, the Federal Family Education Loan Programs, the Pell Grant program and the Supplemental Educational Opportunity Grant Program, the Federal Direct Student Loan Program or the Federal Work Study Program, all of which are provided for pursuant to Title IV of the HEA. Complete and accurate records in all material respects for all present and past students attending the Schools have been maintained consistent with the operations of a school business. All forms and records with respect to the Schools have been prepared, completed, maintained and filed in all material respects in accordance with all applicable federal and state laws and regulationsregulations applicable to the operations of the Schools, and are true and correctcorrect in all material respects. All financial aid grants and loans, disbursements and record keeping relating thereto to them have been completed in compliance in all material respects with all federal and state requirements, and there are no material deficiencies in respect thereto. The Schools and Seller have complied with the legal requirements that no No student at the Schools be has been funded prior to the date for which such student was eligible for fundingfunding and such student's records have been processed in all material respects in accordance with all applicable federal, state and relevant third party funding source requirements. Seller covenants All appropriate reports and agrees that it shall reimburse Buyer for surveys have been accurately prepared, taken and indemnify Buyer against any fines, penalties, expenses, costs and other losses Buyer may incur as a result of any pre-eligibility funding filed prior to the Closing Date. The records of each student at the Schools conform in form and substance to all relevant regulatory requirementsdelinquency.

Recruitment; Admissions Procedures; Attendance; Reports. Schedule 5.6(aAttached as SCHEDULE 2(I) attached hereto is a complete list of to the Disclosure Memorandum are all policy manuals and --------------- other statements of procedures or instruction relating to recruitment of students for the Schools' students, including (a) procedures for assisting in the application by prospective students for direct or indirect state or federal Federal financial assistance; (b) admissions procedures, including any descriptions of procedures for insuring compliance with state or federal Federal or other appropriate standards or tests of eligibility; and (c) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course completion and certification (collectively, collectively referred to as the "Policy Guidelines"). Schedule 5.6(b) attached hereto sets forth a list of the --------------- Policy Guidelines with respect to those students continuing in the Schools after the Closing Date (the "Disclosed Guidelines"). Seller has , which have previously been delivered to the Buyer true, correct and complete copies of all Policy Guidelines, Disclosed Guidelines and all documents and other information disseminated to students or prospective studentsby the Corporation. Seller's The Schools' operations with respect to the Schools have been conducted in all material respects in accordance with the Policy Guidelines and all relevant standards imposed by applicable accrediting bodiesGuidelines. To the best of the Shareholder's knowledge, agencies administering state or federal governmental programs in which Seller participates, and other applicable laws or regulations. Seller the Corporation has submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requestsrequests ("Compliance Reports"), including, without limitation, all annual compliance audits and audited financial statements, for the Schools to all agencies or other entities with which such filings are required relating to its the Schools' compliance with (i) applicable accreditation standards governing its activities and or (ii) laws or regulations governing programs pursuant to which Seller the Schools or its students attending the Schools receive funding, including, without limitation, the Perkxxx Xxxn Program, the Federal Family Education Loan Programs, the Pell Grant program and the Supplemental Educational Opportunity Grant Program, the Federal Direct Student Loan Program or the Federal Work Study Program, all of which are provided for pursuant to Title IV of the HEA, and no instance of non-compliance has occurred which will materially and adversely affect the financial condition of the Corporation. Complete and accurate records in all material respects for all present and past students attending the Schools have been maintained consistent with the operations of a school business. All forms and records with respect to the Schools have been prepared, completed, maintained and filed in all material respects in accordance with all applicable federal and state laws and regulationsregulations applicable to the operations of the Schools, and are true and correctcorrect in all material respects. All financial aid grants and loans, disbursements and record keeping relating thereto to them have been completed in compliance in all material respects with all federal and state requirements, and there are no material deficiencies in respect thereto. The Schools and Seller have complied with To the legal requirements that best of the Shareholder's knowledge, no student at the Schools be has been funded prior to the date for which such student was eligible for fundingfunding and such student's records have been processed in all material respects in accordance with all applicable federal, state and relevant third party funding source requirements. Seller covenants All appropriate reports and agrees that it shall reimburse Buyer for surveys have been accurately prepared, taken and indemnify Buyer against any fines, penalties, expenses, costs and other losses Buyer may incur as a result of any pre-eligibility funding filed prior to the Closing Date. The records of each student at the Schools conform in form and substance to all relevant regulatory requirementsdelinquency.

Recruitment; Admissions Procedures; Attendance; Reports. Schedule 5.6(a5.06(a) attached hereto is a complete list of all policy manuals and --------------- other statements of procedures or instruction relating to recruitment of students for the SchoolsSchool, including (a) procedures for assisting in the application by prospective students for direct or indirect state or federal financial assistance; (b) admissions procedures, including any descriptions of procedures for insuring compliance with state or federal or other appropriate standards or tests of eligibility; and (c) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course completion and certification (collectively, the "Policy GuidelinesPOLICY GUIDELINES"). Schedule 5.6(b5.06(b) attached hereto sets forth a list of the --------------- Policy Guidelines with respect to those students continuing in the Schools School after the Closing Date (the "Disclosed GuidelinesDISCLOSED GUIDELINES"). Seller has delivered to Buyer true, correct and complete copies of all Policy Guidelines, Disclosed Guidelines and all documents and other information disseminated to students or prospective students. Seller's operations with respect to the Schools School have been conducted in accordance with the Policy Guidelines and all relevant standards imposed by applicable accrediting bodies, agencies administering state or federal governmental programs in which Seller participates, and other applicable laws or regulations. Seller has submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, including, without limitation, all annual compliance audits and audited financial statements, for the Schools School to all agencies or other entities with which such filings are required relating to its compliance with (i) applicable accreditation standards governing its activities and (ii) laws or regulations governing programs pursuant to which Seller or its students receive funding. Complete Materially complete and accurate records for all present and past students attending the Schools School have been maintained consistent with the operations of a school business. All forms and records with respect to the Schools School have been prepared, completed, maintained and filed in accordance with all applicable federal and state laws and regulations, and are true and correct, provided, however, the Seller has, where reasonable and customary, accepted as true, facts and data provided by third parties. All financial aid grants and loans, disbursements and record keeping relating thereto have been completed in compliance with all federal and state requirements, and there are no deficiencies in respect thereto. The Schools School and Seller have complied with the legal requirements that no student at the Schools School be funded prior to the date for which such student was eligible for funding. Seller covenants and agrees that it shall reimburse Buyer for and indemnify Buyer against any fines, penalties, expenses, costs and other losses Buyer may incur as a result of any pre-eligibility funding prior to the Closing Date. The records of each student at the Schools School conform in form and substance to all relevant regulatory requirements.

Recruitment; Admissions Procedures; Attendance; Reports. Schedule SCHEDULE 5.6(a) attached hereto is a complete list of all policy manuals and --------------- -------- other statements of procedures or instruction relating to recruitment of students for the Schoolseach Tier I School, including (a) procedures for assisting in the application by prospective students for direct or indirect state or federal student financial assistance; (b) admissions procedures, including any descriptions of procedures for insuring compliance with federal, state or federal or other appropriate standards or tests of eligibilityaccrediting agency requirements applicable to such procedures; and (c) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course completion and certification (collectively, the "Policy Guidelines"). Schedule 5.6(b) attached hereto sets forth a list of the --------------- Policy Guidelines with respect to those students continuing in the Schools after the Closing Date (the "Disclosed Guidelines"). Seller has Sellers have delivered or made available to Buyer true, correct and complete copies of all Policy Guidelines, Disclosed Guidelines and all documents and other information disseminated to students or prospective studentsstudents concerning such Policy Guidelines. Seller's Except as set forth in SCHEDULE -------- 5.6(b), Sellers' operations with respect to the Schools have each Tier I School have, in all material respects, been conducted in accordance with the Policy Guidelines and all relevant standards imposed by applicable accrediting bodies, agencies administering state or federal governmental programs in which Seller participates, and other applicable laws or regulationsGuidelines. Seller has Sellers have submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, including, without limitation, all annual compliance audits and audited financial statements, for the Schools each Tier I School ("Compliance Reports") to all agencies or other entities Regulatory Agencies with which such filings are required relating to its compliance with (i) applicable accreditation standards governing its activities activities, and (ii) laws or regulations governing programs pursuant to which Seller Sellers or its their students receive fundingstudent financial assistance. Complete and accurate records in all material respects for all present and past former students attending the Schools each Tier I School have been maintained consistent with the operations of a school each Tier I School's business. All forms forms, records, reports and records returns with respect to the Schools each Tier I School have been prepared, completed, maintained and filed in all material respects in accordance with all applicable federal and state laws and regulationsregulations and requirements of any Regulatory Agency, and are true and correct. All financial aid grants and loans, disbursements and record keeping relating thereto have been completed correct in compliance with all federal and state requirements, and there are no deficiencies in respect thereto. The Schools and Seller have complied with the legal requirements that no student at the Schools be funded prior to the date for which such student was eligible for funding. Seller covenants and agrees that it shall reimburse Buyer for and indemnify Buyer against any fines, penalties, expenses, costs and other losses Buyer may incur as a result of any pre-eligibility funding prior to the Closing Date. The records of each student at the Schools conform in form and substance to all relevant regulatory requirementsmaterial respects.

Recruitment; Admissions Procedures; Attendance; Reports. Schedule 5.6(aAttached as EXHIBIT 14(14) attached hereto is a complete list to this Agreement are copies of all of the Sellers' policy manuals and --------------- other statements of procedures or instruction relating to recruitment of students for the Schoolsstudents, including (a) procedures for assisting in the application by prospective students for direct or indirect state or federal Federal financial assistance; (b) admissions procedures, including any descriptions of procedures for insuring compliance with state or federal Federal or other appropriate standards or tests of eligibility; and (c) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course completion and certification (collectively, collectively referred to as the "Policy Guidelines"). Schedule 5.6(b) attached hereto sets forth a list of the --------------- Policy Guidelines with respect to those students continuing in the Schools after the Closing Date (the "Disclosed Guidelines"). Seller has delivered to Buyer true, correct and complete copies of all Policy Guidelines, Disclosed Guidelines and all documents and other information disseminated to students or prospective students. Seller's Sellers' operations with respect to the Schools have been conducted in all material respects in accordance with the Policy Guidelines and all relevant standards imposed by applicable accrediting bodies, agencies administering state or federal governmental programs in which Seller participates, and other applicable laws or regulationsGuidelines. Seller Each of the Sellers has submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requestsrequests ("Compliance Reports"), including, without limitation, all annual compliance audits and audited financial statements, for the Schools to all agencies or other entities with which such filings are required relating to its compliance with (i) applicable accreditation standards governing its activities and or (ii) laws or regulations governing programs pursuant to which Seller the Sellers or its students attending the Schools receive funding, including, without limitation, the Perkxxx Xxxn Program, the Stafxxxx Xxxdent Loan Program, the Pell Grant Program and the Supplemental Educational Opportunity Grant Programs, or the Federal Direct Student Lending Program, all of which are provided for pursuant to Title IV of the HEA. Complete and accurate records in all material respects for all present and past students attending each of the Schools have been maintained consistent with the operations of a school business. All forms and records with respect to the Schools have been prepared, completed, maintained and filed in all material respects in accordance with all applicable federal and state laws and regulations, and are true and correctcorrect in all material respects. All financial aid grants and loans, disbursements and record keeping relating thereto to them have been completed in compliance in all material respects with all federal and state requirements, and there are no material deficiencies in respect thereto. The Schools and Seller have complied with the legal requirements that no No student at the Schools be has been funded prior to the date for which such student was eligible for fundingfunding and such student's records have been processed in all material respects in accordance with all applicable federal, state and relevant third party funding source requirements. Seller covenants All appropriate reports and agrees that it shall reimburse Buyer for surveys have been accurately prepared, taken and indemnify Buyer against any fines, penalties, expenses, costs and other losses Buyer may incur as a result of any pre-eligibility funding filed prior to the Closing Date. The records of each student at the Schools conform in form and substance to all relevant regulatory requirementsdelinquency.

Recruitment; Admissions Procedures; Attendance; Reports. Schedule 5.6(aAttached as EXHIBIT 12(12) attached hereto is a complete list to this Agreement are copies of all policy manuals and --------------- other statements of procedures or instruction relating to recruitment of students for the Schoolsstudents, including (a) procedures for assisting in the application by prospective students for direct or indirect state or federal Federal financial assistance; (b) admissions procedures, including any descriptions of procedures for insuring compliance with state or federal Federal or other appropriate standards or tests of eligibility; and (c) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course completion and certification (collectively, collectively referred to as the "Policy Guidelines"). Schedule 5.6(b) attached hereto sets forth a list To the best of its knowledge and the --------------- Policy Guidelines with respect to those students continuing in the Schools after the Closing Date (the "Disclosed Guidelines"). Seller has delivered to Buyer trueknowledge of each Shareholder, correct and complete copies of all Policy Guidelines, Disclosed Guidelines and all documents and other information disseminated to students or prospective students. Seller's operations with respect to the Schools have in all material respects been conducted in accordance with the Policy Guidelines and all relevant standards imposed by applicable accrediting bodiesagencies, agencies administering state or federal governmental Federal government programs in which the Seller participates, and other or applicable laws or regulations. ------------------------ polychlorinated biphenyl, (D) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section Section 1251 et seq. or listed pursuant to Section 307 of the Clean Water Act, (E) flammable explosive, or (F) radioactive materials. Seller has submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, including, without limitation, all annual compliance audits and audited financial statements, for the Schools ("Compliance Reports") to all agencies or other entities with which such filings are required relating to its compliance with (i) applicable accreditation standards governing its activities and or (ii) laws or regulations governing programs pursuant to which the Seller or its students receive funding, including, without limitation, the Perkxxx Xxxn Program, the Stafxxxx Xxxdent Loan Program, the Pell Grant program and the Supplemental Educational Opportunity Grant Programs. Complete and accurate records in all material respects for all present and past students attending the Schools School have been maintained consistent with the operations of a school business. All forms and records with respect to the Schools have been prepared, completed, maintained and filed in all material respects in accordance with all applicable federal and state laws and regulations, and are true and correctcorrect in all material respects. All As of December 31, 1992 all financial aid grants and loans, disbursements and record keeping relating thereto to them have been completed in compliance with all federal and state requirements, and there are no material deficiencies in respect thereto. The Schools and Seller have complied with the legal requirements that no No student at the Schools be has been funded prior to the date for which such student was eligible for fundingfunding and such student's records have been processed in accordance with all applicable federal, state and relevant third party funding source requirements. Seller covenants All appropriate reports and agrees that it shall reimburse Buyer for surveys have been accurately prepared, taken and indemnify Buyer against any fines, penalties, expenses, costs and other losses Buyer may incur as a result of any pre-eligibility funding filed prior to the Closing Date. The records of each student at the Schools conform in form and substance to all relevant regulatory requirementsdelinquency.

Recruitment; Admissions Procedures; Attendance; Reports. Schedule 5.6(a4.7(a) attached hereto is a complete list of all policy manuals and --------------- other statements of procedures or instruction relating to (a) recruitment of students for the SchoolsSchool, including (a) procedures for assisting in the application by prospective students for direct or indirect state or federal financial assistance; (b) admissions procedures, including any descriptions of procedures for insuring compliance with federal, state or federal or other appropriate standards or tests of eligibilityAccrediting Body requirements applicable to such procedures; and (c) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course performance requirements and completion and certification (collectively, the "Policy Guidelines"). Schedule 5.6(b) attached hereto sets forth a list of the --------------- Policy Guidelines with respect to those students continuing in the Schools after the Closing Date (the "Disclosed Guidelines"). Seller has delivered to Buyer Purchaser true, correct and complete copies of all Policy Guidelines. To the best of Seller's knowledge, Disclosed Guidelines and all documents and except as disclosed on Schedule 4.7(b) attached hereto or in any other information disseminated schedule to students or prospective students. this Agreement, Seller's operations with respect to the Schools have School have, in all material respects, been conducted in accordance with the Policy Guidelines and all relevant standards imposed by applicable accrediting bodiesAccrediting Bodies, and other agencies administering state or federal governmental financial assistance programs in which Seller participates, and other applicable laws or regulations. Seller has and Parent have submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, including, without limitation, all annual compliance audits and audited financial statements, for the Schools School ("Compliance Reports") to all agencies or other entities with which such filings are required relating to its compliance with (i) applicable accreditation Accreditation standards governing its activities and or (ii) laws or regulations governing programs pursuant to which Seller the School or its students receive student financial assistance funding. Complete and accurate records for all present and past students attending , except where failure to submit such Compliance Reports would not have a material adverse effect on the Schools have been maintained consistent with the business or operations of a school businessthe School. All There are no articulation agreements pertaining to the operation of the School. To the best of Seller's knowledge, all forms and records with respect to of Seller and the Schools School have been prepared, completed, maintained and filed in all material respects in accordance with all applicable federal and state laws and regulations, and are true and correctcorrect in all material respects. All financial aid grants and loans, disbursements and record keeping relating thereto have been completed in compliance with all federal and state requirements, and there are no material deficiencies in respect thereto. The Schools To the best of Seller's knowledge and Seller have complied with the legal requirements that except as previously disclosed in prior audits by DOE, no student at the Schools be School has been funded prior to the date for which such student was eligible for funding. Seller covenants , and agrees that it shall reimburse Buyer for and indemnify Buyer against any fines, penalties, expenses, costs and other losses Buyer may incur as a result of any pre-eligibility funding prior to the Closing Date. The such student's records of each student at the Schools conform in form and substance to all relevant regulatory requirements.

Recruitment; Admissions Procedures; Attendance; Reports. Attached as Schedule 5.6(a) attached hereto is a complete list of 2.10 to the Disclosure Memorandum are all policy manuals and --------------- other statements of procedures or instruction relating to recruitment of students for each of the Schools' students, including (a) procedures for assisting in the application by prospective students for direct or indirect state or federal Federal financial assistance; (b) admissions procedures, including any descriptions of procedures for insuring compliance with state or federal Federal or other appropriate standards or tests of eligibility; and (c) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course completion and certification (collectively, collectively referred to as the "Policy Guidelines"). Schedule 5.6(b) attached hereto sets forth a list of the --------------- Policy Guidelines with respect to those students continuing in the Schools after the Closing Date (the "Disclosed Guidelines"). Seller has delivered to Buyer true, correct and complete copies of all Policy Guidelines, Disclosed Guidelines and all documents and other information disseminated to students or prospective students. SellerEach School's operations with respect to the Schools have been conducted in all material respects in accordance with the Policy Guidelines and all relevant standards imposed by applicable accrediting bodies, agencies administering state or federal governmental programs in which Seller participates, and other applicable laws or regulationsGuidelines. Seller Management has submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requestsrequests ("Compliance Reports"), including, without limitation, all annual compliance audits and audited financial statements, for the Schools to all agencies or other entities with which such filings are required relating to its each School's compliance with (i) applicable accreditation standards governing its activities and or (ii) laws or regulations governing programs pursuant to which Seller the School or its students attending the School receive funding, including, without limitation, the Perkxxx Xxxn Program, the Federal Family Education Loan Programs, the Pell Grant Program and the Supplemental Educational Opportunity Grant Program, the Federal Direct Student Loan Program, or the Federal Work Study Program, all of which are provided for pursuant to Title IV of the HEA. Complete and accurate records in all material respects for all present and past students attending the Schools have been maintained consistent with the operations of a school business. All forms and records with respect to the Schools have been prepared, completed, maintained and filed in all material respects in accordance with all applicable federal and state laws and regulationsregulations applicable to the operations of Management, and are true and correctcorrect in all material respects. All financial aid grants and loans, disbursements and record keeping relating thereto to them have been completed in compliance in all material respects with all federal and state requirements, and there are no material deficiencies in respect thereto. The Schools and Seller have complied with the legal requirements that no No student at the Schools be has been funded prior to the date for which such student was eligible for fundingfunding and such student's records have been processed in all material respects in accordance with all applicable federal, state and relevant third party funding source requirements. Seller covenants All appropriate reports and agrees that it shall reimburse Buyer for surveys have been accurately prepared, taken and indemnify Buyer against any fines, penalties, expenses, costs and other losses Buyer may incur as a result of any pre-eligibility funding filed prior to the Closing Date. The records of each student at the Schools conform in form and substance to all relevant regulatory requirementsdelinquency.

Recruitment; Admissions Procedures; Attendance; Reports. Schedule -------- 5.6(a) attached hereto is a complete list of all policy manuals and --------------- other ------ statements of procedures or instruction relating to recruitment of students for the Schools, including (a) procedures for assisting in the application by prospective students for direct or indirect state or federal financial assistance; (b) admissions procedures, including any descriptions of procedures for insuring compliance with state or federal or other appropriate standards or tests of eligibility; and (c) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course completion and certification (collectively, the "Policy Guidelines"). Schedule 5.6(b) attached hereto sets forth a list of the --------------- Policy Guidelines with respect to those students continuing Seller has made available (and, in the Schools after the Closing Date (the "Disclosed Guidelines"). Seller has delivered case of materials specifically requested by Buyer, delivered) to Buyer true, correct and complete copies of all Policy Guidelines, Disclosed Guidelines and all documents and other information disseminated to students or prospective students. Seller's operations with respect to the Schools have been conducted in accordance with the Policy Guidelines and all relevant standards imposed by applicable accrediting bodies, agencies administering state or federal governmental programs in which Seller participates, and other applicable laws or regulations. Seller has submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, including, without limitation, all annual compliance audits and audited financial statements, for the Schools to all agencies or other entities with which such filings are required relating to its compliance with (i) applicable accreditation standards governing its activities and (ii) laws or regulations governing programs pursuant to which Seller or its students receive funding. Complete and accurate records for all present and past students attending the Schools have been maintained consistent with the operations of a school business. All forms and records with respect to the Schools have been prepared, completed, maintained and filed in accordance with all applicable federal and state laws and regulations, and are true and correct. All financial aid grants and loans, disbursements and record keeping relating thereto have been completed in compliance with all federal and state requirements, and there are no deficiencies in respect thereto. The Schools and Seller have complied with the legal requirements that no student at the Schools be funded prior to the date for which such student was eligible for funding. Seller covenants and agrees that it shall reimburse Buyer for and indemnify Buyer against any fines, penalties, expenses, costs and other losses Buyer may incur as a result of any pre-eligibility funding prior to the Closing Date. The records of each student at the Schools conform in form and substance to all relevant regulatory requirements.

Recruitment; Admissions Procedures; Attendance; Reports. Schedule 5.6(a) attached hereto is a complete list of all policy manuals and --------------- other statements of procedures or instruction relating to recruitment of students for the Schools, including (a) procedures for assisting in the application by prospective students for direct or indirect state or federal financial assistance; (b) admissions procedures, including any descriptions of procedures for insuring compliance with state or federal or other appropriate standards or tests of eligibility; and (c) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course completion and certification (collectively, the "Policy Guidelines"). Schedule 5.6(b) attached hereto sets forth a list of the --------------- Policy Guidelines with respect to those students continuing in the Schools after the Closing Date (the "Disclosed Guidelines"). Seller has Sellers and the Company have delivered to Buyer true, correct and complete copies of all Policy Guidelines, Disclosed Guidelines and all documents and other information disseminated to students or prospective students. SellerThe Company's operations with respect to the Schools have been conducted in accordance with the Policy Guidelines and all relevant standards imposed by applicable accrediting bodies, agencies administering state or federal governmental programs in which Seller the Company participates, and other applicable laws or regulations. Seller The Company has submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, including, without limitation, all annual compliance audits and audited financial statements, for the Schools to all agencies or other entities with which such filings are required relating to its compliance with (i) applicable accreditation standards governing its activities and (ii) laws or regulations governing programs pursuant to which Seller the Schools or its students receive funding. Complete and accurate records for all present and past students attending the Schools have been maintained consistent with the operations of a school business. All forms and records with respect to the Schools have been prepared, completed, maintained and filed in accordance with all applicable federal and state laws and regulations, and are true and correct. All financial aid grants and loans, disbursements and record keeping relating thereto have been completed in compliance with all federal and state requirements, and there are no deficiencies in respect thereto. The Schools and Seller the Company have complied with the legal requirements that no student at the Schools be funded prior to the date for which such student was eligible for funding. Seller covenants Sellers covenant and agrees agree that it they shall reimburse Buyer for and indemnify Buyer against any fines, penalties, expenses, costs and other losses Buyer may incur as a result of any pre-eligibility funding of students enrolled at the Schools prior to the Closing Date. The records of each student at the Schools conform in form and substance to all relevant regulatory requirements.

Recruitment; Admissions Procedures; Attendance; Reports. Schedule 5.6(a) attached 8.24 hereto is sets forth a complete list of all policy manuals and --------------- other ------------- statements of procedures or instruction relating to recruitment of students for each School (other than the NEC Schools), including (a) procedures for assisting in the application by prospective students for direct or indirect state or federal financial assistance; (b) admissions procedures, including any descriptions of procedures for insuring compliance with state or federal or other appropriate standards or tests of eligibility; and (c) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course completion and certification (collectively, the "Policy Guidelines"). Schedule 5.6(b) attached hereto sets forth a list of the --------------- Policy Guidelines with respect to those students continuing in the Schools after the Closing Date (the "Disclosed Guidelines"). Seller The Company has delivered to Buyer Electra true, correct and complete copies of all Policy Guidelines, Disclosed Guidelines for the Schools (other than the NEC Schools) and all documents true and other information disseminated to students or prospective students. Seller's operations complete copies of the Policy Guidelines received with respect to the Schools have NEC Schools. To the best of the Company's knowledge, and except as disclosed on Schedule 8.24 or Schedule 4.6 to ------------- ------------ the Purchase Agreement, the operations of each School have, in all material respects, been conducted in accordance with the Policy Guidelines and all relevant standards imposed by applicable accrediting bodiesAccrediting Bodies, agencies administering state or federal governmental programs in which Seller the Company or such School participates, and other applicable laws or regulations. Seller has submitted all All reports, audits, and other information, whether periodic in nature or pursuant to specific requests, including, without limitation, all annual compliance audits and audited financial statements, for each School (other than the Schools NEC Schools) ("Compliance Reports") have been submitted to all agencies or other entities with which such filings are required relating to its such School's compliance with (i) applicable accreditation standards governing its activities and or (ii) laws or regulations governing programs pursuant to which Seller the School or its students receive funding, and (iii) all articulation agreements, if any, with degree-granting colleges and universities in effect as of the date of this Agreement. Complete and accurate records in all material respects for all present and past students attending each School (other than the Schools NEC Schools) have been maintained consistent with the operations of a school business. All To the best of the Company's knowledge, all forms and records with respect to the Schools each School have been prepared, completed, maintained and filed in all material respects in accordance with all applicable federal and state laws and regulations, and are true and correctcorrect in all material respects. All financial aid grants and loans, disbursements and record keeping relating thereto with respect to the Schools (other than the NEC Schools) have been completed in substantial compliance with all federal and state requirements, and there are no material deficiencies in respect thereto. The Schools To the best of the Company's knowledge and Seller have complied with the legal requirements that except as previously disclosed in prior audits by DOE, no student at the Schools be any School has been funded prior to the date for which such student was eligible for funding. Seller covenants , and agrees that it shall reimburse Buyer for and indemnify Buyer against any fines, penalties, expenses, costs and other losses Buyer may incur as a result of any pre-eligibility funding prior to the Closing Date. The such student's records of each student at the Schools conform in form and substance to all relevant regulatory requirements. To the knowledge of the Company, the representations of NEC and NEC, Inc. set forth in Section 4.6 of the Purchase Agreement are true, complete and correct.

Recruitment; Admissions Procedures; Attendance; Reports. Schedule 5.6(a) 5.6 attached hereto is a complete list of all policy manuals and --------------- other ------------ statements of procedures or instruction relating to recruitment of students for the SchoolsSchool, including (a) procedures for assisting in the application by prospective students for direct or indirect state or federal financial assistance; (b) admissions procedures, including any descriptions of procedures for insuring compliance with state or federal or other appropriate standards or tests of eligibility; and (c) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course completion and certification (collectively, the "Policy Guidelines"). Schedule 5.6(b) attached hereto sets forth a list of the --------------- Policy Guidelines with respect to those students continuing in the Schools after the Closing Date (the "Disclosed Guidelines"). Seller has delivered to Buyer true, correct and complete copies of all Policy Guidelines. To the best of Seller's knowledge, Disclosed Guidelines and all documents and other information disseminated to students or prospective students. Seller's operations with respect to the Schools have School have, in all material respects, been conducted in accordance with the Policy Guidelines and all relevant standards imposed by applicable accrediting bodies, agencies administering state or federal governmental programs in which Seller participates, and other applicable laws or regulations. Seller has submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, including, without limitation, all annual compliance audits and audited financial statements, for the Schools School ("Compliance Reports") to all agencies or other entities with which such filings are required relating to its compliance with (i) applicable accreditation standards governing its activities and or (ii) laws or regulations governing programs pursuant to which Seller or its students receive funding, and (iii) all articulation agreements with degree-granting colleges and universities in effect as of the date of this Agreement. Complete and accurate records in all material respects for all present and past students attending the Schools School have been maintained consistent with the operations of a school business. All forms and records with respect to the Schools School have been prepared, completed, maintained and filed in all material respects in accordance with all applicable federal and state laws and regulations, and are true and correctcorrect in all material respects. All financial aid grants and loans, disbursements and record keeping relating thereto have been completed in compliance with all federal and state requirements, and there are no material deficiencies in respect thereto. The Schools and Seller have complied with the legal requirements that no No student at the Schools be School has been funded prior to the date for which such student was eligible for funding. Seller covenants , and agrees that it shall reimburse Buyer for and indemnify Buyer against any fines, penalties, expenses, costs and other losses Buyer may incur as a result of any pre-eligibility funding prior to the Closing Date. The such student's records of each student at the Schools conform in form and substance to all relevant regulatory requirements.

Recruitment; Admissions Procedures; Attendance; Reports. Schedule 5.6(a5.06(a) attached hereto is a complete list of all policy manuals and --------------- other statements of procedures or instruction relating to recruitment of students for the SchoolsSchools at any time during the three previous years, including (a) procedures for assisting in the application by prospective students for direct or indirect state or federal financial assistance; (b) admissions procedures, including any descriptions of procedures for insuring compliance with state or federal or other appropriate standards or tests of eligibility; and (c) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course completion and certification certification, and (d) compensation of admissions representatives (collectively, the "Policy GuidelinesPOLICY GUIDELINES"). Schedule 5.6(b) attached hereto sets forth a list of the --------------- Policy Guidelines with respect to those students continuing in the Schools after the Closing Date (the "Disclosed Guidelines"). Seller has Sellers have delivered to Buyer true, correct and complete copies of all Policy Guidelines, Disclosed Guidelines and all documents and other information disseminated to students or prospective students. Seller's Sellers' operations with respect to the Schools have been conducted in accordance with the Policy Guidelines and all relevant standards imposed by applicable accrediting bodies, agencies administering state or federal governmental programs in which Seller participatesSellers participate, and other applicable laws or regulations. Seller has Sellers have submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, including, without limitation, all annual compliance audits and audited financial statements, for the Schools to all agencies or other entities with which such filings are required relating to its compliance with (i) applicable accreditation standards governing its activities and (ii) laws or regulations governing programs pursuant to which Seller or its students receive fundingactivities. Complete and accurate records for all present and past students attending the Schools have been maintained consistent with the operations of a school business. All forms and records with respect to the Schools have been prepared, completed, maintained and filed in accordance with all applicable federal and state laws and regulations, and are true and correct. All financial aid grants and loans, disbursements and record keeping relating thereto have been completed in compliance with all federal and state requirements, and there are no deficiencies in respect thereto. The Schools and Seller have complied with the legal requirements that no student at the Schools be funded prior to the date for which such student was eligible for funding. Seller covenants and agrees that it shall reimburse Buyer for and indemnify Buyer against any fines, penalties, expenses, costs and other losses Buyer may incur as a result of any pre-eligibility funding prior to the Closing Date. The records of each student at the Schools conform in form and substance to all relevant regulatory requirements.

Recruitment; Admissions Procedures; Attendance; Reports. Schedule 5.6(a) attached hereto is a complete list of all policy manuals and --------------- other statements of procedures or instruction relating to recruitment of students for the SchoolsSchool, including (a) procedures for assisting in the application by prospective students for direct or indirect state or federal financial assistance; (b) admissions procedures, including any descriptions of procedures for insuring compliance with state or federal or other appropriate standards or tests of eligibility; and (c) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course completion and certification (collectively, the "Policy GuidelinesPOLICY GUIDELINES"). Schedule -------- 5.6(b) attached hereto sets forth a list of the --------------- Policy Guidelines in which Buyer ------ has an interest with respect to those students continuing in the Schools School after the Closing Date (the "Disclosed GuidelinesDISCLOSED GUIDELINES"). Seller has delivered to Buyer true, correct and complete copies of all Policy Guidelines, Disclosed Guidelines and all documents and other information disseminated to students or prospective students. Seller's operations with respect to the Schools have School have, in all material respects, been conducted in accordance with the Policy Guidelines and all relevant standards imposed by applicable accrediting bodies, agencies administering state or federal governmental programs in which Seller participates, and other applicable laws or regulations. Seller has submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, including, without limitation, all annual compliance audits and audited financial statements, for the Schools School ("COMPLIANCE REPORTS") to all agencies or other entities with which such filings are required relating to its compliance with (i) applicable accreditation standards governing its activities and (ii) laws or regulations governing programs pursuant to which Seller or its students receive funding. Seller does not have any articulation agreements with degree-granting colleges and universities in effect as of the date of this Agreement. Complete and accurate records in all material respects for all present and past students attending the Schools School have been maintained consistent with the operations of a school business. All forms and records with respect to the Schools School have been prepared, completed, maintained and filed in all material respects in accordance with all applicable federal and state laws and regulations, and are true and correctcorrect in all material respects. All financial aid grants and loans, disbursements and record keeping relating thereto have been completed in compliance with all federal and state requirements, and there are no material deficiencies in respect thereto. The Schools School and Seller have complied in all material respects with the legal requirements that no student at the Schools School be funded prior to the date for which such student was eligible for funding. ; provided, however, that Seller covenants and agrees that it shall reimburse Buyer for and indemnify Buyer against any fines, penalties, expenses, costs and other losses Buyer may incur as a result of any pre-eligibility funding prior to the Closing Date. The records of each student at the Schools School conform in form and substance to all relevant regulatory requirements.