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

Recruitment; Admissions Procedures; Attendance; Reports. (1) The Company has provided to Parent or will provide to Parent upon request, accurate copies of all policy manuals and other material statements of procedures or instructions currently in effect relating to (A) recruitment of students for each School, including procedures for assisting in the application by prospective students for direct or indirect funding under Student Financial Assistance Programs; (B) admissions procedures, including any descriptions of procedures for insuring compliance with Law or Accrediting Body requirements and standards applicable to such procedures; (C) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course performance requirements and completion and (D) procedures for processing, disbursing and returning Student Financial Assistance Program Funds (collectively, the "Policy Guidelines"). (2) To the Knowledge of the Company, the operations of the Company and each School have been conducted in accordance with the Policy Guidelines and all relevant standards and requirements imposed by applicable Accrediting Bodies, and other agencies administering any Student Financial Assistance Programs in which the Company or any School participates, except for such failures to comply that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Impact. (3) Since July 1, 1997, the Company, its Subsidiaries and its Schools have submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, for the Company and each School to all Educational Agencies, Governmental Entities or other entities with which such filings are required in order to be in compliance in all material respects with (A) applicable accreditation standards and requirements, (B) legal requirements governing programs pursuant to which such School or its students receive student financial assistance, and (C) all articulation agreements between the Company or such School and degree granting colleges and universities in effect as of the date hereof. (4) Except as set forth in section 4.20(f)(4) of the Company Disclosure Letter, since July 1, 1997, all or substantially all grants and loans pursuant to any Student Financial Assistance Program have been calculated and made by the Company and its Schools in material compliance with Laws and all disbursements and record keeping relating thereto have been completed by the Company and the Schools, in material compliance with Law, and there are no material deficiencies in respect thereto.

Recruitment; Admissions Procedures; Attendance; Reports. (1) The Section 4.21(d) of the Company has provided to Parent or will provide to Parent upon request, accurate copies Disclosure Letter contains a true and complete list of all current policy manuals and other material statements of procedures or instructions currently in effect relating to (A) recruitment of students for each School, including procedures for assisting in the application by prospective students for direct or indirect funding under Student Financial Assistance Programs; (B) admissions procedures, including any descriptions of procedures for insuring compliance with Law federal or state requirements or Accrediting Body requirements and standards applicable to such procedures; (C) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course performance requirements and completion and (D) procedures for processing, disbursing and returning Student Financial Assistance Program Funds refunding student financial assistance funds (collectively, the "POLICY GUIDELINES"). The Company has delivered or made available to Parent true and complete copies of all Policy Guidelines"). (2) To the Knowledge of the Company, the operations of the Company and each School have been conducted in all material respects in accordance with the Policy Guidelines and all relevant standards and requirements imposed by applicable Accrediting Bodies, and other agencies administering any Student Financial Assistance Programs in which the Company or any School participates, except for such failures to comply that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Impact. (3) Since July 1, 1997, the Company, its Subsidiaries and its Schools have The Company has submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, for the Company and each School to all Educational Agenciesagencies, Governmental Entities Entities, Accrediting Bodies or other entities with which such filings are required in order to be in compliance in all material respects with (A) applicable accreditation standards and requirements, (B) legal requirements governing programs pursuant to which such School or its students receive student financial assistanceStudent Financial Assistance Programs, and (C) all articulation agreements between the Company or such School and degree granting colleges and universities in effect as of the date hereof, except where failure to submit such reports, audits and other information could not reasonably be expected to have a Material Adverse Effect on the Company. (4) Except as set forth in section 4.20(f)(4) To the Knowledge of the Company Disclosure Letter, since July 1, 1997Company, all or substantially all student financial assistance grants and loans pursuant to any Student Financial Assistance Program have been calculated and made by the Company and its Schools in material compliance with Laws and all disbursements and record keeping relating thereto have been completed by the Company and the Schoolscompleted, in material compliance with Lawfederal and state requirements, and there are no material deficiencies in respect thereto. To the Knowledge of the Company, and except as previously disclosed in prior audits or reviews by DOE or any Accrediting Body, no student at such School has been funded prior to the date for which such student was eligible for such funding or in any amount other than an amount such student was eligible to receive, and such student records conform in form and substance to all legal requirements.

Recruitment; Admissions Procedures; Attendance; Reports. (1Attached as SCHEDULE 2(I) The Company has provided to Parent or will provide to Parent upon request, accurate copies of the Disclosure Memorandum are all policy manuals and other material statements of procedures or instructions currently in effect instruction relating to (A) recruitment of students for each Schoolthe Schools' students, including procedures for assisting in the application by prospective students for direct or indirect funding under Student Financial Assistance Programsstate or Federal financial assistance; (B) admissions procedures, including any descriptions of procedures for insuring compliance with Law state or Accrediting Body requirements and Federal or other appropriate standards applicable to such proceduresor tests of eligibility; (C) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course performance requirements and completion and certification (D) procedures for processing, disbursing and returning Student Financial Assistance Program Funds (collectively, collectively referred to as the "Policy Guidelines"). (2) To , which have previously been delivered to the Knowledge of Buyer by the Company, the Corporation. The Schools' operations of the Company and each School have been conducted in all material respects in accordance with the Policy Guidelines and all relevant standards and requirements imposed by applicable Accrediting Bodies, and other agencies administering any Student Financial Assistance Programs in which Guidelines. To the Company or any School participates, except for such failures to comply that could not, individually or in best of the aggregate, reasonably be expected to have a Material Adverse Impact. (3) Since July 1, 1997Shareholder's knowledge, the Company, its Subsidiaries and its Schools have Corporation has submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requestsrequests ("Compliance Reports"), for the Company and each School to all Educational Agencies, Governmental Entities agencies or other entities with which such filings are required relating to the Schools' compliance with (i) applicable accreditation standards governing its activities or (ii) laws or regulations governing programs pursuant to which the Schools or 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 order 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 have been prepared, completed, maintained and filed in all material respects in accordance with all federal and state laws and regulations applicable to be the operations of the Schools, and are true and correct in all material respects. All financial aid grants and loans, disbursements and record keeping relating to them have been completed in compliance in all material respects with (A) applicable accreditation standards all federal and state requirements, (B) legal requirements governing programs pursuant to which such School or its students receive student financial assistance, and (C) all articulation agreements between the Company or such School and degree granting colleges and universities in effect as of the date hereof. (4) Except as set forth in section 4.20(f)(4) of the Company Disclosure Letter, since July 1, 1997, all or substantially all grants and loans pursuant to any Student Financial Assistance Program have been calculated and made by the Company and its Schools in material compliance with Laws and all disbursements and record keeping relating thereto have been completed by the Company and the Schools, in material compliance with Law, and there are no material deficiencies in respect thereto. To the best of the Shareholder's knowledge, no student at the Schools has been funded prior to the date for which such student was eligible for funding 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. All appropriate reports and surveys have been accurately prepared, taken and filed prior to delinquency.

Recruitment; Admissions Procedures; Attendance; Reports. (1Attached as SCHEDULE 2(H)(I) The Company has provided to Parent or will provide to Parent upon request, accurate copies of the Disclosure Memorandum are all policy manuals and other material statements of procedures or instructions currently in effect instruction relating to (A) recruitment of students for each Schoolthe Schools' students, including procedures for assisting in the application by prospective students for direct or indirect funding under Student Financial Assistance Programsstate or Federal financial assistance; (B) admissions procedures, including any descriptions of procedures for insuring compliance with Law state or Accrediting Body requirements and Federal or other appropriate standards applicable to such proceduresor tests of eligibility; (C) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course performance requirements and completion and certification (D) procedures for processing, disbursing and returning Student Financial Assistance Program Funds (collectively, collectively referred to as the "Policy Guidelines"). (2) To which have previously been delivered to the Knowledge of Buyer by the Company, the Corporation. The Schools' operations of the Company and each School have been conducted in all material respects in accordance with the Policy Guidelines and all relevant standards and requirements imposed by applicable Accrediting Bodies, and other agencies administering any Student Financial Assistance Programs in which the Company or any School participates, except for such failures to comply that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Impact. (3) Since July 1, 1997, the Company, its Subsidiaries and its Schools have Guidelines. The Corporation has submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requestsrequests ("Compliance Reports"), for the Company and each School to all Educational Agencies, Governmental Entities agencies or other entities with which such filings are required relating to the Schools' compliance with (I) applicable accreditation standards governing its activities or (ii) laws or regulations governing programs pursuant to which the Schools or 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 order 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 have been prepared, completed, maintained and filed in all material respects in accordance with all federal and state laws and regulations applicable to be the operations of the Schools, and are true and correct in all material respects. All financial aid grants and loans, disbursements and record keeping relating to them have been completed in compliance in all material respects with (A) applicable accreditation standards all federal and state requirements, (B) legal requirements governing programs pursuant to which such School or its students receive student financial assistance, and (C) all articulation agreements between the Company or such School and degree granting colleges and universities in effect as of the date hereof. (4) Except as set forth in section 4.20(f)(4) of the Company Disclosure Letter, since July 1, 1997, all or substantially all grants and loans pursuant to any Student Financial Assistance Program have been calculated and made by the Company and its Schools in material compliance with Laws and all disbursements and record keeping relating thereto have been completed by the Company and the Schools, in material compliance with Law, and there are no material deficiencies in respect thereto. No student at the Schools has been funded prior to the date for which such student was eligible for funding 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. All appropriate reports and surveys have been accurately prepared, taken and filed prior to delinquency.

Recruitment; Admissions Procedures; Attendance; Reports. (1a) The Section 2.19 of the Company has provided to Parent or will provide to Parent upon request, accurate copies Disclosure Letter contains a complete list of all policy manuals and other material statements of procedures or instructions currently in effect relating to (Aa) recruitment of students for each the School, including procedures for assisting in the application by prospective students for direct or indirect funding under Student Financial Assistance Programsstudent financial assistance; (Bb) admissions procedures, including any descriptions of procedures for insuring compliance with Law legal requirements or Accrediting Body requirements and standards applicable to such procedures; (Cc) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course performance requirements and completion and (Dd) procedures for processing, disbursing and returning Student Financial Assistance Program Funds refunding student financial assistance funds (collectively, the "Policy Guidelines"). The Company has delivered to Parent true, correct and complete copies of all Policy Guidelines. (2b) To the Knowledge of the Company, the The operations of the Company and each the School have been conducted in all material respects in accordance with the Policy Guidelines and all relevant standards and requirements imposed by applicable Accrediting Bodies, and other agencies administering any Student Financial Assistance Programs student financial assistance programs in which the Company or any the School participates, except for such failures to comply that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Impactand other applicable legal requirements. (3c) Since July 1, 1997, the Company, its Subsidiaries and its Schools have The Company has submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, for the Company and each the School to all Educational Agenciesagencies, Governmental Governmental/Regulatory Entities or other entities with which such filings are required in order to be in compliance in all material respects with (Ai) applicable accreditation standards and requirements, (Bii) legal requirements governing programs pursuant to which such the School or its students receive student financial assistanceassistance funding, and (Ciii) all articulation agreements between the Company or such School and degree granting colleges and universities in effect as of the date hereof, except where failure to submit such reports, audits and other information would not have a Material Adverse Effect on the Company. (4d) Except as set forth in section 4.20(f)(4) of the Company Disclosure Letter, since July 1, 1997, all or substantially all All student financial assistance grants and loans pursuant to any Student Financial Assistance Program have been calculated and made by the Company and its Schools in material compliance with Laws and all disbursements and record keeping relating thereto have been completed by the Company and the Schoolscompleted, in material compliance with Lawlegal requirements, and there are no material deficiencies in respect thereto. To the knowledge of the Company or the School, and except as previously disclosed in prior audits or reviews by DOE or any Accrediting Body, no student at the School has been funded prior to the date for which such student was eligible for such funding or in any amount other than an amount such student was eligible to receive, and such student records conform in form and substance to all legal requirements.

Recruitment; Admissions Procedures; Attendance; Reports. (1a) The Company has provided to Parent or will provide to Parent upon request, accurate copies Schedule 2.27 contains a complete and correct list of all policy manuals and other material statements of procedures or instructions currently in effect relating to (Ai) recruitment of students for each the School, including procedures for assisting in the application by prospective students for direct or indirect funding under Student Financial Assistance Programsstate or federal financial assistance; (Bii) admissions procedures, including any descriptions of procedures for insuring compliance with Law or Accrediting Body federal, state and accreditation requirements and standards applicable to such procedures; and (Ciii) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course performance requirements and completion and (D) procedures for processing, disbursing and returning Student Financial Assistance Program Funds (collectively, the "Policy Guidelines"). The Company has made available to the Investors true and complete copies of all Policy Guidelines. (2b) To the Knowledge of the Company, the The operations of the Company and each the School have been conducted in accordance with the Policy Guidelines Guidelines, except where the failure to do so would not have a Material Adverse Effect on the Company, and all relevant standards and requirements imposed by applicable Accrediting BodiesBodies or State Approval Agencies, and other agencies administering any Student Financial Assistance Programs state or federal governmental financial assistance programs in which the Company or any the School participatesparticipate, except for such failures to comply that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Impactand other applicable legal requirements. (3c) Since July 1, 1997, the Company, its Subsidiaries and its Schools have The Company has submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, for the Company and each the School to all Educational Agencies, Governmental Entities agencies or other entities with which such filings are required in order related to be in its compliance in all material respects with (Ai) applicable accreditation standards and State Approval Agency requirements, (Bii) legal requirements governing programs pursuant to which such the School or its students receive student financial assistanceassistance funding, and (Ciii) all articulation agreements between the Company or such School and degree granting colleges and universities other institutions of higher education in effect as of the date hereofhereof except for any such reports, audits and other information the failure to file would not have a Material Adverse Effect on the Company. (4d) Except as set forth in section 4.20(f)(4) of the Company Disclosure Letter, since July 1, 1997, all or substantially all All student financial aid grants and loans pursuant to any Student Financial Assistance Program have been calculated and made by the Company and its Schools in material compliance with Laws and all loans, disbursements and record keeping relating thereto have been completed by the Company and the Schools, in material compliance with Lawall federal and state requirements, except where the failure to do so would not have a Material Adverse Effect on the Company, and there are no material deficiencies in respect thereto. Except as set forth on Schedule 2.27, and except where the failure to do so would not have a Material Adverse Effect on the Company and except as previously disclosed in prior audits or compliance reviews by the USDOE, no student at the School has been funded prior to the date for which such student was eligible for funding or for any amount other than the amount such student was eligible to receive, and such student's records conform in form and substance to all relevant regulatory requirements.

Recruitment; Admissions Procedures; Attendance; Reports. (1a) The Company has provided to Parent the Buyer or will provide to Parent the Buyer upon written request, accurate copies of all written policy manuals and other written material statements of procedures or instructions currently in effect relating to (A) recruitment of students for each Company School, including procedures for assisting in the application by prospective students for direct or indirect funding under Student Financial Assistance Programs; , (B) admissions procedures, including any descriptions of procedures for insuring compliance with Law or Accrediting Body requirements and standards applicable to such procedures; , (C) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course performance requirements and completion and (D) procedures for processing, disbursing and returning Student Financial Assistance Program Funds (collectively, the "Policy Guidelines"). Except as set forth on Schedule 3.28, to the Knowledge of the Company, since the Compliance Date, the operations of the Company and each Company School have been conducted in all material respects in accordance with the Policy Guidelines. (2b) To the Knowledge of the Company, since the operations of the Company and each School have been conducted in accordance with the Policy Guidelines and all relevant standards and requirements imposed by applicable Accrediting Bodies, and other agencies administering any Student Financial Assistance Programs in which the Company or any School participates, except for such failures to comply that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Impact. (3) Since July 1, 1997Compliance Date, the Company, its the Subsidiaries and its Company Schools have submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, for the Company and each Company School to all Educational Agencies, Governmental Entities Authorities or other entities with which such filings are required in order to be in compliance in all material respects with (A) applicable accreditation standards and requirements, (B) legal requirements governing programs pursuant to which such Company School or its students receive student financial assistance, and (C) all articulation agreements between the Company or such Company School and degree granting colleges and universities in effect as of the date hereof. (4) Except as set forth in section 4.20(f)(4) of the Company Disclosure Letter, since July 1, 1997, all or substantially all grants and loans pursuant to any Student Financial Assistance Program have been calculated and made by the Company and its Schools in material compliance with Laws and all disbursements and record keeping relating thereto have been completed by the Company and the Schools, in material compliance with Law, and there are no material deficiencies in respect thereto.

Recruitment; Admissions Procedures; Attendance; Reports. (1a) The Company has provided to Parent or will provide to Parent upon request, accurate copies Schedule 2.27 contains a complete and correct list of all policy manuals and other material statements of procedures or instructions currently in effect relating to (Ai) recruitment of students for each the School, including procedures for assisting in the application by prospective students for direct or indirect funding under Student Financial Assistance Programsstate or federal financial assistance; (Bii) admissions procedures, including any descriptions of procedures for insuring compliance with Law or Accrediting Body federal, state and accreditation requirements and standards applicable to such procedures; and (Ciii) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course performance requirements and completion and (D) procedures for processing, disbursing and returning Student Financial Assistance Program Funds (collectively, the "POLICY GUIDELINES"). The Company has made available to the Investors true and complete copies of all Policy Guidelines"). (2b) To the Knowledge of the Company, the The operations of the Company and each the School have been conducted in accordance with the Policy Guidelines Guidelines, except where the failure to do so would not have a Material Adverse Effect on the Company, and all relevant standards and requirements imposed by applicable Accrediting BodiesBodies or State Approval Agencies, and other agencies administering any Student Financial Assistance Programs state or federal governmental financial assistance programs in which the Company or any the School participatesparticipate, except for such failures to comply that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Impactand other applicable legal requirements. (3c) Since July 1, 1997, the Company, its Subsidiaries and its Schools have The Company has submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, for the Company and each the School to all Educational Agencies, Governmental Entities agencies or other entities with which such filings are required in order related to be in its compliance in all material respects with (Ai) applicable accreditation standards and State Approval Agency requirements, (Bii) legal requirements governing programs pursuant to which such the School or its students receive student financial assistanceassistance funding, and (Ciii) all articulation agreements between the Company or such School and degree granting colleges and universities other institutions of higher education in effect as of the date hereofhereof except for any such reports, audits and other information the failure to file would not have a Material Adverse Effect on the Company. (4d) Except as set forth in section 4.20(f)(4) of the Company Disclosure Letter, since July 1, 1997, all or substantially all All student financial aid grants and loans pursuant to any Student Financial Assistance Program have been calculated and made by the Company and its Schools in material compliance with Laws and all loans, disbursements and record keeping relating thereto have been completed by the Company and the Schools, in material compliance with Lawall federal and state requirements, except where the failure to do so would not have a Material Adverse Effect on the Company, and there are no material deficiencies in respect thereto. Except as set forth on Schedule 2.27, except where the failure to do so would not have a Material Adverse Effect on the Company and except as previously disclosed in prior audits or compliance reviews by the USDOE, no student at the School has been funded prior to the date for which such student was eligible for funding or any amount other than the amount such student was eligible to receive, and such student's records conform in form and substance to all relevant regulatory requirements.

Recruitment; Admissions Procedures; Attendance; Reports. (1a) The Company has provided to Parent or will provide to Parent upon request, accurate copies attached hereto is a complete list of all policy manuals and --------------- other material statements of procedures or instructions currently in effect instruction relating to (A) recruitment of students for each Schoolthe Schools, including (a) procedures for assisting in the application by prospective students for direct or indirect funding under Student Financial Assistance Programsstate or federal financial assistance; (Bb) admissions procedures, including any descriptions of procedures for insuring compliance with Law state or Accrediting Body requirements federal or other appropriate standards or tests of eligibility; and standards applicable to such procedures; (Cc) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course performance requirements and completion and (D) procedures for processing, disbursing and returning Student Financial Assistance Program Funds certification (collectively, the "Policy Guidelines"). (2. Schedule 5.6(b) To the Knowledge attached hereto sets forth a list of the Company, --------------- Policy Guidelines with respect to those students continuing in the operations of Schools after the Closing Date (the "Disclosed Guidelines"). Sellers and the Company have delivered to Buyer true, correct and each School complete copies of all Policy Guidelines, Disclosed Guidelines and all documents and other information disseminated to students or prospective students. The Company's operations with respect to the Schools have been conducted in accordance with the Policy Guidelines and all relevant standards and requirements imposed by applicable Accrediting Bodiesaccrediting bodies, and other agencies administering any Student Financial Assistance Programs state or federal governmental programs in which the Company or any School participates, except for such failures to comply that could not, individually and other applicable laws or in the aggregate, reasonably be expected to have a Material Adverse Impact. (3) Since July 1, 1997, the Company, its Subsidiaries and its Schools have regulations. 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 Company and each School Schools to all Educational Agencies, Governmental Entities agencies or other entities with which such filings are required in order relating to be in its compliance in all material respects with (Ai) applicable accreditation standards governing its activities and requirements, (Bii) legal requirements laws or regulations governing programs pursuant to which such School the Schools or its students receive student financial assistancefunding. 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 (C) all articulation agreements between the Company or such School are true and degree granting colleges and universities in effect as of the date hereof. (4) Except as set forth in section 4.20(f)(4) of the Company Disclosure Letter, since July 1, 1997, all or substantially all correct. All financial aid grants and loans pursuant to any Student Financial Assistance Program have been calculated and made by the Company and its Schools in material compliance with Laws and all loans, disbursements and record keeping relating thereto have been completed by the Company and the Schools, in material compliance with Lawall federal and state requirements, and there are no material deficiencies in respect thereto. The Schools and 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. Sellers covenant and agree that 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 (1a) The Company has provided to Parent or will provide to Parent upon request, accurate copies attached hereto is a complete list of all policy manuals and other material ------ statements of procedures or instructions currently in effect instruction relating to (A) recruitment of students for each Schoolthe Schools, including (a) procedures for assisting in the application by prospective students for direct or indirect funding under Student Financial Assistance Programsstate or federal financial assistance; (Bb) admissions procedures, including any descriptions of procedures for insuring compliance with Law state or Accrediting Body requirements federal or other appropriate standards or tests of eligibility; and standards applicable to such procedures; (Cc) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course performance requirements and completion and (D) procedures for processing, disbursing and returning Student Financial Assistance Program Funds certification (collectively, the "Policy Guidelines"). . Seller has made available (2and, in the case of materials specifically requested by Buyer, delivered) To to Buyer true, correct and complete copies of all Policy Guidelines and all documents and other information disseminated to students or prospective students. Seller's operations with respect to the Knowledge of the Company, the operations of the Company and each School Schools have been conducted in accordance with the Policy Guidelines and all relevant standards and requirements imposed by applicable Accrediting Bodiesaccrediting bodies, agencies administering state or federal governmental programs in which Seller participates, and other agencies administering any Student Financial Assistance Programs in which the Company applicable laws or any School participates, except for such failures to comply that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Impact. (3) Since July 1, 1997, the Company, its Subsidiaries and its Schools have 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 Company and each School Schools to all Educational Agencies, Governmental Entities agencies or other entities with which such filings are required in order relating to be in its compliance in all material respects with (Ai) applicable accreditation standards governing its activities and requirements, (Bii) legal requirements laws or regulations governing programs pursuant to which such School Seller or its students receive student financial assistancefunding. 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 (C) all articulation agreements between the Company or such School are true and degree granting colleges and universities in effect as of the date hereof. (4) Except as set forth in section 4.20(f)(4) of the Company Disclosure Letter, since July 1, 1997, all or substantially all correct. All financial aid grants and loans pursuant to any Student Financial Assistance Program have been calculated and made by the Company and its Schools in material compliance with Laws and all loans, disbursements and record keeping relating thereto have been completed by the Company and the Schools, in material compliance with Lawall 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 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. (1) The Company has provided to Parent or will provide to Parent upon request, accurate copies Schedule 8.24 hereto sets forth a complete list of all policy manuals and other material ------------- statements of procedures or instructions currently in effect instruction relating to (A) recruitment of students for each SchoolSchool (other than the NEC Schools), including (a) procedures for assisting in the application by prospective students for direct or indirect funding under Student Financial Assistance Programsstate or federal financial assistance; (Bb) admissions procedures, including any descriptions of procedures for insuring compliance with Law state or Accrediting Body requirements federal or other appropriate standards or tests of eligibility; and standards applicable to such procedures; (Cc) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course performance requirements and completion and (D) procedures for processing, disbursing and returning Student Financial Assistance Program Funds certification (collectively, the "Policy Guidelines"). . The Company has delivered to Electra true, correct and complete copies of all Policy Guidelines for the Schools (2other than the NEC Schools) and true and complete copies of the Policy Guidelines received with respect to the NEC Schools. To the Knowledge 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 the Company and each School have have, in all material respects, been conducted in accordance with the Policy Guidelines and all relevant standards and requirements imposed by applicable Accrediting Bodies, and other agencies administering any Student Financial Assistance Programs state or federal governmental programs in which the Company or any such School participates, except for such failures to comply that could not, individually and other applicable laws or in the aggregate, reasonably be expected to have a Material Adverse Impact. (3) Since July 1, 1997, the Company, its Subsidiaries and its Schools have submitted all regulations. All reports, audits, and other information, whether periodic in nature or pursuant to specific requests, for the Company and each School (other than the NEC Schools) ("Compliance Reports") have been submitted to all Educational Agencies, Governmental Entities agencies or other entities with which such filings are required in order relating to be in such School's compliance in all material respects with (Ai) applicable accreditation standards and requirements, governing its activities or (Bii) legal requirements laws or regulations governing programs pursuant to which such the School or its students receive student financial assistancefunding, and (Ciii) all articulation agreements between the Company or such School and degree agreements, if any, with degree-granting colleges and universities in effect as of the date hereof. of this Agreement. Complete and accurate records in all material respects for all present and past students attending each School (4other than the NEC Schools) Except as set forth in section 4.20(f)(4) have been maintained consistent with the operations of a school business. To the best of the Company Disclosure Letter, since July 1, 1997Company's knowledge, all or substantially forms and records with respect to 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 correct in all material respects. All financial aid grants and loans pursuant to any Student Financial Assistance Program have been calculated and made by the Company and its Schools in material compliance with Laws and all loans, disbursements and record keeping relating thereto with respect to the Schools (other than the NEC Schools) have been completed by the Company and the Schools, in material substantial compliance with Lawall federal and state requirements, and there are no material deficiencies in respect thereto. To the best of the Company's knowledge and except as previously disclosed in prior audits by DOE, no student at any School has been funded prior to the date for which such student was eligible for funding, and such student's records 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. (1i) The Company has provided made available to Parent or will provide to Parent upon request, Buyer accurate copies of all policy manuals and other material statements of procedures or instructions currently in effect relating to (A) recruitment of students for each School, including procedures for assisting in the application by prospective students for direct or indirect funding under Student Financial Assistance Programs; (B) admissions procedures, including any descriptions of procedures for insuring compliance with Law or Accrediting Body requirements and standards applicable to such proceduresEducational Agency requirements; (C) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course performance requirements and completion and (D) procedures for processing, disbursing and returning Student Financial Assistance Program Funds (collectively, the "“Policy Guidelines"”). (2ii) To the Knowledge The operations of the Company, the operations of the Company each Institution and each School have been conducted in accordance in all material respects with the Policy Guidelines and all relevant standards and requirements imposed by applicable Accrediting Bodies, Educational Agencies and other agencies administering any Student Financial Assistance Programs in which the Company or any School participates, except for such failures to comply that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse ImpactPrograms. (3iii) Since July 1, 1997the Compliance Date, the Company, its Subsidiaries Subsidiaries, each Institution and its Schools each School have submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, for the Company and each Institution or School to all Educational Agencies, Governmental Entities or other entities Agencies with which such filings are required in order to be in compliance in all material respects with (A) applicable accreditation standards and Educational Agency requirements, (B) legal requirements governing programs pursuant to which such School or its students receive student financial assistance, assistance and (C) all articulation agreements between the Company or such School and degree granting colleges and universities in effect as of the date hereof. (4) Except as set forth in section 4.20(f)(4) of the Company Disclosure Letter, since July 1, 1997, all or substantially all grants and loans pursuant to any Student Financial Assistance Program have been calculated and made by the Company and its Schools in material compliance with Laws and all disbursements and record keeping relating thereto have been completed by the Company and the Schools, in material compliance with Law, and there are no material deficiencies in respect thereto.

Recruitment; Admissions Procedures; Attendance; Reports. (1a) The Section 2.19 of the Company has provided to Parent or will provide to Parent upon request, accurate copies Disclosure Letter contains a complete list of all policy manuals and other material statements of procedures or instructions currently in effect relating to (Aa) recruitment of students for each the School, including procedures for assisting in the application by prospective students for direct or indirect funding under Student Financial Assistance Programsstudent financial assistance; (Bb) admissions procedures, including any descriptions of procedures for insuring compliance with Law legal requirements or Accrediting Body requirements and standards applicable to such procedures; (Cc) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course performance requirements and completion and (Dd) procedures for processing, disbursing and returning Student Financial Assistance Program Funds refunding student financial assistance funds (collectively, the "POLICY GUIDELINES"). The Company has delivered to Parent true, correct and complete copies of all Policy Guidelines"). (2b) To the Knowledge of the Company, the The operations of the Company and each the School have been conducted in all material respects in accordance with the Policy Guidelines and all relevant standards and requirements imposed by applicable Accrediting Bodies, and other agencies administering any Student Financial Assistance Programs student financial assistance programs in which the Company or any the School participates, except for such failures to comply that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Impactand other applicable legal requirements. (3c) Since July 1, 1997, the Company, its Subsidiaries and its Schools have The Company has submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, for the Company and each the School to all Educational Agenciesagencies, Governmental Governmental/Regulatory Entities or other entities with which such filings are required in order to be in compliance in all material respects with (Ai) applicable accreditation standards and requirements, (Bii) legal requirements governing programs pursuant to which such the School or its students receive student financial assistanceassistance funding, and (Ciii) all articulation agreements between the Company or such School and degree granting colleges and universities in effect as of the date hereof, except where failure to submit such reports, audits and other information would not have a Material Adverse Effect on the Company. (4d) Except as set forth in section 4.20(f)(4) of the Company Disclosure Letter, since July 1, 1997, all or substantially all All student financial assistance grants and loans pursuant to any Student Financial Assistance Program have been calculated and made by the Company and its Schools in material compliance with Laws and all disbursements and record keeping relating thereto have been completed by the Company and the Schoolscompleted, in material compliance with Lawlegal requirements, and there are no material deficiencies in respect thereto. To the knowledge of the Company or the School, and except as previously disclosed in prior audits or reviews by DOE or any Accrediting Body, no student at the School has been funded prior to the date for which such student was eligible for such funding or in any amount other than an amount such student was eligible to receive, and such student records conform in form and substance to all legal requirements.

Recruitment; Admissions Procedures; Attendance; Reports. (1a) The Company has provided to Parent or will provide to Parent upon request, accurate copies attached hereto is a complete list of all policy manuals and other material statements of procedures or instructions currently in effect instruction relating to (Aa) recruitment of students for each the School, including procedures for assisting in the application by prospective students for direct or indirect funding under Student Financial Assistance Programsstate or federal financial assistance; (Bb) admissions procedures, including any descriptions of procedures for insuring compliance with Law federal, state or Accrediting Body requirements and standards applicable to such procedures; and (Cc) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course performance requirements and completion and (D) procedures for processing, disbursing and returning Student Financial Assistance Program Funds (collectively, the "Policy Guidelines"). (2) . Seller has delivered to Purchaser true, correct and complete copies of all Policy Guidelines. To the Knowledge best of Seller's knowledge, and except as disclosed on Schedule 4.7(b) attached hereto or in any other schedule to this Agreement, Seller's operations with respect to the CompanySchool have, the operations of the Company and each School have in all material respects, been conducted in accordance with the Policy Guidelines and all relevant standards and requirements imposed by applicable Accrediting Bodies, and other agencies administering any Student Financial Assistance Programs state or federal governmental financial assistance programs in which the Company or any School Seller participates, except for such failures to comply that could not, individually and other applicable laws or in the aggregate, reasonably be expected to have a Material Adverse Impact. (3) Since July 1, 1997, the Company, its Subsidiaries regulations. Seller and its Schools Parent have submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, for the Company and each School ("Compliance Reports") to all Educational Agencies, Governmental Entities agencies or other entities with which such filings are required in order relating to be in its compliance in all material respects with (Ai) applicable accreditation Accreditation standards and requirements, governing its activities or (Bii) legal requirements laws or regulations governing programs pursuant to which such the School or its students receive student financial assistanceassistance funding, except where failure to submit such Compliance Reports would not have a material adverse effect on the business or operations of the School. There are no articulation agreements pertaining to the operation of the School. To the best of Seller's knowledge, all forms and records of Seller and the School have been prepared, completed, maintained and filed in all material respects in accordance with all applicable federal and state laws and regulations, and (C) are true and correct in all articulation agreements between the Company or such School and degree granting colleges and universities in effect as of the date hereof. (4) Except as set forth in section 4.20(f)(4) of the Company Disclosure Letter, since July 1, 1997, all or substantially all material respects. All financial aid grants and loans pursuant to any Student Financial Assistance Program have been calculated and made by the Company and its Schools in material compliance with Laws and all loans, disbursements and record keeping relating thereto have been completed by the Company and the Schools, in material compliance with Lawall federal and state requirements, and there are no material deficiencies in respect thereto. To the best of Seller's knowledge and except as previously disclosed in prior audits by DOE, no student at the School has been funded prior to the date for which such student was eligible for funding, and such student's records conform in form and substance to all relevant regulatory requirements.

Recruitment; Admissions Procedures; Attendance; Reports. (1a) The Company has provided to Parent or will provide to Parent upon request, accurate copies Schedule 4.8 attached hereto is a complete list of all policy manuals and other material statements of procedures or instructions currently in effect instruction relating to (Aa) recruitment of students for each the School, including procedures for assisting in the application by prospective students for direct or indirect funding under Student Financial Assistance Programsstate or federal financial assistance; (Bb) admissions procedures, including any descriptions of procedures for insuring compliance with Law or federal, state and Accrediting Body requirements and standards applicable to such procedures; and (Cc) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course performance requirements and completion and (D) procedures for processing, disbursing and returning Student Financial Assistance Program Funds (collectively, the "Policy Guidelines"). Seller has delivered to Purchaser true, correct and complete copies of all Policy Guidelines. (2b) To the Knowledge of the Company, the The operations of Seller and the Company and each School have have, in all material respects, been conducted in accordance with the Policy Guidelines and all relevant standards and requirements imposed by applicable Accrediting Bodies, and other agencies administering any Student Financial Assistance Programs state or federal governmental financial assistance programs in which Seller or the Company or any School participates, except for such failures to comply that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Impactand other applicable Legal Requirements. (3c) Since July 1, 1997, the Company, its Subsidiaries and its Schools have Seller has submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, for Seller and the Company and each School to all Educational Agencies, Governmental Entities agencies or other entities with which such filings are required in order relating to be in its compliance in all material respects with (Ai) applicable accreditation standards and requirementsAccreditation standards, (Bii) legal requirements Legal Requirements governing programs pursuant to which such the School or its students receive student financial assistanceassistance funding, and (Ciii) all articulation agreements between the Company or such School and degree granting colleges and universities in effect as of the date hereof, except where failure to submit such reports, audits and other information would not have a material adverse effect on the business or operations of Seller or the School. (4d) Except as set forth in section 4.20(f)(4) of the Company Disclosure Letter, since July 1, 1997, all or substantially all All student financial aid grants and loans pursuant to any Student Financial Assistance Program have been calculated and made by the Company and its Schools in material compliance with Laws and all loans, disbursements and record keeping relating thereto have been completed by the Company and the Schools, in material compliance with Lawall federal and state requirements, and there are no material deficiencies in respect thereto. To the Best of Seller's Knowledge and except as previously disclosed in prior audits or compliance reviews by DOE, no student at the School has been funded prior to the date for which such student was eligible for funding or any amount other than the amount such student was eligible to receive, and such student's records conform in form and substance to all relevant regulatory requirements.

Recruitment; Admissions Procedures; Attendance; Reports. (1a) The Company has provided to Parent or will provide to Parent upon request, accurate copies Schedule 4.9 attached hereto is a complete list of all policy ------------ manuals and other material statements of procedures or instructions currently in effect instruction relating to (Aa) recruitment of students for each the School, including procedures for assisting in the application by prospective students for direct or indirect funding under Student Financial Assistance Programsstate or federal financial assistance; (Bb) admissions procedures, including any descriptions of procedures for insuring compliance with Law federal, state or Accrediting Body requirements and standards applicable to such procedures; and (Cc) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course performance requirements and completion and (D) procedures for processing, disbursing and returning Student Financial Assistance Program Funds (collectively, the "POLICY GUIDELINES"). Seller has delivered to Purchaser true, correct and complete copies of all Policy Guidelines"). (2b) To the Knowledge of the Company, the The operations of the Company and each the School have have, in all material respects, been conducted in accordance with the Policy Guidelines and all relevant standards and requirements imposed by applicable Accrediting Bodies, and other agencies administering any Student Financial Assistance Programs state or federal governmental financial assistance programs in which the Company or any the School participates, except for such failures to comply that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Impactand other applicable Legal Requirements. (3c) Since July 1, 1997, the Company, its Subsidiaries and its Schools have The Company has submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, for the Company and each the School to all Educational Agencies, Governmental Entities agencies or other entities with which such filings are required in order relating to be in its compliance in all material respects with (Ai) applicable accreditation standards and requirementsAccreditation standards, (Bii) legal requirements Legal Requirements governing programs pursuant to which such the School or its students receive student financial assistanceassistance funding, and (Ciii) all articulation agreements between the Company or such School and degree granting colleges and universities in effect as of the date hereof, except where failure to submit such reports, audits and other information would not have a material adverse effect on the business or operations of the Company or the School. (4d) Except as set forth disclosed in section 4.20(f)(4) of the Company Disclosure Letter, since July 1, 1997Financial Statements, all or substantially all student financial aid grants and loans pursuant to any Student Financial Assistance Program have been calculated and made by the Company and its Schools in material compliance with Laws and all loans, disbursements and record keeping relating thereto have been completed by the Company and the Schools, in material compliance with Lawall federal and state requirements, and there are no material deficiencies in respect thereto. To the Best of Seller's Knowledge and except as previously disclosed in prior audits or compliance reviews by DOE or any Accrediting Body, no student at the School has been funded prior to the date for which such student was eligible for such funding or in any amount other than an amount such student was eligible to receive, and such student records conform in form and substance to all relevant regulatory requirements.

Recruitment; Admissions Procedures; Attendance; Reports. (1Attached as EXHIBIT 12(12) The Company has provided to Parent or will provide to Parent upon request, accurate this Agreement are copies of all policy manuals and other material statements of procedures or instructions currently in effect instruction relating to (A) recruitment of students for each Schoolstudents, including procedures for assisting in the application by prospective students for direct or indirect funding under Student Financial Assistance Programsstate or Federal financial assistance; (B) admissions procedures, including any descriptions of procedures for insuring compliance with Law state or Accrediting Body requirements and Federal or other appropriate standards applicable to such proceduresor tests of eligibility; (C) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course performance requirements and completion and certification (D) procedures for processing, disbursing and returning Student Financial Assistance Program Funds (collectively, collectively referred to as the "Policy Guidelines"). (2) . To the Knowledge best of its knowledge and the Companyknowledge of each Shareholder, the Seller's operations of the Company and each School have in all material respects been conducted in accordance with the Policy Guidelines and all relevant standards and requirements imposed by applicable Accrediting Bodiesaccrediting agencies, and other agencies administering any Student Financial Assistance Programs state or Federal government programs in which the Company or any School Seller participates, except for such failures or applicable laws or regulations. ------------------------ polychlorinated biphenyl, (D) designated as a "hazardous substance" pursuant to comply that could notSection 311 of the Clean Water Act, individually 33 U.S.C. Section Section 1251 et seq. or in listed pursuant to Section 307 of the aggregateClean Water Act, reasonably be expected to have a Material Adverse Impact. (3E) Since July 1flammable explosive, 1997, the Company, its Subsidiaries and its Schools have or (F) radioactive materials. Seller has submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, for the Company and each School ("Compliance Reports") to all Educational Agencies, Governmental Entities agencies or other entities with which such filings are required in order relating to be in its compliance in all material respects with (Ai) applicable accreditation standards and requirements, governing its activities or (Bii) legal requirements laws or regulations governing programs pursuant to which such School the Seller or its students receive student financial assistancefunding, 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 School have been maintained consistent with the operations of a school business. All forms and records have been prepared, completed, maintained and filed in all material respects in accordance with all applicable federal and state laws and regulations, and (C) are true and correct in all articulation agreements between the Company or such School and degree granting colleges and universities in effect as material respects. As of the date hereof. (4) Except as set forth in section 4.20(f)(4) of the Company Disclosure LetterDecember 31, since July 1, 1997, 1992 all or substantially all financial aid grants and loans pursuant to any Student Financial Assistance Program have been calculated and made by the Company and its Schools in material compliance with Laws and all loans, disbursements and record keeping relating thereto to them have been completed by the Company and the Schools, in material compliance with Lawall federal and state requirements, and there are no material deficiencies in respect thereto. No student has been funded prior to the date for which such student was eligible for funding and such student's records have been processed in accordance with all applicable federal, state and relevant third party funding source requirements. All appropriate reports and surveys have been accurately prepared, taken and filed prior to delinquency.

Recruitment; Admissions Procedures; Attendance; Reports. Schedule 5.6 (1a) The Company has provided to Parent or will provide to Parent upon request, accurate copies attached hereto is a complete list of all policy manuals and --------------- other material statements of procedures or instructions currently in effect instruction relating to (A) recruitment of students for each Schoolthe Schools, including (a) procedures for assisting in the application by prospective students for direct or indirect funding under Student Financial Assistance Programsstate or federal financial assistance; (Bb) admissions procedures, including any descriptions of procedures for insuring compliance with Law state or Accrediting Body requirements federal or other appropriate standards or tests of eligibility; and standards applicable to such procedures; (Cc) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course performance requirements and completion and (D) procedures for processing, disbursing and returning Student Financial Assistance Program Funds certification (collectively, the "Policy Guidelines"). (2. Schedule 5.6(b) To the Knowledge attached hereto sets forth a list of the Company--------------- 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 operations of the Company and each School Schools have been conducted in accordance with the Policy Guidelines and all relevant standards and requirements imposed by applicable Accrediting Bodiesaccrediting bodies, agencies administering state or federal governmental programs in which Seller participates, and other agencies administering any Student Financial Assistance Programs in which the Company applicable laws or any School participates, except for such failures to comply that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Impact. (3) Since July 1, 1997, the Company, its Subsidiaries and its Schools have 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 Company and each School Schools to all Educational Agencies, Governmental Entities agencies or other entities with which such filings are required in order relating to be in its compliance in all material respects with (Ai) applicable accreditation standards governing its activities and requirements, (Bii) legal requirements laws or regulations governing programs pursuant to which such School Seller or its students receive student financial assistancefunding. 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 (C) all articulation agreements between the Company or such School are true and degree granting colleges and universities in effect as of the date hereof. (4) Except as set forth in section 4.20(f)(4) of the Company Disclosure Letter, since July 1, 1997, all or substantially all correct. All financial aid grants and loans pursuant to any Student Financial Assistance Program have been calculated and made by the Company and its Schools in material compliance with Laws and all loans, disbursements and record keeping relating thereto have been completed by the Company and the Schools, in material compliance with Lawall 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 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. (1a) The operations of the Company has provided to Parent or will provide to Parent upon request, accurate copies of and the School have been conducted in accordance with all policy manuals and other material statements of procedures or instructions currently in effect relating to (Ai) recruitment of students for each the School, including procedures for assisting in the application by prospective students for direct or indirect funding under Student Financial Assistance Programsstate or federal financial assistance; (Bii) admissions procedures, including any descriptions of procedures for insuring compliance with Law or Accrediting Body federal, state and accreditation requirements and standards applicable to such procedures; and (Ciii) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course performance requirements and completion and (D) procedures for processingcompletion, disbursing and returning Student Financial Assistance Program Funds (collectively, except where the "Policy Guidelines"). (2) To the Knowledge of failure to do so would not have a Material Adverse Effect on the Company, the operations of the Company and each School have been conducted in accordance with the Policy Guidelines and all relevant standards and requirements imposed by applicable Accrediting BodiesBodies or State Approval Agencies, and other agencies administering any Student Financial Assistance Programs state or federal governmental financial assistance programs in which the Company or any the School participatesparticipate, except for such failures to comply that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Impactand other applicable legal requirements. (3b) Since July 1, 1997, the Company, its Subsidiaries and its Schools have The Company has submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requests, for the Company and each the School to all Educational Agencies, Governmental Entities agencies or other entities with which such filings are required in order related to be in its compliance in all material respects with (Ai) applicable accreditation standards and State Approval Agency requirements, (Bii) legal requirements governing programs pursuant to which such the School or its students receive student financial assistanceassistance funding, and (Ciii) all articulation agreements between the Company or such School and degree granting colleges and universities other institutions of higher education in effect as of the date hereofhereof except for any such reports, audits and other information the failure to file would not have a Material Adverse Effect on the Company. (4c) Except as set forth in section 4.20(f)(4) of the Company Disclosure Letter, since July 1, 1997, all or substantially all All student financial aid grants and loans pursuant to any Student Financial Assistance Program have been calculated and made by the Company and its Schools in material compliance with Laws and all loans, disbursements and record keeping relating thereto have been completed by the Company and the Schools, in material compliance with Lawall federal and state requirements, except where the failure to do so would not have a Material Adverse Effect on the Company, and there are no material deficiencies in respect thereto. Except as set forth on Schedule 2.27, and except where the failure to do so would not have a Material Adverse Effect on the Company and except as previously disclosed in prior audits or compliance reviews by the USDOE or other relevant state agency, no student at the School has been funded prior to the date for which such student was eligible for funding or for any amount other than the amount such student was eligible to receive, and such student's records conform in form and substance to all relevant regulatory requirements.

Recruitment; Admissions Procedures; Attendance; Reports. (1a) The Company has provided to Parent or will provide to Parent upon request, accurate copies attached hereto is a complete list of all policy manuals and --------------- other material statements of procedures or instructions currently in effect instruction relating to (A) recruitment of students for each Schoolthe Schools, including (a) procedures for assisting in the application by prospective students for direct or indirect funding under Student Financial Assistance Programsstate or federal financial assistance; (Bb) admissions procedures, including any descriptions of procedures for insuring compliance with Law state or Accrediting Body requirements federal or other appropriate standards or tests of eligibility; and standards applicable to such procedures; (Cc) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course performance requirements and completion and (D) procedures for processing, disbursing and returning Student Financial Assistance Program Funds certification (collectively, the "Policy Guidelines"). (2. Schedule 5.6(b) To the Knowledge attached hereto sets forth a list of the Company--------------- 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 operations of the Company and each School Schools have been conducted in accordance with the Policy Guidelines and all relevant standards and requirements imposed by applicable Accrediting Bodiesaccrediting bodies, agencies administering state or federal governmental programs in which Seller participates, and other agencies administering any Student Financial Assistance Programs in which the Company applicable laws or any School participates, except for such failures to comply that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Impact. (3) Since July 1, 1997, the Company, its Subsidiaries and its Schools have 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 Company and each School Schools to all Educational Agencies, Governmental Entities agencies or other entities with which such filings are required in order relating to be in its compliance in all material respects with (Ai) applicable accreditation standards governing its activities and requirements, (Bii) legal requirements laws or regulations governing programs pursuant to which such School Seller or its students receive student financial assistancefunding. 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 (C) all articulation agreements between the Company or such School are true and degree granting colleges and universities in effect as of the date hereof. (4) Except as set forth in section 4.20(f)(4) of the Company Disclosure Letter, since July 1, 1997, all or substantially all correct. All financial aid grants and loans pursuant to any Student Financial Assistance Program have been calculated and made by the Company and its Schools in material compliance with Laws and all loans, disbursements and record keeping relating thereto have been completed by the Company and the Schools, in material compliance with Lawall 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 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. (1) The Company has provided Attached as SCHEDULE 2(I) to Parent or will provide to Parent upon request, accurate copies of the Disclosure Memorandum are all policy manuals and other material statements of procedures or instructions currently instruction in effect during the last three years relating to (A) recruitment of students for each Schoolthe Schools' students, including procedures for assisting in the application by prospective students for direct state or indirect funding under Student Financial Assistance ProgramsFederal financial assistance; (B) admissions procedures, including any descriptions of admissions; procedures for insuring compliance with Law state or Accrediting Body requirements and Federal or other appropriate standards applicable to such proceduresor tests of eligibility; (C) procedures for encouraging and verifying attendance, minimum required attendance policies, and other relevant criteria relating to course performance requirements and completion and (D) procedures for processing, disbursing and returning Student Financial Assistance Program Funds (collectively, collectively referred to as the "Policy Guidelines")) which have previously been delivered to the Buyer by the Sellers. The Schools' operations have been conducted in all material respects in accordance with the Policy Guidelines. (2) To the Knowledge of the Company, the operations of the Company and each School have been conducted in accordance with the Policy Guidelines and all relevant standards and requirements imposed by applicable Accrediting Bodies, and other agencies administering any Student Financial Assistance Programs in which the Company or any School participates, except for such failures to comply that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Impact. (3) Since July 1, 1997, the Company, its Subsidiaries and its Schools The Sellers have submitted all reports, audits, and other information, whether periodic in nature or pursuant to specific requestsrequests ("Compliance Reports"), for the Company and each School to all Educational Agencies, Governmental Entities agencies or other entities with which such filings are required in order relating to be in the Schools' compliance in all material respects with (Ai) applicable accreditation standards and requirements, or (Bii) legal requirements laws or regulations governing programs pursuant to which such School the Schools or its students attending the Schools receive student financial assistance, including, without limitation, the Federal Perkxxx Xxxn Program, the Federal Family Education Loan Programs, the Federal Pell Grant program and (C) the Federal Supplemental Educational Opportunity Grant Program, the Federal Direct Student Loan Program or the Federal Work Study Program, all articulation agreements between the Company or such School and degree granting colleges and universities in effect as of which are provided for pursuant to Title IV of the date hereofHEA. (43) Except as set forth The Schools have complied with record retention requirements under the HEA and applicable state law for all present and past students attending the Schools. The Schools have prepared, completed and filed all forms and records in section 4.20(f)(4) compliance with the HEA and applicable state and accrediting agency requirements applicable to the operation of the Company Disclosure Letter, since July 1, 1997, Schools and all or substantially all grants such forms and loans pursuant records are true and correct. The Schools have not funded any student prior to any Student Financial Assistance Program the date for which such student was eligible for funding. All appropriate reports and surveys have been calculated accurately prepared, taken and made by the Company and its Schools in material compliance with Laws and all disbursements and record keeping relating thereto have been completed by the Company and the Schools, in material compliance with Law, and there are no material deficiencies in respect theretofiled prior to delinquency.