Common use of Projections and Cash Flow Clause in Contracts

Projections and Cash Flow. As soon as available and in any event within forty-five (45) days prior to the end of each fiscal year of Borrowers, projections of Borrowers' profit and loss, balance sheets, cash flows and availability under the Line on a monthly basis for the next succeeding fiscal year, prepared by the chief financial officer of Borrowers. Borrowers have furnished to Bank initial projections dated as of the date hereof and attached hereto as Schedule 7.4 containing the information required by this Section 7.4. Borrowers represent and covenant that (a) the initial projections attached hereto have been and all projections required by this Section 7.4 shall be prepared by the chief financial officer of Borrowers and represent, and in the future shall represent, the best available good faith estimate of Borrowers regarding the course of Borrowers' business for the periods covered thereby; (b) the assumptions set forth in the initial projections are and the assumptions set forth in the future projections delivered hereafter shall be reasonable and realistic based on the current economic conditions; (c) Borrowers know of no reason why Borrowers should not be able to achieve the performance levels set forth in the initial projections and Borrowers shall have no knowledge at the time of delivery of future projections of any reason why Borrowers shall not be able to meet the performance levels set forth in said projections; and (d) Borrowers have sufficient capital as may be required for its ongoing business and be able to pay its existing and anticipated debts as they mature.

Projections and Cash Flow. As soon as available and in any event within Within forty-five (45) days prior to following the end of each fiscal year of Borrowerscalendar year, projections of Borrowers' profit and loss, balance sheetsloss statements, cash flows and availability under the Line balance sheets of Borrowers and their Subsidiaries prepared on a monthly month-by-month basis for the next succeeding fiscal yeartwelve (12) months, prepared by the chief financial officer of BorrowersResponsible Officer. Borrowers have furnished to Bank initial projections dated as of the date hereof and attached hereto as Schedule 7.4 containing the information required by this Section 7.4Section. Borrowers represent and covenant that (a) the initial projections attached hereto required by this Section have been prepared by the Responsible Officer and represent the best available good faith estimate of Borrowers regarding the course of Borrowers' businesses for the periods covered thereby; (b) all future projections required by this Section 7.4 shall be prepared by or under the chief financial officer direction of Borrowers the Responsible Officer and represent, and in the future shall represent, represent the best available good faith estimate of Borrowers regarding the course of Borrowers' business for the periods covered thereby; (bc) the assumptions set forth in the initial projections are and the assumptions set forth in the future projections delivered hereafter shall be in the Responsible Officer's good faith belief reasonable and realistic based on the then current economic conditions; (cd) Borrowers know of no reason why Borrowers should not be able to achieve the performance levels set forth in the initial projections and Borrowers shall have no knowledge at the time of delivery of future projections of any reason why Borrowers shall are not likely to be able to meet the performance levels set forth in said projections; and (de) Borrowers have sufficient capital as may be required for its their ongoing business and be able to pay its their existing and anticipated debts as they mature.

Projections and Cash Flow. As soon as available and in any event within forty-five sixty (4560) days prior to the end of each fiscal year of BorrowersBorrower, projections of Borrowers' profit and loss, balance sheets, cash flows and availability under the Line on a monthly quarter-by-quarter basis for the next succeeding fiscal yeartwelve (12) months for Borrower and its Subsidiaries, prepared by the chief financial officer of BorrowersBorrower. Borrowers have In addition, until Borrower has delivered to the Agent and the Lenders pursuant to Section 9.1 or 9.3(a) of the Loan Agreement financial statements reflecting a ratio of Total Indebtedness to EBITDA under Section 8.2 of the Loan Agreement of 3.50 to 1 or less for the most recently completed fiscal quarter, as soon as available and in any event within three (3) business days following the end of each week, a rolling projected cash flow forecast for the next succeeding twelve (12) week period, prepared by the chief financial officer of Borrower. Borrower has furnished to Bank Lenders initial projections dated as of the date hereof and attached hereto as Schedule 7.4 9.2 containing the information required by this Section 7.49.2. Borrowers represent Borrower represents and covenant covenants that (a) the initial projections attached hereto have been to the Agreement were and all projections required by this Section 7.4 9.2 shall be prepared by the chief financial officer of Borrowers Borrower and represent, and in the future shall represent, the best available good faith estimate of Borrowers Borrower regarding the course of Borrowers' the business of Borrower and its Subsidiaries for the periods covered thereby; (b) the assumptions set forth in the initial projections are and the assumptions set forth in the future projections delivered hereafter shall be reasonable and realistic based on the then current economic conditions; (c) Borrowers know Borrower knows of no reason why Borrowers Borrower and its Subsidiaries should not be able to achieve the performance levels set forth in the initial projections and Borrowers Borrower and its Subsidiaries shall have no knowledge at the time of delivery of future projections of any reason why Borrowers Borrower and its Subsidiaries shall not be able to meet the performance levels set forth in said projections; and (d) Borrowers Borrower and its Subsidiaries have sufficient capital as may be required for its their ongoing business businesses and be able to pay its their existing and anticipated debts as they mature."

Projections and Cash Flow. As soon as available and in any event within forty-five thirty (4530) days prior to the end of each fiscal year of BorrowersObligors, projections of Borrowers' profit and loss, balance sheets, cash flows and availability under the Line on a monthly month by month basis for the next succeeding fiscal yeartwelve (12) months, prepared by the chief financial officer of Borrowerssuch Borrower. Borrowers Obligors have previously furnished to Bank initial projections dated as of the date hereof and attached hereto as Schedule 7.4 to Agent containing the information required by this Section 7.49.2 (the "Initial Projections"). Borrowers Obligors represent and covenant that (a) the initial projections attached hereto Initial Projections have been and all projections required by this Section 7.4 9.2 shall be prepared by the chief financial officer of Borrowers each Borrower and represent, and in the future shall represent, the best available good faith estimate of Borrowers Obligors regarding the course of Borrowers' each Obligor's business for the annual periods covered thereby; (b) the assumptions set forth in the initial projections Initial Projections are and the assumptions set forth in the future projections delivered hereafter shall be reasonable and realistic based on the then current economic conditions; (c) Borrowers Obligors know of no reason why Borrowers Obligors should not be able to achieve the annual performance levels set forth in the initial projections Initial Projections and Borrowers Obligors shall have no knowledge at the time of delivery of future projections of any reason why Borrowers Obligors shall not be able to meet the performance levels set forth in said projections; and (d) Borrowers Obligors have sufficient capital as may be required for its their ongoing business and be able to pay its their existing and anticipated debts as they mature.

Projections and Cash Flow. As soon as available and in any event within forty-five (45) days prior to the end On or before December 31 of each fiscal year of Borrowerscalendar year, projections of Borrowers' profit and loss, balance sheetsloss statements, cash flows and availability under the Line balance sheets of Borrower and its Subsidiaries prepared on a monthly month-by-month basis for the next succeeding fiscal yeartwelve (12) months, prepared by the chief financial officer of BorrowersBorrower. Borrowers have Borrower has furnished to Bank initial projections dated as of the date hereof and attached hereto as Schedule 7.4 containing the information required by this Section 7.4Section. Borrowers represent The Obligor represents and covenant covenants that (a) the initial projections attached hereto have been and all projections required by this Section 7.4 shall be have been prepared by the chief financial officer of Borrowers Borrower and represent, and in the future shall represent, represent the best available good faith estimate of Borrowers Borrower regarding the course of Borrowers' Borrower’s business for the periods covered thereby; (b) all future projections required b y this Section shall be prepared by or under the direction of the chief financial officer of Borrower and shall represent the best available good faith estimate of Borrower regarding the course of Borrower’s business for the periods covered thereby; (c) the assumptions set forth in the initial projections are and the assumptions set forth in the future projections delivered hereafter shall be reasonable and realistic based on the then current economic conditions; (cd) Borrowers know Borrower knows of no reason why Borrowers the Obligors should not be able to achieve the performance levels set forth in the initial projections and Borrowers Borrower shall have no knowledge at the time of delivery of future projections of any reason why Borrowers the Obligors shall not be able to meet the performance levels set forth in said projections; and (de) Borrowers have each Obligor has sufficient capital as may be required for its ongoing business and be able to pay its existing and anticipated debts as they mature.

Projections and Cash Flow. As soon as available and in any event within forty-five (45x) thirty (30) days prior to the end of each fiscal year of BorrowersObligors, prior to the fiscal year ended December 31, 2011 and (y) forty-five (45) days after the end of each fiscal year of Obligors, commencing with the fiscal year ended December 31, 2011, projections of Borrowers' profit and loss, balance sheets, cash flows and availability under the Line on a monthly month by month basis for the next succeeding fiscal yeartwelve (12) months, prepared by the chief financial officer of Borrowerssuch Borrower. Borrowers Obligors have previously furnished to Bank initial projections dated as of the date hereof and attached hereto as Schedule 7.4 to Agent containing the information required by this Section 7.49.2 (the “Initial Projections”). Borrowers Obligors represent and covenant that (a) the initial projections attached hereto Initial Projections have been and all projections required by this Section 7.4 9.2 shall be prepared by the chief financial officer of Borrowers each Borrower and represent, and in the future shall represent, the best available good faith estimate of Borrowers Obligors regarding the course of Borrowers' each Obligor's business for the annual periods covered thereby; (b) the assumptions set forth in the initial projections Initial Projections are and the assumptions set forth in the future projections delivered hereafter shall be reasonable and realistic based on the then current economic conditions; (c) Borrowers Obligors know of no reason why Borrowers Obligors should not be able to achieve the annual performance levels set forth in the initial projections Initial Projections and Borrowers Obligors shall have no knowledge at the time of delivery of future projections of any reason why Borrowers Obligors shall not be able to meet the performance levels set forth in said projections; and (d) Borrowers Obligors have sufficient capital as may be required for its their ongoing business and be able to pay its their existing and anticipated debts as they mature.”

Projections and Cash Flow. As soon as available and in any event within forty-five sixty (4560) days prior to the end of each fiscal year of BorrowersBorrower, projections of Borrowers' profit and loss, balance sheets, cash flows and availability under the Line on a monthly month-by-month basis for the next succeeding fiscal yeartwelve (12) months, prepared or reviewed by the chief financial officer of BorrowersBorrower. Borrowers have Borrower has furnished to Bank initial projections dated as of the date hereof and attached hereto as Schedule 7.4 9.2 containing the information required by this Section 7.49.2. Borrowers represent Borrower represents and covenant covenants that (a) the initial projections attached hereto have been and all projections required by this Section 7.4 9.2 shall be prepared by the chief financial officer of Borrowers Borrower and represent, and in the future shall represent, the best available good faith estimate of Borrowers Borrower regarding the course of Borrowers' Borrower's business for the periods covered thereby; (b) the assumptions set forth in the initial projections are and the assumptions set forth in the future projections delivered hereafter shall be reasonable and realistic based on the then current economic conditions; (c) Borrowers know Borrower knows of no reason why Borrowers Borrower should not be able to achieve the performance levels set forth in the initial projections and Borrowers Borrower shall have no knowledge at the time of delivery of future projections of any reason why Borrowers Borrower shall not be able to meet the performance levels set forth in said projections; and (d) Borrowers have Borrower has or has commitments for sufficient capital as may be required for its ongoing business and be able to pay its existing and anticipated debts as they mature.

Projections and Cash Flow. As soon as available and in any event within forty-five (45) days prior to the end On or before December 31 of each fiscal year of Borrowerscalendar year, projections of Borrowers' profit and loss, balance sheetsloss statements, cash flows and availability under the Line balance sheets of Borrower and its Subsidiaries prepared on a monthly month-by-month basis for the next succeeding fiscal yeartwelve (12) months, prepared by the chief financial officer of BorrowersBorrower. Borrowers have Borrower has furnished to Bank the Administrative Agent (to furnish to the Lenders) initial projections dated as of the date hereof and attached hereto as Schedule 7.4 containing the information required by this Section 7.4Section. Borrowers The Obligors represent and covenant that (a) the initial projections attached hereto have been and all projections required by this Section 7.4 shall be have been prepared by the chief financial officer of Borrowers Borrower and represent, and in the future shall represent, represent the best available good faith estimate of Borrowers Borrower regarding the course of Borrowers' Borrower’s business for the periods covered thereby; (b) all future projections required by this Section shall be prepared by or under the direction of the chief financial officer of Borrower and shall represent the best available good faith estimate of Borrower regarding the course of Borrower’s business for the periods covered thereby; (c) the assumptions set forth in the initial projections are and the assumptions set forth in the future projections delivered hereafter shall be reasonable and realistic based on the then current economic conditions; (cd) Borrowers know Borrower knows of no reason why Borrowers the Obligors should not be able to achieve the performance levels set forth in the initial projections and Borrowers Borrower shall have no knowledge at the time of delivery of future projections of any reason why Borrowers the Obligors shall not be able to meet the performance levels set forth in said projections; and (de) Borrowers have each Obligor has sufficient capital as may be required for its ongoing business and be able to pay its existing and anticipated debts as they mature.

Projections and Cash Flow. As soon as available and in any event within forty-five ninety (4590) days prior to the end of each fiscal year of Borrowers, projections of Borrowers' profit and loss, balance sheets, cash flows and availability under the Line on a monthly month-by-month consolidated and consolidating basis for the next succeeding fiscal yeartwelve (12) months, prepared by the chief financial officer of Borrowerseach Borrower. Borrowers have furnished to Bank initial projections dated as of the date hereof and attached hereto as Schedule 7.4 9.2 containing the information required by this Section 7.49.2. Borrowers represent and covenant that (a) the initial projections attached hereto have been and all projections required by this Section 7.4 9.2 shall be prepared by the chief financial officer of Borrowers each Borrower and represent, and in the future shall represent, the best available good faith estimate of Borrowers regarding the course of Borrowers' each Borrower’s business for the periods covered thereby; (b) the assumptions set forth in the initial projections are and the assumptions set forth in the future projections delivered hereafter shall be reasonable and realistic based on the then current economic conditions; (c) Borrowers know of no reason why Borrowers should not be able to achieve the performance levels set forth in the initial projections and Borrowers shall have no knowledge at the time of delivery of future projections of any reason why Borrowers shall not be able to meet the performance levels set forth in said projections; and (d) Borrowers have sufficient capital as may be required for its their ongoing business and be able to pay its their existing and anticipated debts as they mature.

Projections and Cash Flow. As soon as available and in any event ------------------------- within forty-five sixty (4560) days prior to the end of each fiscal year of Borrowers, projections of Borrowers' profit and loss, balance sheetsloss statements, cash flows and availability under the Line balance sheets and Availability of Borrowers and their Subsidiaries prepared on a monthly month-by-month basis for the next succeeding fiscal yeartwelve (12) months, prepared by the chief financial officer of Borrowers. Borrowers have furnished to Bank initial projections dated as of the date hereof and attached hereto as Schedule 7.4 containing the information required by this Section 7.4Section. Borrowers represent and covenant that (a) the initial projections attached hereto have been and all projections required by this Section 7.4 shall be have been prepared by the chief financial officer of Borrowers and represent, represent the best available good faith estimate of Borrowers regarding the course of Borrowers' businesses for the periods covered thereby; (b) all future projections required by this Section shall be prepared by or under the direction of the chief financial officer of Borrowers and in the future shall represent, represent the best available good faith estimate of Borrowers regarding the course of Borrowers' business for the periods covered thereby; (bc) the assumptions set forth in the initial projections are and the assumptions set forth in the future projections delivered hereafter shall be reasonable and realistic based on the then current economic conditions; (cd) Borrowers know of no reason why Borrowers should not be able to achieve the performance levels set forth in the initial projections and Borrowers shall have no knowledge at the time of delivery of future projections of any reason why Borrowers shall not be able to meet the performance levels set forth in said projections; and (de) Borrowers have sufficient capital as may be required for its their ongoing business and be able to pay its their existing and anticipated debts as they mature.

Projections and Cash Flow. As soon as available and in any event within forty-five sixty (4560) days prior to the end of each fiscal year of BorrowersBorrower, projections of Borrowers' profit and loss, balance sheets, cash flows and availability under the Line on a monthly quarter-by-quarter basis for the next succeeding fiscal yeartwelve (12) months for Borrower and its Subsidiaries, prepared by the chief financial officer of BorrowersBorrower. Borrowers have Borrower has furnished to Bank Lenders initial projections dated as of the date hereof and attached hereto as Schedule 7.4 9.2 containing the information required by this Section 7.49.2. Borrowers represent Borrower represents and covenant covenants that (a) the initial projections attached hereto have been and all projections required by this Section 7.4 9.2 shall be prepared by the chief financial officer of Borrowers Borrower and represent, and in the future shall represent, the best available good faith estimate of Borrowers Borrower regarding the course of Borrowers' the business of Borrower and its Subsidiaries for the periods covered thereby; (b) the assumptions set forth in the initial projections are and the assumptions set forth in the future projections delivered hereafter shall be reasonable and realistic based on the then current economic conditions; (c) Borrowers know Borrower knows of no reason why Borrowers Borrower and its Subsidiaries should not be able to achieve the performance levels set forth in the initial projections and Borrowers Borrower and its Subsidiaries shall have no knowledge at the time of delivery of future projections of any reason why Borrowers Borrower and its Subsidiaries shall not be able to meet the performance levels set forth in said projections; and (d) Borrowers Borrower and its Subsidiaries have sufficient capital as may be required for its their ongoing business businesses and be able to pay its their existing and anticipated debts as they mature.

Projections and Cash Flow. As soon as available and in any event within forty-five On or before fifteen (4515) days prior to the end of after each fiscal year of Borrowersyear-end, consolidated and consolidating projections of Borrowers' profit and loss, balance sheetsloss statements, cash flows and availability under the Line balance sheets and Availability of Borrower and its Subsidiaries prepared on a monthly month-by-month basis for the next succeeding fiscal yeartwelve (12) months, prepared by the chief financial officer of BorrowersBorrower. Borrowers have Borrower has furnished to Bank Lender initial projections dated as of the date hereof and attached hereto as Schedule 7.4 containing the information required by this Section 7.4Section. Borrowers represent Borrower represents and covenant covenants that (a) the initial projections attached hereto have been and all projections required by this Section 7.4 shall be have been prepared by the chief financial officer of Borrowers Borrower and represent, and in the future shall represent, represent the best available good faith estimate of Borrowers Borrower regarding the course of Borrowers' business Borrower’s Business for the periods covered thereby; (b) all future projections required by this Section shall be prepared by or under the direction of the chief financial officer of Borrower and shall represent the best available good faith estimate of Borrower regarding the course of Borrower’s Business for the periods covered thereby; (c) the assumptions set forth in the initial projections are and the assumptions set forth in the future projections delivered hereafter shall be reasonable and realistic based on the then current economic conditions; (cd) Borrowers know Borrower knows of no reason why Borrowers Borrower should not be able to achieve the performance levels set forth in the initial projections and Borrowers Borrower shall have no knowledge at the time of delivery of future projections of any reason why Borrowers Borrower shall not be able to meet the performance levels set forth in said projections; and (de) Borrowers have Borrower has sufficient capital as may be required for its ongoing business and be able to pay its existing and anticipated debts as they mature.

Projections and Cash Flow. As soon as available and in any event within forty-five thirty (4530) days prior to the end of each fiscal year of BorrowersBorrower, projections of Borrowers' profit and loss, balance sheetsloss statements, cash flows and availability under the Line Availability prepared on a monthly month-by-month basis for the next succeeding fiscal yeartwelve (12) months, prepared by the chief financial officer of BorrowersBorrower. Borrowers have Borrower has furnished to Bank Agent initial projections dated as of the date hereof and attached hereto as Schedule 7.4 containing the information required by this Section 7.4Section. Borrowers represent Borrower represents and covenant covenants that (a) the initial projections attached hereto have been and all projections required by this Section 7.4 shall be have been prepared by the chief financial officer of Borrowers Borrower and represent, and in the future shall represent, represents the best available good faith estimate of Borrowers Borrower regarding the course of Borrowers' Borrower's business for the periods covered thereby; (b) all future projections required by this Section shall be prepared by or under the direction of the chief financial officer of Borrower and shall represent the best available good faith estimate of Borrower regarding the course of Borrower's business for the periods covered thereby; (c) the assumptions set forth in the initial projections are and the assumptions set forth in the future projections delivered hereafter shall be reasonable and realistic based on the then current economic conditions; (cd) Borrowers know Borrower knows of no reason why Borrowers Borrower should not be able to achieve the performance levels set forth in the initial projections and Borrowers Borrower shall have no knowledge at the time of delivery of future projections of any reason why Borrowers Borrower shall not be able to meet the performance levels set forth in said projections; and (de) Borrowers have Borrower has sufficient capital as may be required for its ongoing business and be able to pay its existing and anticipated debts as they mature.

Projections and Cash Flow. As soon as available and in any event within forty-five not less than thirty (4530) days prior to the end of each fiscal year of BorrowersBorrower and Guarantors, projections of Borrowers' profit and loss, balance sheets, cash flows and availability under the Line on a monthly quarterly basis for the next succeeding fiscal yeartwelve (12) months, prepared by the chief financial officer of BorrowersBorrower and Guarantors. Borrowers Borrower and Guarantors have furnished to Bank Lender initial projections dated as of the date hereof and attached hereto as Schedule 7.4 9.2 containing the information required by this Section 7.49.2. Borrowers Borrower and Guarantors represent and covenant that (a) the initial projections attached hereto have been and all projections required by this Section 7.4 9.2 shall be prepared by the chief financial officer of Borrowers Borrower and Guarantors and represent, and in the future shall represent, the best available good faith estimate of Borrowers Borrower and Guarantors regarding the course of BorrowersBorrower's and Guarantors' business for the periods covered thereby; (b) the assumptions set forth in the initial projections are and the assumptions set forth in the future projections delivered hereafter shall be reasonable and realistic based on the then current economic conditions; (c) Borrowers Borrower and Guarantors know of no reason reason, other than the potential impact of then current economic, political or other market conditions noted on such projections, why Borrowers they should not be able to achieve the performance levels set forth in the initial projections and Borrowers shall have no knowledge at the time of delivery of future projections of any reason why Borrowers they shall not be able to meet the performance levels set forth in said projections; and (d) Borrowers Borrower and Guarantors have sufficient capital as may be required for its ongoing business and be able to pay its existing and anticipated debts as they mature.

Projections and Cash Flow. As soon as available and in any event within forty-five (45) days prior to the end (a) June 30 of each fiscal year of Borrowers, projections of Borrowers' profit and loss, balance sheets, cash flows and availability under the Line on a monthly month-by-month basis for the next succeeding twelve (12) months, and (b) February 15 of each fiscal year of Borrowers, a restatement of the most recently delivered projections showing Borrowers' actual operating results through the first two (2) quarters of such year and, to the extent necessary, revised projections for the last two (2) quarters of such year, prepared by the Vice President/Finance or chief financial officer of BorrowersBorrowers in form and content satisfactory to Agent and in such detail so that, among other things, core, new and acquired school performance are distinguished from one another. Borrowers have furnished to Bank Agent initial projections dated as of the date hereof and attached hereto as Schedule 7.4 11.2 containing the information -42- required by this Section 7.411.2. Borrowers represent and covenant that (a) the initial projections attached hereto have been and all projections required by this Section 7.4 11.2 shall be prepared by the Vice President/Finance or chief financial officer of Borrowers and represent, and in the future shall represent, the best available good faith estimate of Borrowers regarding the course of Borrowers' business for the periods covered thereby; (b) the assumptions set forth in the initial projections are and the assumptions set forth in the future projections delivered hereafter shall be reasonable and realistic based on the then current economic conditions; (c) Borrowers know of no reason why Borrowers should not be able to achieve the performance levels set forth in the initial projections and Borrowers shall have no knowledge at the time of delivery of future projections of any reason why Borrowers shall not be able to meet the performance levels set forth in said projections; and (d) Borrowers have sufficient capital as may be required for its their ongoing business businesses and be able to pay its their existing and anticipated debts as they mature.