Common use of Debt Service Test Clause in Contracts

Debt Service Test. The Company will not, and will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA to the Company’s and its Subsidiaries’ Interest Expense for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such Debt, and calculated on the following assumptions: (1) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company or any of its Subsidiaries since the first day of such four-quarter period had been incurred, and the application of the proceeds from such Debt (including to repay or retire other Debt) had occurred, on the first day of such period; (2) the repayment or retirement of any other Debt of the Company or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and (3) in the case of any acquisition or disposition by the Company or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 since the first day of such four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation.

Debt Service Test. The Company Parent will not, and will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Service Charge for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 1.5 to 1.0, on a pro forma basis after giving effect thereto and to the incurrence of such Debt and the application of the proceeds from such Debttherefrom, and calculated on the following assumptionsassumption that: (1) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company Parent or any of its Subsidiaries since the first day of such four-quarter period had been incurred, and the application of the proceeds from such Debt (therefrom, including to repay or retire refinance other Debt) had occurred, on Debt since the first day of such period, had occurred at the beginning of such period; (2) the repayment or retirement of any other Debt (other than Debt repaid or retired with the proceeds of any other Debt, which repayment or retirement shall be calculated pursuant to Section 6.1(b)(1) and not this Section 6.1(b)(2)) by the Company Parent or any of its Subsidiaries since the first day of such four-quarter period had occurred on been repaid or retired at the first day beginning of such period (except that, in making this such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will shall be computed based upon the average daily balance of such Debt during such period); (3) in the case of Acquired Debt or Debt incurred by the Parent or any of its Subsidiaries in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (34) in the case of any acquisition or disposition by the Company Parent or any of its Subsidiaries of any asset or group of assets with in one transaction or a fair market value (as determined by the Company in its reasonable discretion) series of related transactions in excess of $1,000,000 100 million since the first day of such four-quarter period, whether including, without limitation, by merger, stock purchase or sale sale, or asset purchase or sale or otherwisesale, such acquisition or disposition and any related repayment of Debt had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the calculation described in this Section 6.1 or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate (to the extent such Debt has been hedged to bear interest at a fixed rate, only the portion of such Debt, if any, that has not been so hedged), then, for purposes of calculating the Annual Service Charge, the interest rate on such Debt will be computed on a pro forma basis as if the average interest rate that would have been in effect during the entire such period had been the applicable rate for the entire such period.

Debt Service Test. The Company Guarantor will not, and will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Service Charge for the most recent quarterly period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the ParentGuarantor’s annual Annual Report on Form 10-K or quarterly report most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently ended filed with the SEC (or, if such filing is not permitted under the Exchange Act, furnished to the Trustee) prior to such time, annualized (i.e., multiplied by four) prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 1.5, on a pro forma basis after giving effect thereto and to the incurrence of such Debt and the application of the proceeds from such Debttherefrom, and calculated on the following assumptionsassumption that: (1) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company Guarantor or any of its Subsidiaries since the first day of such four-quarter quarterly period had been incurred, and the application of the proceeds from such Debt (therefrom, including to repay or retire refinance other Debt) had occurred, on Debt since the first day of such period, had occurred at the beginning of such period; (2) the repayment or retirement of any other Debt (other than Debt repaid or retired with the proceeds of any other Debt, which repayment or retirement shall be calculated pursuant to Section 6.1(b)(1) and not to this Section 6.1(b)(2)) by the Company Guarantor or any of its Subsidiaries since the first day of such four-quarter quarterly period had occurred on been repaid or retired at the first day beginning of such period (except that, in making this such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will shall be computed based upon the average daily balance of such Debt during such period); (3) in the case of Acquired Debt or Debt incurred by the Guarantor or any of its Subsidiaries in connection with any acquisition since the first day of such quarterly period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (34) in the case of any acquisition or disposition by the Company Guarantor or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 since the first day of such four-quarter quarterly period, whether by merger, stock purchase or sale sale, or asset purchase or sale or otherwisesale, such acquisition or disposition and any related repayment of Debt had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the calculation described in this Section 6.1 or any other Debt incurred after the first day of the relevant quarterly period bears interest at a floating rate (to the extent such Debt has been hedged to bear interest at a fixed rate, only the portion of such Debt, if any, that has not been so hedged), then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt will be computed on a pro forma basis as if the average interest rate that would have been in effect during the entire such period had been the applicable rate for the entire such period.

Debt Service Test. (a) The Company will Issuer shall not, and will shall not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SECended, as the case may befor which financial statements are available, most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such DebtDebt (determined on a consolidated basis in accordance with GAAP), and calculated on the following assumptions: : (1) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company Issuer or any of its Subsidiaries since the first day of such four-quarter period had been incurred, and the application of the proceeds from such Debt (including to repay or retire other Debt) had occurred, on the first day of such period; ; (2) the repayment or retirement of any other Debt of the Company Issuer or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and and (3) in the case of any acquisition or disposition by the Company Issuer or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 since the first day of such four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (b) If the Debt giving rise to the need to make the calculation described in Section 3.3(a) or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate, then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt will be computed on a pro forma basis by applying the average daily rate which would have been in effect during the entire four-quarter period to the greater of the amount of such Debt outstanding at the end of such period or the average amount of such Debt outstanding during such period. (c) For purposes of this Section 3.3, Debt will be deemed to be incurred by the Issuer or any of its Subsidiaries whenever the Issuer or any of its Subsidiaries shall create, assume, guarantee or otherwise become liable in respect thereof.

Debt Service Test. The Company will not, and will not cause or permit any of its Subsidiaries to, incur any Debt (including Indebtedness, including, without limitation limitation, Acquired Debt) Indebtedness, if the ratio of the Company’s and its Subsidiaries’ Consolidated EBITDA to the Company’s and its Subsidiaries’ Interest Expense for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended for which financial statements have been filed by the Company with the Securities and Exchange Commission prior to the date on which such the additional Debt Indebtedness is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt that Indebtedness and the application of the proceeds from such Debttherefrom (determined on a consolidated basis in accordance with GAAP), and calculated on the following assumptionsassumption that: (1) such Debt the Indebtedness and any other Debt (Indebtedness, including, without limitation, Acquired Debt) Indebtedness, incurred by the Company or any of its Subsidiaries since the first day of such the relevant four-quarter period had been incurred, and the application of the proceeds from such Debt (therefrom, including to repay or retire other Debt) Indebtedness, had occurred, on the first day of such the period; (2) the repayment or retirement of any other Debt of the Company Company’s other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to clause (1) of this Section) or any other Indebtedness of its the Company’s Subsidiaries since the first day of such the relevant four-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and (3) in the case of any acquisition or disposition by the Company or any of its Subsidiaries of any asset or group of assets assets, in any such case with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 1 million, since the first day of such the relevant four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such that acquisition or disposition had occurred as of the first day of such the period with the appropriate adjustments with respect to such the acquisition or disposition being included in such the pro forma calculation. If the Indebtedness giving rise to the need to make the calculation set forth in this Section 3.01(b) or any other Indebtedness incurred after the first day of the relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Interest Expense, the interest rate on that Indebtedness shall be computed on a pro forma basis as if the average rate which would have been in effect during the entire relevant four-quarter period had been the applicable rate for the entire period.

Debt Service Test. The Company will notIn addition to the limitations set forth in Sections 2.1 and 2.2 above, and the Operating Partnership will not Incur, or permit any Consolidated Subsidiary to Incur, any Indebtedness, other than Intercompany Indebtedness and guarantees of its Subsidiaries toIndebtedness Incurred by the Operating Partnership or any Consolidated Subsidiary that, incur any Debt (including without limitation Acquired Debt) in each case is subordinate in right of payment to the Notes, if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such the additional Debt Indebtedness is to be incurred Incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence Incurrence of such Debt that Indebtedness and the application of the proceeds from such Debtthereof, excluding Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Operating Partnership or any Consolidated Subsidiary, and calculated on the following assumptions: (1) such Debt Indebtedness and any other Debt (including, without limitation, Acquired Debt) incurred Indebtedness Incurred by the Company Operating Partnership or any of its Consolidated Subsidiaries since the first day of such four-quarter quarterly period had been incurred, and the application of the proceeds from such Debt (thereof, including to repay or retire refinance other Debt) Indebtedness, had occurred, occurred on the first day of such period; (2) the repayment or retirement of any Indebtedness (other Debt than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the Company foregoing clause (1) and not this clause (2)) by the Operating Partnership or any of its Consolidated Subsidiaries since the first day of such four-quarter period had occurred on been repaid or retired at the first day beginning of such period (except that, in making this such computation, the amount of Debt Indebtedness under any revolving credit facility, line of credit or similar facility will shall be computed based upon the average daily balance of such Debt Indebtedness during such period); and; (3) in the case of Acquired Indebtedness or Indebtedness Incurred in connection with any acquisition or disposition by the Company or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 since the first day of such four-quarter quarterly period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such the related acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Operating Partnership or any of its Consolidated Subsidiaries from the first day of such four-quarter period to the date of determination, including, without limitation, by merger, or stock or asset purchase or sale, the acquisition, disposition, placement in service or removal from service had occurred as of the first day of such period with appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.

Debt Service Test. The Company will not, and will not cause or permit any of its Subsidiaries to, incur any Debt (including Indebtedness, including, without limitation limitation, Acquired Debt) Indebtedness, if the ratio of the Company’s and its Subsidiaries’ Consolidated EBITDA to the Company’s and its Subsidiaries’ Interest Expense for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such the additional Debt Indebtedness is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt that Indebtedness and the application of the proceeds from such Debttherefrom (determined on a consolidated basis in accordance with GAAP), and calculated on the following assumptionsassumption that: (1) such Debt the Indebtedness and any other Debt (Indebtedness, including, without limitation, Acquired Debt) Indebtedness, incurred by the Company or any of its Subsidiaries since the first day of such the relevant four-quarter period had been incurred, and the application of the proceeds from such Debt (therefrom, including to repay or retire other Debt) Indebtedness, had occurred, on the first day of such the period; (2) the repayment or retirement of any other Debt of the Company Company’s other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to clause (1) of this Section) or any other Indebtedness of its the Company’s Subsidiaries since the first day of such the relevant four-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and (3) in the case of any acquisition or disposition by the Company or any of its Subsidiaries of any asset or group of assets assets, in any such case with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 1 million, since the first day of such the relevant four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such that acquisition or disposition had occurred as of the first day of such the period with the appropriate adjustments with respect to such the acquisition or disposition being included in such the pro forma calculation. If the Indebtedness giving rise to the need to make the calculation set forth in this Section 3.01(b) or any other Indebtedness incurred after the first day of the relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Interest Expense, the interest rate on that Indebtedness shall be computed on a pro forma basis as if the average rate which would have been in effect during the entire relevant four-quarter period had been the applicable rate for the entire period.

Debt Service Test. (1) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ Consolidated EBITDA to the Company’s and its Subsidiaries’ Interest Expense Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended for which financial information is available prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such DebtDebt (determined on a consolidated basis in accordance with GAAP), and calculated on the following assumptions: (1A) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company Operating Partnership or any of its Subsidiaries since the first day of such four-quarter period had been incurred, and the application of the proceeds from such Debt (including to repay or retire other Debt) had occurred, on the first day of such period; (2B) the repayment or retirement of any other Debt of the Company Operating Partnership or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and (3C) in the case of any acquisition or disposition by the Company Operating Partnership or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 5.0 million since the first day of such four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (2) If the Debt giving rise to the need to make the calculation described in Section 2.1(c)(1) or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate, then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt will be computed on a pro forma basis as if the average daily rate which would have been in effect during the entire four-quarter period had been the applicable rate for the entire such period. For purposes of this Section 2.1(c), Debt will be deemed to be incurred by the Operating Partnership or any of its Subsidiaries whenever the Operating Partnership or any of its Subsidiaries shall create, assume, guarantee or otherwise become liable in respect thereof.

Debt Service Test. (1) The Company Issuer will not, and will not permit any of its Subsidiaries to, incur any Debt (including including, without limitation limitation, Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such DebtDebt (determined on a consolidated basis in accordance with United States generally accepted accounting principles), and calculated on the following assumptions: (1A) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company Issuer or any of its Subsidiaries since the first day of such four-four- quarter period had been incurred, and the application of the proceeds from such Debt (including to repay or retire other Debt) had occurred, on the first day of such period; (2B) the repayment or retirement of any other Debt of the Company Issuer or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and (3C) in the case of any acquisition or disposition by the Company Issuer or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 1.0 million since the first day of such four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (2) If the Debt giving rise to the need to make the calculation described in Section 2.6(c)(1) hereof or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate, then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt will be computed on a pro forma basis by applying the average daily rate which would have been in effect during the entire four-quarter period to the greater of the amount of such Debt outstanding at the end of such period or the average amount of such Debt outstanding during such period. For purposes of this Section 2.6(c) hereof, Debt will be deemed to be incurred by the Issuer or any of its Subsidiaries whenever the Issuer or any of its Subsidiaries shall create, assume, guarantee (on a non-contingent basis) or otherwise become liable in respect thereof.

Debt Service Test. The Company will not, and will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the ParentGuarantor’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such DebtDebt (determined on a consolidated basis in accordance with GAAP), and calculated on the following assumptions: (1) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company or any of its Subsidiaries since the first day of such four-quarter period had been incurred, and the application of the proceeds from such Debt (including to repay or retire other Debt) had occurred, on the first day of such period; (2) the repayment or retirement of any other Debt of the Company or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and (3) in the case of any acquisition or disposition by the Company or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 1.0 million since the first day of such four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the calculation described in this Section 6.1 or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate, then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt will be computed on a pro forma basis by applying the average daily rate which would have been in effect during the entire four quarter period to the greater of the amount of such Debt outstanding at the end of such period or the average amount of such Debt outstanding during such period.

Debt Service Test. The Company will not, and will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such additional Debt is to be incurred shall have been would be less than 1.5:1 1.5 to 1.0, calculated on a pro forma basis after giving effect to the incurrence of such Debt and to the application of the proceeds from such Debttherefrom, and calculated on the following assumptionsassumptions that: (1i) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company or any of its Subsidiaries since the first day of such four-four quarter period had been incurred, and the application of the proceeds from such Debt (therefrom, including to repay or retire refinance other Debt) had occurred, on Debt since the first day of such period, had occurred as of the first day of such four quarter period; (2ii) the repayment or retirement of any other Debt of by the Company or any of its Subsidiaries since the first day of such four-four quarter period had occurred on been repaid or retired as of the first day of such period (except that, in making this such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will shall be computed based upon the average daily balance of such Debt during such period); (iii) in the case of Acquired Debt or Debt incurred by the Company or any of its Subsidiaries in connection with any acquisition since the first day of such four quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (3iv) in the case of any acquisition or disposition by the Company or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) Fair Market Value in excess of $1,000,000 1.0 million since the first day of such four-four quarter period, whether including, without limitation, by merger, stock purchase or sale sale, or asset purchase or sale or otherwisesale, such acquisition or disposition and any related repayment of Debt had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the calculation described in this Section 10.6 or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate (to the extent such Debt has been hedged to bear interest at a fixed rate, only the portion of such Debt, if any, that has not been so hedged), then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt shall be computed on a pro forma basis as if the average interest rate that would have been in effect during the entire such period had been the applicable rate for the entire such period.

Debt Service Test. The In addition to the limitations set forth in Sections 2.1 and 2.2 above, neither the Guarantor nor Company will notIncur, and will not or permit any of its the Consolidated Subsidiaries toto Incur, incur any Debt (including without limitation Acquired Debt) Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Guarantor, the Company or any of the Consolidated Subsidiaries that, in each case is subordinate in right of payment to the Notes, if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such the additional Debt Indebtedness is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence Incurrence of such Debt that Indebtedness and the application of the proceeds from such Debttherefrom, and calculated on the following assumptions: (1) such Debt Indebtedness and any other Debt (including, without limitation, Acquired Debt) incurred Indebtedness Incurred by the Guarantor, the Company or any of its and the Consolidated Subsidiaries since the first day of such four-quarter quarterly period had been incurred, and the application of the proceeds from such Debt (thereof, including to repay or retire refinance other Debt) Indebtedness, had occurred, occurred on the first day of such period; (2) the repayment or retirement of any Indebtedness (other Debt than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the foregoing clause (1) and not this clause (2)) by the Guarantor, the Company or any of its and the Consolidated Subsidiaries since the first day of such four-quarter period had occurred on been repaid or retired at the first day beginning of such period (except that, in making this such computation, the amount of Debt Indebtedness under any revolving credit facility, line of credit or similar facility will shall be computed based upon the average daily balance of such Debt Indebtedness during such period); and; (3) in the case of Acquired Indebtedness or Indebtedness Incurred in connection with any acquisition or disposition by the Company or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 since the first day of such four-quarter quarterly period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such the related acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Guarantor, the Company or any of the Consolidated Subsidiaries from the first day of such four-quarter period to the date of determination, including, without limitation, by merger, or stock or asset purchase or sale, the acquisition, disposition, placement in service or removal from service had occurred as of the first day of such period with appropriate adjustments to Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.

Debt Service Test. (1) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ Consolidated EBITDA to the Company’s and its Subsidiaries’ Interest Expense Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended for which financial information is available prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such DebtDebt (determined on a consolidated basis in accordance with GAAP), and calculated on the following assumptions:assumptions (without duplication): (1A) such Debt and any other Debt (including, without limitation, Acquired Debt) and any other Debt incurred by the Company Operating Partnership or any of its Subsidiaries since the first day of such four-quarter period had been incurred, and the application of the proceeds from such Debt (including to repay or retire other Debt) had occurred, on the first day of such period; (2B) the repayment or retirement of any other Debt of the Company Operating Partnership or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and (3C) in the case of any acquisition or disposition by the Company Operating Partnership or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 5.0 million since the first day of such four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (2) If the Debt giving rise to the need to make the calculation described in Section 2.1(c)(1) or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate (to the extent such Debt has been hedged to bear interest at a fixed rate, only the portion of such Debt, if any, that has not been so hedged), then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt will be computed on a pro forma basis as if the average daily rate which would have been in effect during the entire four-quarter period had been the applicable rate for the entire such period. For purposes of this Section 2.1(c), Debt will be deemed to be incurred by the Operating Partnership or any of its Subsidiaries whenever the Operating Partnership or any of its Subsidiaries shall create, assume, guarantee or otherwise become liable in respect thereof.

Debt Service Test. The Company will not, and will not cause or permit any of its Subsidiaries to, incur any Debt (including including, without limitation limitation, Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such Debttherefrom, and calculated on the following assumptions: assumption that (1i) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company or any of its Subsidiaries since the first day of such four-quarter period had been incurred, and the application of the proceeds from such Debt therefrom (including to repay or retire other Debt) had occurred), on the first day of such period; (2) and the repayment or retirement of any other Debt of the Company or any of its Subsidiaries since the first day of such four-quarter period period, had occurred on the first day of such period (except that, in making this such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will shall be computed based upon the average daily balance of such Debt during such period); and and (3ii) in the case of any acquisition or disposition by the Company or any of its Subsidiaries of any asset or group of assets assets, in any such case with a fair market value (as determined in good faith by the Company in its reasonable discretionCompany's Board of Directors) in excess of $1,000,000 1 million, since the first day of such four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the foregoing calculation (the "Subject Debt") or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service Charge such Debt shall, for periods prior to the date on which such Debt was incurred or, in the cae of the Subject Debt, for the entire such four-quarter period, be deemed to bear interest at a fixed rate per annum equal to the rate of interest in effect on the date such Debt was incurred or, in the case of the Subject Debt, the date of such calculation (except that, in the case of Debt (other than the Subject Debt) under any revolving credit facility, line of credit or similar facility, the interest rate used in calculating the Annual Debt Service Charge for the entire such four-quarter period shall be the average daily interest rate for each day on which any Debt was outstanding under such revolving credit facility, line of credit or similar facility during such four-quarter period).

Debt Service Test. The Company General Partner will not, and will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such DebtDebt (determined on a consolidated basis in accordance with GAAP), and calculated on the following assumptions: (1a) such Debt and any other Debt (including, including without limitation, limitation Acquired Debt) incurred by the Company General Partner or any of its Subsidiaries since the first day of such four-quarter period had been incurred, and the application of the proceeds from such Debt (including to repay or retire other Debt) had occurred, on the first day of such period; (2b) the repayment or retirement of any other Debt of the Company General Partner or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (provided that, except thatto the extent set forth in clause (a) above or clause (c) below, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and (3c) in the case of any acquisition or disposition by the Company General Partner or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) Fair Market Value in excess of $1,000,000 1.0 million since the first day of such four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the calculation described in this Section 4.02 or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate, then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt will be computed on a pro forma basis by applying the average daily rate which would have been in effect during the entire four-quarter period to the greater of the amount of such Debt outstanding at the end of such period or the average amount of such Debt outstanding during such period. For purposes of this Section 4.02, Debt will be deemed to be incurred by the General Partner or any of its Subsidiaries whenever the General Partner or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Debt Service Test. The Company will Healthpeak OP shall not, and will shall not permit any of its Subsidiaries to, incur Incur any Debt (including without limitation Acquired Debt) if if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the ratio of the Company’s and its Subsidiaries’ Consolidated EBITDA to the Company’s and its Subsidiaries’ Interest Expense for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such additional Debt is to Latest Completed Quarter would be incurred shall have been less than 1.5:1 1.50 to 1.00 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such Debt, and calculated on the following assumptionsassumption (without duplication) that: (1) such the additional Debt and any other Debt (including, without limitation, Acquired Debt) incurred Incurred by the Company Healthpeak OP or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been incurredIncurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds from of such Debt, including to refinance other Debt, had occurred at the beginning of such period; provided that in determining the amount of Debt so Incurred, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt (including to repay or retire other Debt) had occurred, on the first day of during such period; (2) the repayment or retirement of any other Debt of the Company repaid or retired by Healthpeak OP or any of its Subsidiaries since the first day of such four-quarter period to the date of determination had occurred on at the first day beginning of such period (except that, that period; provided that in making this computationdetermining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility, line of credit or similar facility will shall be computed based upon the average daily balance of such Debt during such period); and (3) [Reserved] (4) in the case of any acquisition or disposition by the Company or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined including, without limitation, by merger, or stock or asset purchase or sale) or the Company placement of any assets in service or removal of any assets from service by Healthpeak OP or any of its reasonable discretion) in excess of $1,000,000 Subsidiaries since the first day of such four-quarter periodperiod to the date of determination, whether by mergerthe acquisition, stock purchase disposition, placement in service or sale removal from service and any related repayment or asset purchase or sale or otherwise, such acquisition or disposition refinancing of Debt had occurred as of the first day of such period period, with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to such acquisition the acquisition, disposition, placement in service or disposition removal from service being included in such that pro forma calculation. Section 2.5 of each Existing Supplemental Indenture shall be superseded and replaced with respect to the Existing Notes by the following:

Debt Service Test. The Company Issuer will not, and will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such DebtDebt (determined on a consolidated basis in accordance with United States generally accepted accounting principles), and calculated on the following assumptions: (1a) such Debt and any other Debt (including, including without limitation, limitation Acquired Debt) incurred by the Company Issuer or any of its Subsidiaries since the first day of such four-quarter period had been incurred, and the application of the proceeds from such Debt (including to repay or retire other Debt) had occurred, on the first day of such period; (2b) the repayment or retirement of any other Debt of the Company Issuer or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and (3c) in the case of any acquisition or disposition by the Company Issuer or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 1.0 million since the first day of such four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the calculation described in this Section 4.12 or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate, then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt will be computed on a pro forma basis by applying the average daily rate which would have been in effect during the entire four-quarter period to the greater of the amount of such Debt outstanding at the end of such period or the average amount of such Debt outstanding during such period. For purposes of this Section 4.12, Debt will be deemed to be incurred by the Issuer or any of its Subsidiaries whenever the Issuer or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Debt Service Test. The Company We will not, and will not permit any of its our Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA to the Company’s and its Subsidiaries’ Interest Expense for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SECif, as the case may be, most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis immediately after giving effect to the incurrence of such Debt and the application of the proceeds from such DebtDebt on a pro forma basis, the ratio of EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ended on the most recent Reporting Date prior to the incurrence of such Debt would be less than 1.50 to 1.00, and calculated on the following assumptions: assumptions (without duplication): (1) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by since such Reporting Date and outstanding on the Company or any date of its Subsidiaries since the first day of such four-quarter period determination had been incurred, and the application of the proceeds from such Debt (including to repay or retire other Debt) had occurred, on the first day of such four-quarter period; ; (2) the repayment or retirement of any other Debt of the Company or any of its Subsidiaries since such Reporting Date had occurred on the first day of such four-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and and (3) in the case of any acquisition or disposition by the Company or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 since the first day of such four-quarter periodReporting Date, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such four-quarter period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If any Debt incurred during the period from such Reporting Date to the date of determination bears interest at a floating rate, then, for purposes of calculating the Interest Expense, the interest rate on such Debt will be computed on a pro forma basis as if the average daily rate during such interim period had been the applicable rate for entire relevant four-quarter period. For purposes of the foregoing, Debt will be deemed to be incurred by a Person whenever such Person creates, assumes, guarantees or otherwise becomes liable in respect thereof.

Debt Service Test. The Company will not, and will not cause ----------------- or permit any of its Subsidiaries to, incur any Debt (including including, without limitation limitation, Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such Debttherefrom, and calculated on the following assumptions: assumption that (1i) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company or any of its Subsidiaries since the first day of such four-quarter period had been incurred, and the application of the proceeds from such Debt therefrom (including to repay or retire other Debt) had occurred, on the first day of such period; , (2ii) the repayment or retirement of any other Debt of the Company or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making this such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will shall be computed based upon the average daily balance of such Debt during such period); and ) and (3iii) in the case of any acquisition or disposition by the Company or any of its Subsidiaries of any asset or group of assets assets, in any such case with a fair market value (as determined in good faith by the Company in its reasonable discretionCompany's Board of Directors) in excess of $1,000,000 1 million, since the first day of such four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the foregoing calculation or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt shall be computed on a pro forma basis as if the average rate which would have been in effect during the entire such four-quarter period had been the applicable rate for the entire such period.

Debt Service Test. The Company Issuer will not, and will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA to the Company’s and its Subsidiaries’ Interest Expense for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SECif, as the case may be, most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis immediately after giving effect to the incurrence of such Debt and the application of the proceeds from such DebtDebt on a pro forma basis, the ratio of EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ended on the most recent Reporting Date prior to the incurrence of such Debt would be less than 1.50 to 1.00, and calculated on the following assumptions: assumptions (without duplication): (1) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by since such Reporting Date and outstanding on the Company or any date of its Subsidiaries since the first day of such four-quarter period determination had been incurred, and the application of the proceeds from such Debt (including to repay or retire other Debt) had occurred, on the first day of such four-quarter period; ; (2) the repayment or retirement of any other Debt of the Company or any of its Subsidiaries since such Reporting Date had occurred on the first day of such four-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and and (3) in the case of any acquisition or disposition by the Company Issuer or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 since the first day of such four-quarter periodReporting Date, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such four-quarter period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If any Debt incurred during the period from such Reporting Date to the date of determination bears interest at a floating rate, then, for purposes of calculating the Interest Expense, the interest rate on such Debt will be computed on a pro forma basis as if the average daily rate during such interim period had been the applicable rate for entire relevant four-quarter period. For purposes of the foregoing, Debt will be deemed to be incurred by a Person whenever such Person creates, assumes, guarantees or otherwise becomes liable in respect thereof.

Debt Service Test. The Company Guarantor will not, and will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Service Charge for the most recent quarterly period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the ParentGuarantor’s annual Annual Report on Form 10-K or quarterly report most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently ended filed with the SEC (or, if such filing is not permitted under the Exchange Act, furnished to the Trustee) prior to such time, annualized (i.e., multiplied by four) prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 1.5, on a pro forma basis after giving effect thereto and to the incurrence of such Debt and the application of the proceeds from such Debttherefrom, and calculated on the following assumptions: assumption that: (1i) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company Guarantor or any of its Subsidiaries since the first day of such four-quarter quarterly period had been incurred, and the application of the proceeds from such Debt (therefrom, including to repay or retire refinance other Debt) had occurred, on Debt since the first day of such period; , had occurred at the beginning of such period; (2ii) the repayment or retirement of any other Debt (other than Debt repaid or retired with the proceeds of any other Debt, which repayment or retirement shall be calculated pursuant to Section 6.1(b)(i) and not to this Section 6.1(b)(ii)) by the Company Guarantor or any of its Subsidiaries since the first day of such four-quarter quarterly period had occurred on been repaid or retired at the first day beginning of such period (except that, in making this such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will shall be computed based upon the average daily balance of such Debt during such period); and (3iii) in the case of any acquisition Acquired Debt or disposition Debt incurred by the Company Guarantor or any of its Subsidiaries of in connection with any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 acquisition since the first day of such four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation.such

Debt Service Test. (1) The Company Issuer will not, and will not permit any of its Subsidiaries to, incur any Debt (including including, without limitation limitation, Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such DebtDebt (determined on a consolidated basis in accordance with United States generally accepted accounting principles), and calculated on the following assumptions: (1A) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company Issuer or any of its Subsidiaries since the first day of such four-four- quarter period had been incurred, and the application of the proceeds from such Debt (including to repay or retire other Debt) had occurred, on the first day of such period; (2B) the repayment or retirement of any other Debt of the Company Issuer or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and (3C) in the case of any acquisition or disposition by the Company Issuer or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 1.0 million since the first day of such four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (2) If the Debt giving rise to the need to make the calculation described in Section 4.09(c)(1) or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate, then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt will be computed on a pro forma basis by applying the average daily rate which would have been in effect during the entire four-quarter period to the greater of the amount of such Debt outstanding at the end of such period or the average amount of such Debt outstanding during such period. For purposes of this Section 4.09(c), Debt will be deemed to be incurred by the Issuer or any of its Subsidiaries whenever the Issuer or any of its Subsidiaries shall create, assume, guarantee (on a non-contingent basis) or otherwise become liable in respect thereof.

Debt Service Test. The Company will not, and will not cause or permit any of its Subsidiaries to, incur any Debt (including Indebtedness, including, without limitation limitation, Acquired Debt) Indebtedness, if the ratio of the Company’s and its Subsidiaries’ Consolidated EBITDA to the Company’s and its Subsidiaries’ Interest Expense for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such the additional Debt Indebtedness is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt that Indebtedness and the application of the proceeds from such Debttherefrom (determined on a consolidated basis in accordance with GAAP), and calculated on the following assumptionsassumption that: (1) such Debt the Indebtedness and any other Debt (Indebtedness, including, without limitation, Acquired Debt) Indebtedness, incurred by the Company or any of its Subsidiaries since the first day of such the relevant four-quarter period had been incurred, and the application of the proceeds from such Debt (therefrom, including to repay or retire other Debt) Indebtedness, had occurred, on the first day of such the period; (2) the repayment or retirement of any other Debt of the Company Company’s other Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to clause (1) of this Section 5.01(b)) or any other Indebtedness of its the Company’s Subsidiaries since the first day of such the relevant four-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and (3) in the case of any acquisition or disposition by the Company or any of its Subsidiaries of any asset or group of assets assets, in any such case with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 1 million, since the first day of such the relevant four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such that acquisition or disposition had occurred as of the first day of such the period with the appropriate adjustments with respect to such the acquisition or disposition being included in such the pro forma calculation.. If the Indebtedness giving rise to the need to make the calculation set forth in this Section 5.01(b) or any other Indebtedness incurred after the first day of the relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Interest Expense, the interest rate on that Indebtedness shall be computed on a pro forma basis as if the average rate which would have been in effect during the entire relevant four-quarter period had been the applicable rate for the entire period

Debt Service Test. The Company In connection with the issuance of the Notes, we will amend the Indenture to provide that we will not, and will not permit any of its our Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA to the Company’s and its Subsidiaries’ Interest Expense for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SECif, as the case may be, most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis immediately after giving effect to the incurrence of such Debt and the application of the proceeds from such DebtDebt on a pro forma basis, the ratio of EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ended on the most recent Reporting Date prior to the incurrence of such Debt would be less than 1.50 to 1.00, and calculated on the following assumptions: assumptions (without duplication): (1) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by since such Reporting Date and outstanding on the Company or any date of its Subsidiaries since the first day of such four-quarter period determination had been incurred, and the application of the proceeds from such Debt (including to repay or retire other Debt) had occurred, on the first day of such four-quarter period; ; (2) the repayment or retirement of any other Debt of the Company or any of its Subsidiaries since such Reporting Date had occurred on the first day of such four-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and and (3) in the case of any acquisition or disposition by the Company or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 since the first day of such four-quarter periodReporting Date, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such four-quarter period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If any Debt incurred during the period from such Reporting Date to the date of determination bears interest at a floating rate, then, for purposes of calculating the Interest Expense, the interest rate on such Debt will be computed on a pro forma basis as if the average daily rate during such interim period had been the applicable rate for entire relevant four-quarter period. For purposes of the foregoing, Debt will be deemed to be incurred by a Person whenever such Person creates, assumes, guarantees or otherwise becomes liable in respect thereof.

Debt Service Test. (1) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ Consolidated EBITDA to the Company’s and its Subsidiaries’ Interest Expense Annual Debt Service Charge for the period consisting of the four two consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended for which financial information is available prior to the date on which such additional Debt is to be incurred on an annualized basis shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such DebtDebt (determined on a consolidated basis in accordance with GAAP), and calculated on the following assumptions:assumptions (without duplication): (1A) such Debt and any other Debt (including, without limitation, Acquired Debt) and any other Debt incurred by the Company Operating Partnership or any of its Subsidiaries since the first day of such fourtwo-quarter period had been incurred, and the application of the proceeds from such Debt (including to repay or retire other Debt) had occurred, on the first day of such period; (2B) the repayment or retirement of any other Debt of the Company Operating Partnership or any of its Subsidiaries since the first day of such fourtwo-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and (3C) in the case of any acquisition or disposition by the Company Operating Partnership or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 5.0 million since the first day of such fourtwo-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (2) If the Debt giving rise to the need to make the calculation described in Section 2.1(c)(1) or any other Debt incurred after the first day of the relevant two-quarter period bears interest at a floating rate, then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt will be computed on a pro forma basis as if the average daily rate which would have been in effect during the entire two-quarter period had been the applicable rate for the entire such period. For purposes of this Section 2.1(c), Debt will be deemed to be incurred by the Operating Partnership or any of its Subsidiaries whenever the Operating Partnership or any of its Subsidiaries shall create, assume, guarantee or otherwise become liable in respect thereof.

Debt Service Test. The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, incur any Debt (including including, without limitation limitation, Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such Debttherefrom, and calculated on the following assumptions: assumption that (1i) such Debt and any other Debt (including, including without limitation, Acquired Debt) incurred by the Company Operating Partnership or any of its Subsidiaries since the first day of such four-quarter period had been incurred, and the application of the proceeds from such Debt therefrom (including to repay or retire other Debt) had occurred, on the first day of such period; , (2ii) the repayment or retirement of any other Debt of the Company Operating Partnership or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making this such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will shall be computed based upon the average daily balance of such Debt during such period); and , and (3iii) in the case of any acquisition or disposition by the Company Operating Partnership or any of its Subsidiaries of any asset or group of assets assets, in any such case with a fair market value (as determined in good faith by the Company in its reasonable discretionBoard of Directors) in excess of $1,000,000 1 million, since the first day of such four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the foregoing calculation or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt shall be computed on a pro forma basis by applying the average daily rate which would have been in effect during the entire such four-quarter period to the greater of the amount of such Debt outstanding at the end of such period or the average amount of Debt outstanding during such period. For purposes of the foregoing Debt shall be deemed to be “incurred” by the Operating Partnership or a Subsidiary whenever the Operating Partnership and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Debt Service Test. The Company Parent will not, and will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such DebtDebt (determined on a consolidated basis in accordance with GAAP), and calculated on the following assumptions: (1a) such Debt and any other Debt (including, including without limitation, limitation Acquired Debt) incurred by the Company Parent or any of its Subsidiaries since the first day of such four-quarter period had been incurred, and the application of the proceeds from such Debt (including to repay or retire other Debt) had occurred, on the first day of such period; (2b) the repayment or retirement of any other Debt of the Company Parent or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and (3c) in the case of any acquisition or disposition by the Company Parent or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) Fair Market Value in excess of $1,000,000 1.0 million since the first day of such four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the calculation described in this Section 5.12 or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate, then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt will be computed on a pro forma basis by applying the average daily rate which would have been in effect during the entire four-quarter period to the greater of the amount of such Debt outstanding at the end of such period or the average amount of such Debt outstanding during such period. For purposes of this Section 5.12, Debt will be deemed to be incurred by the Parent or any of its Subsidiaries whenever the Parent or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Debt Service Test. The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, incur any Debt (including including, without limitation limitation, Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such Debttherefrom, and calculated on the following assumptions: assumption that (1i) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company Operating Partnership or any of its Subsidiaries since the first day of such four-quarter period had been incurred, and the application of the proceeds from such Debt therefrom (including to repay or retire other Debt) had occurred, on the first day of such period; , (2ii) the repayment or retirement of any other Debt of the Company Operating Partnership or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making this such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will shall be computed based upon the average daily balance of such Debt during such period); and , and (3iii) in the case of any acquisition or disposition by the Company Operating Partnership or any of its Subsidiaries of any asset or group of assets assets, in any such case with a fair market value (as determined in good faith by the Company in its reasonable discretionBoard of Directors) in excess of $1,000,000 1 million, since the first day of such four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the foregoing calculation or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt shall be computed on a pro forma basis by applying the average daily rate which would have been in effect during the entire such four-quarter period to the greater of the amount of such Debt outstanding at the end of such period or the average amount of Debt outstanding during such period. For purposes of the foregoing Debt shall be deemed to be "incurred" by the Operating Partnership or a Subsidiary whenever the Operating Partnership and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Debt Service Test. The Company In addition to the limitations set forth in Sections 3.1 and 3.2 above, the Operating Partnership will not, and will not permit any of its Subsidiaries to, incur Incur any Debt (including without limitation Acquired Debt) Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Operating Partnership or any of its Subsidiaries in accordance with the Indenture, if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such the additional Debt 8 Indebtedness is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt that Indebtedness and the application of the proceeds from such Debttherefrom, and calculated on the following assumptions: (1) such Debt Indebtedness and any other Debt (including, without limitation, Acquired Debt) incurred Indebtedness Incurred by the Company or any of Operating Partnership and its Subsidiaries since the first day of such the relevant four-quarter period had been incurred, and the application of the proceeds from such Debt (therefrom, including to repay or retire refinance other Debt) Indebtedness, had occurred, occurred on the first day of such period; (2) the repayment or retirement of any Indebtedness (other Debt than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the Company or any of foregoing clause (1) and not this clause (2)) by the Operating Partnership and its Subsidiaries since the first day of such the relevant four-quarter period had occurred been repaid or retired on the first day of such period (except that, in making this such computation, the amount of Debt Indebtedness under any revolving credit facility, line of credit or similar facility will shall be computed based upon the average daily balance of such Debt Indebtedness during such period); and; (3) in the case of Acquired Indebtedness or Indebtedness Incurred in connection with any acquisition or disposition by the Company or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 since the first day of such the relevant four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such the related acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Operating Partnership or any of its Subsidiaries from the first day of the relevant four-quarter period to the date of determination, including, without limitation, by merger, or stock or asset purchase or sale, the acquisition, disposition, placement in service or removal from service had occurred as of the first day of such period with appropriate adjustments with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.

Debt Service Test. (1) The Company Issuer will not, and will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such DebtDebt (determined on a consolidated basis in accordance with GAAP), and calculated on the following assumptions: (1A) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company Issuer or any of its Subsidiaries since the first day of such four-quarter period had been incurred, and the application of the proceeds from such Debt (including to repay or retire other Debt) had occurred, on the first day of such period; (2B) the repayment or retirement of any other Debt of the Company Issuer or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and (3C) in the case of any acquisition or disposition by the Company Issuer or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 since the first day of such four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (2) If the Debt giving rise to the need to make the calculation described in Section 4.09(c)(1) or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate, then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt will be computed on a pro forma basis by applying the average daily rate which would have been in effect during the entire four-quarter period to the greater of the amount of such Debt outstanding at the end of such period or the average amount of such Debt outstanding during such period. For purposes of this Section 4.09(c), Debt will be deemed to be incurred by the Issuer or any of its Subsidiaries whenever the Issuer or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Debt Service Test. The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, incur any Debt (including including, without limitation limitation, Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such Debttherefrom, and calculated on the following assumptions: assumption that (1i) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company Operating Partnership or any of its Subsidiaries since the first day of such four-quarter period had been incurred, and the application of the proceeds from such Debt therefrom (including to repay or retire other Debt) had occurred, on the first day of such period; , (2ii) the repayment or retirement of any other Debt of the Company Operating Partnership or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making this such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will shall be computed based upon the average daily balance of such Debt during such period); and , and (3iii) in the case of any acquisition or disposition by the Company Operating Partnership or any of its Subsidiaries of any asset or group of assets assets, in any such case with a fair market value (as determined in good faith by the Company in its reasonable discretionBoard of Directors) in excess of $1,000,000 1 million, since the first day of such four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the foregoing calculation or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt shall be computed on a pro forma basis by applying the average daily rate which would have been in effect during the entire such 50 59 four-quarter period to the greater of the amount of such Debt outstanding at the end of such period or the average amount of Debt outstanding during such period. For purposes of the foregoing Debt shall be deemed to be "incurred" by the Operating Partnership or a Subsidiary whenever the Operating Partnership and its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Debt Service Test. The Company Guarantor will not, and will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Service Charge for the most recent quarterly period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the ParentGuarantor’s annual Annual Report on Form 10-K or quarterly report most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently ended filed with the SEC (or, if such filing is not permitted under the Exchange Act, furnished to the Trustee) prior to such time, annualized (i.e., multiplied by four) prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 1.5, on a pro forma basis after giving effect thereto and to the incurrence of such Debt and the application of the proceeds from such Debttherefrom, and calculated on the following assumptionsassumption that: (1) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company Guarantor or any of its Subsidiaries since the first day of such four-quarter quarterly period had been incurred, and the application of the proceeds from such Debt (therefrom, including to repay or retire refinance other Debt) had occurred, on Debt since the first day of such period, had occurred at the beginning of such period; (2) the repayment or retirement of any other Debt (other than Debt repaid or retired with the proceeds of any other Debt, which repayment or retirement shall be calculated pursuant to Section 6.1(b)(1) and not this Section 6.1(b)(2)) by the Company Guarantor or any of its Subsidiaries since the first day of such four-quarter quarterly period had occurred on been repaid or retired at the first day beginning of such period (except that, in making this such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will shall be computed based upon the average daily balance of such Debt during such period); (3) in the case of Acquired Debt or Debt incurred by the Guarantor or any of its Subsidiaries in connection with any acquisition since the first day of such quarterly period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (34) in the case of any acquisition or disposition by the Company Guarantor or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 since the first day of such four-quarter quarterly period, whether by merger, stock purchase or sale sale, or asset purchase or sale or otherwisesale, such acquisition or disposition and any related repayment of Debt had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the calculation described in this Section 6.1 or any other Debt incurred after the first day of the relevant quarterly period bears interest at a floating rate (to the extent such Debt has been hedged to bear interest at a fixed rate, only the portion of such Debt, if any, that has not been so hedged), then, for purposes of calculating the Annual Service Charge, the interest rate on such Debt will be computed on a pro forma basis as if the average interest rate that would have been in effect during the entire such period had been the applicable rate for the entire such period.

Debt Service Test. The Company Issuer will not, and will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA to the Company’s and its Subsidiaries’ Interest Expense for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SECif, as the case may be, most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis immediately after giving effect to the incurrence of such Debt and the application of the proceeds from such DebtDebt on a pro forma basis, the ratio of EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ended on the most recent Reporting Date prior to the incurrence of such Debt would be less than 1.25 to 1.00, and calculated on the following assumptions: assumptions (without duplication): (1) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by since such Reporting Date and outstanding on the Company or any date of its Subsidiaries since the first day of such four-quarter period determination had been incurred, and the application of the proceeds from such Debt (including to repay or retire other Debt) had occurred, on the first day of such four-quarter period; ; (2) the repayment or retirement of any other Debt of the Company or any of its Subsidiaries since such Reporting Date had occurred on the first day of such four-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and and (3) in the case of any acquisition or disposition by the Company Issuer or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 since the first day of such four-quarter periodReporting Date, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such four-quarter period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If any Debt incurred during the period from such Reporting Date to the date of determination bears interest at a floating rate, then, for purposes of calculating the Interest Expense, the interest rate on such Debt will be computed on a pro forma basis as if the average daily rate during such interim period had been the applicable rate for entire relevant four-quarter period. For purposes of the foregoing, Debt will be deemed to be incurred by a Person whenever such Person creates, assumes, guarantees or otherwise becomes liable in respect thereof.

Debt Service Test. (1) The Company will not, and will not permit any of its Subsidiaries to, incur any Debt (including including, without limitation limitation, Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended for which financial statement are available, prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such DebtDebt (determined on a consolidated basis in accordance with GAAP), and calculated on the following assumptions: (1i) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company or any of its Subsidiaries since the first day of such four-quarter period had been incurred, and the application of the proceeds from such Debt (including to repay or retire other Debt) had occurred, on the first day of such period; (2ii) the repayment or retirement of any other Debt of the Company or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and (3iii) in the case of any acquisition or disposition by the Company or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 since the first day of such four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (2) If the Debt giving rise to the need to make the calculation described in Section 2.1(c)(1) or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate, then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt will be computed on a pro forma basis by applying the average daily rate which would have been in effect during the entire four-quarter period to the greater of the amount of such Debt outstanding at the end of such period or the average amount of such Debt outstanding during such period. For purposes of this Section 2.1(c), Debt will be deemed to be incurred by the Company or any of its Subsidiaries whenever the Company or any of its Subsidiaries shall create, assume, guarantee or otherwise become liable in respect thereof.

Debt Service Test. The Company will not, and will not cause or permit any of its Subsidiaries to, incur any Debt (including including, without limitation limitation, Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such Debttherefrom, and calculated on the following assumptions: assumption that (1i) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company or any of its Subsidiaries since the first day of such four-quarter period had been incurred, and the application of the proceeds from such Debt therefrom (including to repay or retire other Debt) had occurred, on the first day of such period; , (2ii) the repayment or retirement of any other Debt of the Company or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making this such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will shall be computed based upon the average daily balance of such Debt during such period); and ) and (3iii) in the case of any acquisition or disposition by the Company or any of its Subsidiaries of any asset or group of assets assets, in any such case with a fair market value (as determined in good faith by the Company in its reasonable discretionCompany's Board of Directors) in excess of $1,000,000 1 million, since the first day of such four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the foregoing calculation or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt shall be computed on a pro forma basis as if the average rate which would have been in effect during the entire such four-quarter period had been the applicable rate for the entire such period.

Debt Service Test. The Company Issuer will not, and will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such DebtDebt (determined on a consolidated basis in accordance with United States generally accepted accounting principles), and calculated on the following assumptions: (1a) such Debt and any other Debt (including, including without limitation, limitation Acquired Debt) incurred by the Company Issuer or any of its Subsidiaries since the first day of such four-quarter period had been incurred, and the application of the proceeds from such Debt (including to repay or retire other Debt) had occurred, on the first day of such period; (2b) the repayment or retirement of any other Debt of the Company Issuer or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and (3c) in the case of any acquisition or disposition by the Company Issuer or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 1.0 million since the first day of such four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the calculation described in this Section 4.14 or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate, then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt will be computed on a pro forma basis by applying the average daily rate which would have been in effect during the entire four-quarter period to the greater of the amount of such Debt outstanding at the end of such period or the average amount of such Debt outstanding during such period. For purposes of this Section 4.14, Debt will be deemed to be incurred by the Issuer or any of its Subsidiaries whenever the Issuer or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Debt Service Test. The Company Guarantor will not, and will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Service Charge for the most recent quarterly period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the ParentGuarantor’s annual Annual Report on Form 10-K or quarterly report most recently furnished to Holders of the Notes or filed with the SECQuarterly Report on Form 10-Q, as the case may be, most recently ended filed with the SEC (or, if such filing is not permitted under the Exchange Act, furnished to the Trustee) prior to such time, annualized (i.e., multiplied by four) prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 1.5, on a pro forma basis after giving effect thereto and to the incurrence of such Debt and the application of the proceeds from such Debttherefrom, and calculated on the following assumptionsassumption that: (1i) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company Guarantor or any of its Subsidiaries since the first day of such four-quarter quarterly period had been incurred, and the application of the proceeds from such Debt (therefrom, including to repay or retire refinance other Debt) had occurred, on Debt since the first day of such period, had occurred at the beginning of such period; (2ii) the repayment or retirement of any other Debt (other than Debt repaid or retired with the proceeds of any other Debt, which repayment or retirement shall be calculated pursuant to Section 6.1(b)(i) and not to this Section 6.1(b)(ii)) by the Company Guarantor or any of its Subsidiaries since the first day of such four-quarter quarterly period had occurred on been repaid or retired at the first day beginning of such period (except that, in making this such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will shall be computed based upon the average daily balance of such Debt during such period); (iii) in the case of Acquired Debt or Debt incurred by the Guarantor or any of its Subsidiaries in connection with any acquisition since the first day of such quarterly period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (3iv) in the case of any acquisition or disposition by the Company Guarantor or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 since the first day of such four-quarter quarterly period, whether by merger, stock purchase or sale sale, or asset purchase or sale or otherwisesale, such acquisition or disposition and any related repayment of Debt had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the calculation described in this Section 6.1 or any other Debt incurred after the first day of the relevant quarterly period bears interest at a floating rate (to the extent such Debt has been hedged to bear interest at a fixed rate, only the portion of such Debt, if any, that has not been so hedged), then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt will be computed on a pro forma basis as if the average interest rate that would have been in effect during the entire such period had been the applicable rate for the entire such period.

Debt Service Test. (1) The Company Issuer will not, and will not permit any of its Subsidiaries to, incur any Debt (including including, without limitation limitation, Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the ParentIssuer’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SECCommission, as the case may be, most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such DebtDebt (determined on a consolidated basis in accordance with United States generally accepted accounting principles), and calculated on the following assumptions: (1A) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company Issuer or any of its Subsidiaries since the first day of such four-four- quarter period had been incurred, and the application of the proceeds from such Debt (including to repay or retire other Debt) had occurred, on the first day of such period; (2B) the repayment or retirement of any other Debt (other than Debt repaid or retired with the proceeds of any other Debt, which repayment or retirement shall be calculated pursuant to the immediately preceding clause (A) and not this clause (B)) of the Company Issuer or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and (3C) in the case of any acquisition or disposition by the Company Issuer or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 1.0 million since the first day of such four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (2) If the Debt giving rise to the need to make the calculation described in Section 2.6(c)(1) hereof or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate (to the extent such Debt has been hedged to bear interest at a fixed rate, only the portion of such Debt, if any, that has not been so hedged), then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt will be computed on a pro forma basis by applying the average daily rate which would have been in effect during the entire four-quarter period to the greater of the amount of such Debt outstanding at the end of such period or the average amount of such Debt outstanding during such period. For purposes of this Section 2.6(c) hereof, Debt will be deemed to be incurred by the Issuer or any of its Subsidiaries whenever the Issuer or any of its Subsidiaries shall create, assume, guarantee (on a non-contingent basis) or otherwise become liable in respect thereof.

Debt Service Test. (1) The Company Operating Partnership will not, and will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of the Company’s and its Subsidiaries’ Consolidated EBITDA to the Company’s and its Subsidiaries’ Interest Expense Annual Debt Service Charge for the period consisting of the four two consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended for which financial information is available prior to the date on which such additional Debt is to be incurred on an annualized basis shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds from such DebtDebt (determined on a consolidated basis in accordance with GAAP), and calculated on the following assumptions: (1A) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company Operating Partnership or any of its Subsidiaries since the first day of such fourtwo-quarter period had been incurred, and the application of the proceeds from such Debt (including to repay or retire other Debt) had occurred, on the first day of such period; (2B) the repayment or retirement of any other Debt of the Company Operating Partnership or any of its Subsidiaries since the first day of such fourtwo-quarter period had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility will be computed based upon the average daily balance of such Debt during such period); and (3C) in the case of any acquisition or disposition by the Company Operating Partnership or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 5.0 million since the first day of such fourtwo-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (2) If the Debt giving rise to the need to make the calculation described in Section 2.1(c)(1) or any other Debt incurred after the first day of the relevant two-quarter period bears interest at a floating rate, then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt will be computed on a pro forma basis as if the average daily rate which would have been in effect during the entire two-quarter period had been the applicable rate for the entire such period. For purposes of this Section 2.1(c), Debt will be deemed to be incurred by the Operating Partnership or any of its Subsidiaries whenever the Operating Partnership or any of its Subsidiaries shall create, assume, guarantee or otherwise become liable in respect thereof.

Debt Service Test. The Company In addition to the limitations set forth in Sections 2.1 and 2.2 above, the Operating Partnership will not, and will not permit any of its Subsidiaries to, incur Incur any Debt (including without limitation Acquired Debt) Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Operating Partnership or any of its Subsidiaries in accordance with the Indenture, if the ratio of the Company’s and its Subsidiaries’ EBITDA Consolidated Income Available for Debt Service to the Company’s and its Subsidiaries’ Interest Expense for the period consisting of the four consecutive fiscal quarters ending with the latest quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be, most recently ended prior to the date on which such the additional Debt Indebtedness is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the incurrence of such Debt that Indebtedness and the application of the proceeds from such Debttherefrom, and calculated on the following assumptions: (1) such Debt Indebtedness and any other Debt (including, without limitation, Acquired Debt) incurred Indebtedness Incurred by the Company or any of Operating Partnership and its Subsidiaries since the first day of such the relevant four-quarter period had been incurred, and the application of the proceeds from such Debt (therefrom, including to repay or retire refinance other Debt) Indebtedness, had occurred, occurred on the first day of such period; (2) the repayment or retirement of any Indebtedness (other Debt than Indebtedness repaid or retired with the proceeds of any other Indebtedness, which repayment or retirement shall be calculated pursuant to the Company or any of foregoing clause (1) and not this clause (2)) by the Operating Partnership and its Subsidiaries since the first day of such the relevant four-quarter period had occurred been repaid or retired on the first day of such period (except that, in making this such computation, the amount of Debt Indebtedness under any revolving credit facility, line of credit or similar facility will shall be computed based upon the average daily balance of such Debt Indebtedness during such period); and; (3) in the case of Acquired Indebtedness or Indebtedness Incurred in connection with any acquisition or disposition by the Company or any of its Subsidiaries of any asset or group of assets with a fair market value (as determined by the Company in its reasonable discretion) in excess of $1,000,000 since the first day of such the relevant four-quarter period, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such the related acquisition or disposition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition of any asset or group of assets or the placement of any assets in service or removal of any assets from service by the Operating Partnership or any of its Subsidiaries from the first day of the relevant four-quarter period to the date of determination, including, without limitation, by merger, or stock or asset purchase or sale, the acquisition, disposition, placement in service or removal from service had occurred as of the first day of such period with appropriate adjustments with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.