Title IV Compliance. Except to the extent any of the following actions, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, the Company and (i) each of its Subsidiaries with annual revenues of more than $15,000,000 and (ii) its Subsidiaries representing no less than 85% of the aggregate annual revenues of the Company and its Subsidiaries on a consolidated basis shall: (a) Take no action which would cause any Educational Institution to fail to qualify as an “eligible institution,” as defined in 34 C.F.R. Section 600.2, including without limitation, under 34 C.F.R. Section 600.40; (b) Take no action which would cause any Educational Institution to fail to qualify as a Proprietary Institution of Higher Education in accordance with 34 C.F.R. Section 600.5; (c) Not permit more than ninety percent (90%) of each Educational Institution’s revenues during the most recent fiscal year to be derived from Title IV Program Funds based on the formula set forth in 34 C.F.R. Section 600.5(d); (d) Maintain all Educational Approvals necessary to operate each Educational Institution as currently operated; (e) Submit a materially complete application for a renewal of certification to the Secretary at least ninety (90) days prior to the expiration of such Educational Institution’s current period of participation or, in the event of the Secretary’s selection of an Educational Institution for recertification, submit a materially completed application for renewal to the Secretary on or before the date specified in the notice of selection for recertification; (f) Comply with the application procedures set forth in 34 C.F.R. Section 600.20; (g) Take no action that would cause any Educational Institution to undergo a change of ownership that would result in a change of control, as set forth in 34 C.F.R. Section 600.31; (h) Cause each Educational Institution to meet the standards for participation in Title IV Programs in 34 C.F.R., Part 668, Subpart B, and to have a current program participation agreement with the Secretary; (i) Monitor and prevent the Federal student aid published Cohort Default Rate for each Educational Institution from exceeding twenty-five percent (25%) for any three consecutive federal fiscal years for which such rates are published as calculated under 34 C.F.R. § 668.183, thirty percent (30%) for any three consecutive federal fiscal years for which such rates are published as calculated under 34 C.F.R. § 668.202. or forty percent (40%) for any federal fiscal year; and (j) Cause each Educational Institution to comply with the standard of conduct required of a fiduciary in the administration of Title IV Programs, as set forth in 34 C.F.R. Section 668.82. As used in this section, all terms shall have the meanings as set forth in the citations referred to above or as otherwise defined in 34 C.F.R., Part 600 or Part 668, as the context requires.
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Samples: Credit Agreement (Career Education Corp), Credit Agreement (Career Education Corp), Credit Agreement (Career Education Corp)
Title IV Compliance. Except to the extent any of the following actions, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, the Company and (i) each of its Subsidiaries with annual revenues of more than $15,000,000 and (ii) its Subsidiaries representing no less than 85% of the aggregate annual revenues of the Company and its Subsidiaries on a consolidated basis shall:
(a) Take no action which would cause any Educational Institution to fail to qualify as an “eligible institution,” as defined in 34 C.F.R. Section § 600.2, including without limitation, under 34 C.F.R. Section § 600.40;
(b) Take no action which would cause any Educational Institution to fail to qualify as a Proprietary Institution proprietary institution of Higher Education higher education in accordance with 34 C.F.R. Section § 600.5;
(c) Not permit more than ninety percent (90%) of each Educational Institution’s revenues during the most recent fiscal year to be derived from Title IV Program Funds based on the formula set forth in as calculated under 34 C.F.R. Section 600.5(d§§ 668.14 and 668.28);
(d) Maintain all Educational Approvals necessary to operate each Educational Institution as currently operated;
(e) Submit a materially complete application for a renewal of certification to the Secretary of Education at least ninety (90) days prior to the expiration of such Educational Institution’s current period of participation in the Title IV Programs or, in the event of the SecretarySecretary of Education’s selection of an Educational Institution for recertification, submit a materially completed complete application for renewal to the Secretary of Education on or before the date specified in the notice of selection for recertification;
(f) Comply with the application procedures set forth in 34 C.F.R. Section 600.20;
(g) Take no action that would cause any Educational Institution to undergo a change of ownership that would result in a change of control, as set forth in 34 C.F.R. Section 600.31;
(h) Cause each Educational Institution to meet the standards for participation in Title IV Programs in 34 C.F.R., Part 668, Subpart B, and to have a current program participation agreement with the SecretarySecretary of Education;
(i) Monitor and prevent the Federal student aid published Cohort Default Rate for each Educational Institution from exceeding twenty-five percent (25%) for any three consecutive federal fiscal years for which such rates are published as calculated under 34 C.F.R. § 668.183, thirty percent (30%) for any three consecutive federal fiscal years for which such rates are published as calculated under 34 C.F.R. § 668.202. , or forty percent (40%) for any federal fiscal year; and
(j) Cause each Educational Institution to comply with the standard of conduct required of a fiduciary in the administration of Title IV Programs, as set forth in 34 C.F.R. Section § 668.82. As used in this section, all terms shall have the meanings as set forth in the citations referred to above or as otherwise defined in 34 C.F.R., Part 600 or Part 668, as the context requires.
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Title IV Compliance. Except to the extent any of the following actions, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, the The Company and (i) each of its Subsidiaries with annual revenues of more than $15,000,000 and (ii) its Subsidiaries representing no less than 85% of the aggregate annual revenues of the Company and its Subsidiaries on a consolidated basis shall:
(a) Take Other than actions in connection with an Acquisition for which the Company shall use its best efforts to obtain favorable DOE review of a pre-acquisition review application in connection with the Acquisition, take no action which would cause any Educational Institution to fail to qualify as an “eligible institution,” as defined in 34 C.F.R. Section 600.2, including without limitation, under 34 C.F.R. Section 600.40;
(b) Take Other than actions in connection with an Acquisition for which the Company shall use its best efforts to obtain favorable DOE review of a pre-acquisition review application in connection with the Acquisition, take no action which would cause any Educational Institution to fail to qualify as a Proprietary Institution of Higher Education in accordance with 34 C.F.R. Section 600.5;
(c) Not permit more than ninety percent (90%) of each Educational Institution’s revenues during the most recent fiscal year to be derived from Title IV Program Funds based on the formula set forth in 34 C.F.R. Section 600.5(d) and with respect to any Educational Institution acquired after the Closing Date, the Company shall have until the end of the next subsequent fiscal year of the Company to bring such Educational Institution in compliance with the first clause of this Section 6.14(c);
(d) Maintain all Educational Approvals necessary to operate Other than actions in connection with an Acquisition, maintain each Educational Institution as currently operatedan institution that is accredited, as defined in 34 C.F.R. Section 600.2;
(e) Submit a materially complete application for a renewal of certification to the Secretary at least ninety (90) days prior to the expiration of such Educational Institution’s current period of participation or, in the event of the Secretary’s selection of an Educational Institution for recertification, submit a materially completed application for renewal to the Secretary on or before the date specified in the notice of selection for recertification;
(f) Comply with the application procedures set forth in 34 C.F.R. Section 600.20;
(g) Take Other than actions in connection with an Acquisition for which the Company shall use its best efforts to obtain favorable DOE review of a pre-acquisition review application in connection with the Acquisition, take no action that would cause any Educational Institution to undergo a change of ownership that would result in a change of control, as set forth in 34 C.F.R. Section 600.31;
(h) Cause each Educational Institution to meet the standards for participation in Title IV Programs in 34 C.F.R., Part 668, Subpart B, and to have a current program participation agreement with the SecretarySecretary or in the case of an Acquisition, immediately following approval by the DOE, take such action as is necessary to comply with the foregoing;
(i) Monitor and use its best efforts to prevent the Federal student aid published Cohort Default Rate cohort default rate for each Educational Institution from exceeding twenty-five percent (25%) for any three consecutive federal fiscal years for which such rates are published as calculated under 34 C.F.R. § 668.183, thirty percent (30%) for any three consecutive federal fiscal years for which such rates are published as calculated under 34 C.F.R. § 668.202. 12-month periods or forty percent (40%) for any federal fiscal yeartwelve month period; and
(j) Cause each Educational Institution to comply with the standard of conduct required of a fiduciary in the administration of Title IV Programs, as set forth in 34 C.F.R. Section 668.82. As used in this section, all terms shall have the meanings as set forth in the citations referred to above or as otherwise defined in 34 C.F.R., Part 600 or Part 668, as the context requires.
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Title IV Compliance. Except to the extent any of the following actions, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, the Company The Parent and (i) each of its Subsidiaries with annual revenues of more than $15,000,000 and (ii) its Subsidiaries representing no less than 85% of the aggregate annual revenues of the Company and its Subsidiaries on a consolidated basis shallwill:
(a) Take other than actions for continued DOE and Accrediting Body approvals obtained in connection with an Acquisition, take no action which would cause any Educational Institution to fail to qualify as an “"eligible institution,” " as defined in 34 C.F.R. Section 600.2, including including, without limitation, under 34 C.F.R. Section 600.40;
(b) Take take no action which would cause any Educational Institution to fail to qualify as a Proprietary Institution of Higher Education in accordance with 34 C.F.R. Section 600.5;
(c) Not not permit more than ninety eighty five percent (9085%) of each Educational Institution’s 's revenues during the most recent fiscal year twelve-month period to be derived from Title IV Program Funds funds based on the formula set forth in 34 C.F.R. Section 600.5(d) and with respect to any Educational Institution acquired after the Closing Date, the Parent shall have a period of 12 months to bring such Educational Institution in compliance with the first clause of this Section 10.8(c);
(d) Maintain all Educational Approvals necessary submit to operate the Administrative Agent, for each Educational Institution as currently operatedInstitution, within one hundred twenty (120) days following the end of each Fiscal Year of such Educational Institution, the certified public accountant's report required by 34 C.F.R. Section 600.5(e), except that the report shall certify that the percentage of revenue derived from Title IV Program funds is not more than the amount of its revenue allowable under Section 10.8(c);
(e) Submit other than actions for continued DOE and Accrediting Body approvals obtained in connection with an acquisition, maintain each Educational Institution as an accredited institution, as defined in 34 C.F.R. Section 600.2;
(f) except as provided in 34 C.F.R. Section 600.7(b)(3), take no action which would cause or permit, for the latest complete award year (i) more than forty percent (40%) of each Educational Institution's courses to be "correspondence courses" as calculated based on 34 C.F.R. Section 600.7(b) and defined in 34 C.F.R. Section 600.2; (ii) forty percent (40%) or more of each Educational Institution's regular enrolled students to be enrolled in correspondence courses; (iii) twenty percent (20%) or more of each Educational Institution's regular enrolled students to be incarcerated; (iv) forty percent (40%) or more of each Educational Institution's regular enrolled students to have neither a high school diploma nor the recognized equivalent of a high school diploma in cases where the Educational Institution provides a four-year or two-year educational program for which it awards a bachelor's degree or associate's degree, respectively;
(g) take no action to commence, consent to, or acquiescence in any case, proceeding, or other action relating to bankruptcy, insolvency, reorganization or similar relief of any Subsidiary;
(h) notify the Secretary and the Administrative Agent within ninety (90) days prior to the expiration of any Educational Institution's program participation agreement and submit a materially complete completed application for a renewal of certification to the Secretary at least ninety (90) days prior to the expiration of such Educational Institution’s 's current period of participation or, in the event of the Secretary’s 's selection of an Educational Institution for recertification, submit a materially completed application for renewal to the Secretary on or before the date specified in the notice of selection for recertification;
(fi) Comply comply with the application procedures set forth in 34 C.F.R. Section 600.20600.20 and Section 668.12;
(gj) Take notify the Secretary and the Administrative Agent in writing no later than seven (7) days after a change occurs in any of the information provided in any Educational Institution's eligibility application, as set forth in 34 C.F.R. Section 600.30;
(k) unless such action is contingent upon approval of or a ruling from the Secretary under 34 C.F.R. Section 600.31, take no action that would cause any Educational Institution to undergo a change of ownership that would result in a change of control, as set forth in 34 C.F.R. Section 600.31;
(hl) Cause cause each Educational Institution to meet the standards for participation in Title IV Programs in 34 C.F.R., Part 668, Subpart B, and to have a current program participation agreement with the SecretarySecretary or in the case of an Acquired Person, immediately following its approval by the DOE, take such action as is necessary to comply with the foregoing;
(m) cause not less than eighty percent (80%) of the tuition revenue derived from the programs provided at each Educational Institution to be derived from programs which qualify as eligible programs pursuant to 34 C.F.R. Section 668.8;
(n) cause each Educational Institution to comply with all of the factors of financial responsibility set forth in 34 C.F.R. Section 668.15, except that (i) Monitor all payments of existing debt obligations shall be made within ninety (90) days; and (ii) no Educational Institution shall have operating losses for the two (2) latest fiscal years that result in a decrease in such Educational Institution's Tangible Net Worth in excess of eight percent (8%) of such Educational Institution's Tangible Net Worth at the beginning of the first year of the two-year period (operating losses and tangible net worth being defined as set forth in 34 C.F.R. Section 668.15(B)(7);
(o) monitor and prevent the Federal student aid Xxxxxxxx loan and Federal SLS published Cohort Default Rate cohort default rate for each Educational Institution from exceeding twenty-five percent (25%) for any three two consecutive federal fiscal years for which such rates are published as calculated under 34 C.F.R. § 668.183, 12-month periods or thirty percent (30%) for any three consecutive federal fiscal years for which such rates are published as calculated under 34 C.F.R. § 668.202. or forty percent (40%) for any federal fiscal yeartwelve month period; and
(jp) Cause cause each Educational Institution to comply with the standard of conduct required of a by each fiduciary in the administration of Title IV Programs, as set forth in 34 C.F.R. Section 668.82. As used in this sectionSection, all terms shall have the meanings as set forth in the citations referred to above or as otherwise defined in 34 C.F.R., Part 600 or Part 668, as the context requires.
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