Common use of Calculation of Financial Covenants Clause in Contracts

Calculation of Financial Covenants. (a) The financial covenants set forth in this Article 7 shall be maintained continuously and shall be tested at the end of each fiscal quarter (based on the financial information delivered pursuant to Section 6.1 (Reporting Requirements) above) and at such other times as may be required by the terms of this Agreement. (b) Following the effective date of any Acquisition that is effected by Multicare or any of its Restricted Subsidiaries and that is permitted under Section 8.4 (Acquisitions, Etc.) below, the financial covenants set forth in this Article 7 shall be computed on a pro forma basis as if the effective date of such Acquisition had been the first day of the earliest of the four fiscal quarters ended on, or most recently prior to, such actual date of the Acquisition. For purposes of such computation, the Borrowers may elect to make pro forma income statement adjustments at the time of the effective date of such Acquisition under the following circumstances: (i) adjustments to reflect the elimination of that portion of salary and employee benefit expenses that will no longer be incurred after the Acquisition, to the extent demonstrated by Multicare to the satisfaction of the Administrative Agent, and (ii) adjustments to reflect any other savings in expenses which will be realized by such Person so acquired as a consequence of such Acquisition, to the extent demonstrated by Multicare to the satisfaction of the Administrative Agent. Following the effective date of any disposition that is effected by Multicare or any of its Restricted Subsidiaries and that is permitted under Section 8.5 (Dispositions) below, the financial covenants set forth in this Article 7 shall be computed on a pro forma basis as if the effective date of such disposition had been the first day of the earliest of the four fiscal quarters ended on, or most recently prior to, such actual date of disposition. Unless otherwise agreed to by the Required Lenders, the financial condition and results of operations of the Excluded Subsidiaries shall not be combined with those of the Borrowers for purposes of calculating the financial covenants set forth in this Article 7. (c) For purposes of determining the Fixed Charge Coverage Ratio, the Adjusted Total Debt/Cash Flow Ratio and the Adjusted Senior Debt/Cash Flow Ratio, the amount of Cash Flow, Interest Expense, income taxes, Rental Expenses and principal payments required to be made on Total Funded Indebtedness (and each component of the foregoing): (i) will be calculated as the product of two (2) times the two most recently completed fiscal quarters for the reporting periods beginning with the quarter ended 6/30/99 and thereafter through and including the quarter ending 9/30/00; (ii) will be calculated as the product of four-thirds (4/3) times the three most recently completed fiscal quarters for the reporting periods ending 12/31/00 and 3/31/01; and (iii) will be calculated on a rolling four quarter basis for each quarter ended prior to 6/30/99 and from and after 6/30/01.

Calculation of Financial Covenants. (a) The financial covenants set forth in this Article 7 shall be maintained continuously and shall be tested at the end of each fiscal quarter (based on the financial information delivered pursuant to Section 6.1 (Reporting Requirements) above) and at such other times as may be required by the terms of this Agreement. (b) Following the effective date of any Acquisition that is effected by Multicare Genesis or any of its Restricted Subsidiaries and that is permitted under Section 8.4 below (Acquisitions, Etc.) below), the financial covenants set forth in this Article 7 shall be computed on a pro forma basis as if the effective date of such Acquisition had been the first day of the earliest of the four fiscal quarters ended on, or most recently prior to, such actual date of the Acquisition. For purposes of such computation, the Borrowers may elect to make pro forma income statement adjustments at the time of the effective date of such Acquisition under the following circumstances: (i) adjustments to reflect the elimination of that portion of salary and employee benefit expenses that will no longer be incurred after the Acquisition, to the extent demonstrated by Multicare Genesis to the satisfaction of the Administrative Agent, and (ii) adjustments to reflect any other savings in expenses which will be realized by such Person so acquired as a consequence of such Acquisition, to the extent demonstrated by Multicare Genesis to the satisfaction of the Administrative Agent. Following the effective date of any disposition that is effected by Multicare Genesis or any of its Restricted Subsidiaries and that is permitted under Section 8.5 below (Dispositions) below), the financial covenants set forth in this Article 7 shall be computed on a pro forma basis as if the effective date of such disposition had been the first day of the earliest of the four fiscal quarters ended on, or most recently prior to, such actual date of disposition. Following the Closing Date, the financial covenants set forth in this Article 7 shall be computed on a pro forma basis as if all transactions in connection with the Transaction Documents had been consummated, including as if the Multicare Management Agreement had been in effect since the first day of the earliest of the four fiscal quarters ended on, or most recently prior to, the Closing Date. Unless otherwise agreed to by the Required Lenders, the financial condition and results of operations of the Multicare Group or other Excluded Subsidiaries shall not be combined with those of the Borrowers for purposes of calculating the financial covenants set forth in this Article 77 except that distributions actually made to the Borrowers by Genesis Eldercare Corp. shall be included in the financial statements of the Borrower Group as income on its Investments. (c) For purposes of determining the Fixed Charge Coverage Ratio, the Adjusted Total Debt/Cash Flow Ratio and the Adjusted Senior Debt/Cash Flow Ratio, the amount of Cash Flow, Interest Expense, income taxes, Rental Expenses and principal payments required to be made on Total Funded Indebtedness (and each component of the foregoing): (i) will be calculated as the product of two (2) times the two most recently completed fiscal quarters for the reporting periods beginning with the quarter ended 6/30/99 and thereafter through and including the quarter ending 9/30/00; (ii) will be calculated as the product of four-thirds (4/3) times the three most recently completed fiscal quarters for the reporting periods ending 12/31/00 and 3/31/01; and (iii) will be calculated on a rolling four quarter basis for each quarter ended prior to 6/30/99 and from and after the quarter ending 6/30/01.

Calculation of Financial Covenants. (a) The financial covenants set forth in this Article 7 5 shall be maintained continuously and shall be tested at the end of each fiscal quarter (based on the financial information delivered pursuant to Section 6.1 (Reporting Requirements) above) and at such other times as may be required by the terms of this Agreement. (b) . Following the effective date of any Acquisition that is effected by Multicare or any of its Restricted Subsidiaries and that is permitted under Section 8.4 6.4 hereof (Acquisitions, Acquisitions Etc.) below), the financial covenants set forth in this Article 7 5 shall be computed on a pro forma basis as if the effective date of such Acquisition had been the first day of the earliest of the four fiscal quarters ended on, or most recently prior to, such actual date of the Acquisition. For purposes of such computation, the Borrowers may elect to make pro forma income statement adjustments at the time of the effective date of such Acquisition under the following circumstances: (i) adjustments to reflect the elimination of that portion of salary and employee benefit expenses that will no longer be incurred after the Acquisition, to the extent demonstrated by Multicare to the satisfaction of the Administrative Agent, and (ii) adjustments to reflect any other savings in expenses which will be realized by such Person so acquired as a consequence of such Acquisition, to the extent demonstrated by Multicare to the satisfaction of the Administrative Agent. Following the effective date of any disposition that is effected by Multicare or any of its Restricted Subsidiaries and that is permitted under Section 8.5 6.5 hereof (Dispositions) below), the financial covenants set forth in this Article 7 5 shall be computed on a pro forma basis as if the effective date of such disposition had been the first day of the earliest of the four fiscal quarters ended on, or most recently prior to, such actual date of disposition. Following the Closing Date, the financial covenants set forth in this Article 5 shall be computed on a pro forma basis as if all transactions in connection with the Transaction Documents had been consummated, including as if the Multicare Management Agreement had been in effect since the first day of the earliest of the four fiscal quarters ended on, or most recently prior to, the Closing Date. Unless otherwise agreed to by the Required Lenders, the financial condition and results of operations of the Excluded Subsidiaries shall not be combined with those of the Borrowers for purposes of calculating the financial covenants set forth in this Article 75. (c) For purposes of determining the Fixed Charge Coverage Ratio, the Adjusted Total Debt/Cash Flow Ratio and the Adjusted Senior Debt/Cash Flow Ratio, the amount of Cash Flow, Interest Expense, income taxes, Rental Expenses and principal payments required to be made on Total Funded Indebtedness (and each component of the foregoing): (i) will be calculated as the product of two (2) times the two most recently completed fiscal quarters for the reporting periods beginning with the quarter ended 6/30/99 and thereafter through and including the quarter ending 9/30/00; (ii) will be calculated as the product of four-thirds (4/3) times the three most recently completed fiscal quarters for the reporting periods ending 12/31/00 and 3/31/01; and (iii) will be calculated on a rolling four quarter basis for each quarter ended prior to 6/30/99 and from and after 6/30/01.

Calculation of Financial Covenants. (a) The financial covenants set forth in this Article 7 shall be maintained continuously and shall be tested at the end of each fiscal quarter (based on the financial information delivered pursuant to Section 6.1 (Reporting Requirements) above) and at such other times as may be required by the terms of this Agreement. (b) . Following the effective date of any Acquisition that is effected by Multicare or any of its Restricted Subsidiaries and that is permitted under Section 8.4 hereof (Acquisitions, Acquisitions Etc.) below, the financial covenants set forth in this Article 7 shall be computed on a pro forma basis as if the effective date of such Acquisition had been the first day of the earliest of the four fiscal quarters ended on, or most recently prior to, such actual date of the Acquisition. For purposes of such computation, the Borrowers may elect to make pro forma income statement adjustments at the time of the effective date of such Acquisition under the following circumstances: (i) adjustments to reflect the elimination of that portion of salary and employee benefit expenses that will no longer be incurred after the Acquisition, to the extent demonstrated by Multicare to the satisfaction of the Administrative Agent, and (ii) adjustments to reflect any other savings in expenses which will be realized by such Person so acquired as a consequence of such Acquisition, to the extent demonstrated by Multicare to the satisfaction of the Administrative Agent. Following the effective date of any disposition that is effected by Multicare or any of its Restricted Subsidiaries and that is permitted under Section 8.5 hereof (Dispositions) below), the financial covenants set forth in this Article 7 shall be computed on a pro forma basis as if the effective date of such disposition had been the first day of the earliest of the four fiscal quarters ended on, or most recently prior to, such actual date of disposition. Following the Closing Date, the financial covenants set forth in this Article 7 shall be computed on a pro forma basis as if all transactions in connection with the Transaction Documents had been consummated, including as if the Multicare Management Agreement had been in effect since the first day of the earliest of the four fiscal quarters ended on, or most recently prior to, the Closing Date. Unless otherwise agreed to by the Required Lenders, the financial condition and results of operations of the Excluded Subsidiaries shall not be combined with those of the Borrowers for purposes of calculating the financial covenants set forth in this Article 7. (c) For purposes of determining the Fixed Charge Coverage Ratio, the Adjusted Total Debt/Cash Flow Ratio and the Adjusted Senior Debt/Cash Flow Ratio, the amount of Cash Flow, Interest Expense, income taxes, Rental Expenses and principal payments required to be made on Total Funded Indebtedness (and each component of the foregoing): (i) will be calculated as the product of two (2) times the two most recently completed fiscal quarters for the reporting periods beginning with the quarter ended 6/30/99 and thereafter through and including the quarter ending 9/30/00; (ii) will be calculated as the product of four-thirds (4/3) times the three most recently completed fiscal quarters for the reporting periods ending 12/31/00 and 3/31/01; and (iii) will be calculated on a rolling four quarter basis for each quarter ended prior to 6/30/99 and from and after 6/30/01.