Common use of Debt Service Test Clause in Contracts

Debt Service Test. (a) The Issuer shall not, and shall not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of Consolidated Income Available for Debt Service to Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters most recently ended, for which financial statements 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 Debt (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 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 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 (3) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries 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. (a) The Issuer shall We will not, and shall will not permit any of its our Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of Consolidated Income Available for Debt Service to Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters most recently endedif, for which financial statements 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 immediately after giving effect to the incurrence of such Debt and the application of the proceeds from such Debt (determined on a consolidated basis in accordance with GAAP)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 Issuer 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 Issuer 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 (3) in the case of any acquisition or disposition by the Issuer Company or any of its Subsidiaries of any asset or group of assets 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. (a) The Issuer shall Company will not, and shall will not cause or permit any of its Subsidiaries to, incur any Debt (including including, without limitation limitation, Acquired Debt) if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters most recently ended, for which financial statements are available, 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 (determined on a consolidated basis in accordance with GAAP)therefrom, and calculated on the following assumptions: assumption that (1i) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Issuer 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 Issuer 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 (3ii) in the case of any acquisition or disposition by the Issuer Company or any of its Subsidiaries of any asset or group of assets, in any such case with a fair market value (determined in good faith by the Company's Board of Directors) in excess of $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. (a) The Issuer shall Guarantor will not, and shall will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the most recent quarterly period consisting of covered in the four consecutive fiscal quarters Guarantor’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently endedfiled with the SEC (or, for which financial statements are availableif 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 Debt (determined on a consolidated basis in accordance with GAAP)therefrom, and calculated on the following assumptionsassumption that: (1i) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Issuer 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 Issuer 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 Issuer Guarantor or any of its Subsidiaries in connection with any 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. (a) The Issuer shall will not, and shall will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of Consolidated Income Available for Debt Service to Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters most recently endedif, for which financial statements 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 immediately after giving effect to the incurrence of such Debt and the application of the proceeds from such Debt (determined on a consolidated basis in accordance with GAAP)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 Issuer 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 Issuer 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 (3) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets 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. (a) The Issuer shall Operating Partnership will not, and shall will not permit any of its Subsidiaries to, incur any Debt (including including, without limitation limitation, Acquired Debt) if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters most recently ended, for which financial statements are available, 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 (determined on a consolidated basis in accordance with GAAP)therefrom, and calculated on the following assumptions: assumption that (1i) such Debt and any other Debt (including, including without limitation, Acquired Debt) incurred by the Issuer 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 Issuer 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 (3iii) in the case of any acquisition or disposition by the Issuer Operating Partnership or any of its Subsidiaries of any asset or group of assets, in any such case with a fair market value (determined in good faith by the Board of Directors) in excess of $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. (a) The Issuer shall will not, and shall will not permit any of its Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of Consolidated Income Available for Debt Service to Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters most recently endedif, for which financial statements 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 immediately after giving effect to the incurrence of such Debt and the application of the proceeds from such Debt (determined on a consolidated basis in accordance with GAAP)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 Issuer 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 Issuer 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 (3) in the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets 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. (a) The Issuer shall Company will not, and shall will not cause ----------------- or permit any of its Subsidiaries to, incur any Debt (including including, without limitation limitation, Acquired Debt) if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters most recently ended, for which financial statements are available, 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 (determined on a consolidated basis in accordance with GAAP)therefrom, and calculated on the following assumptions: assumption that (1i) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Issuer 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 Issuer 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 (3iii) in the case of any acquisition or disposition by the Issuer Company or any of its Subsidiaries of any asset or group of assets, in any such case with a fair market value (determined in good faith by the Company's Board of Directors) in excess of $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. (a) The Issuer shall Company will not, and shall will not cause or permit any of its Subsidiaries to, incur any Debt (including including, without limitation limitation, Acquired Debt) if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters most recently ended, for which financial statements are available, 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 (determined on a consolidated basis in accordance with GAAP)therefrom, and calculated on the following assumptions: assumption that (1i) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Issuer 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 Issuer 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 (3iii) in the case of any acquisition or disposition by the Issuer Company or any of its Subsidiaries of any asset or group of assets, in any such case with a fair market value (determined in good faith by the Company's Board of Directors) in excess of $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. (a) The Issuer shall Operating Partnership will not, and shall will not permit any of its Subsidiaries to, incur any Debt (including including, without limitation limitation, Acquired Debt) if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters most recently ended, for which financial statements are available, 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 (determined on a consolidated basis in accordance with GAAP)therefrom, and calculated on the following assumptions: assumption that (1i) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Issuer 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 Issuer 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 (3iii) in the case of any acquisition or disposition by the Issuer Operating Partnership or any of its Subsidiaries of any asset or group of assets, in any such case with a fair market value (determined in good faith by the Board of Directors) in excess of $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. (a) The Issuer shall Operating Partnership will not, and shall will not permit any of its Subsidiaries to, incur any Debt (including including, without limitation limitation, Acquired Debt) if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters most recently ended, for which financial statements are available, 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 (determined on a consolidated basis in accordance with GAAP)therefrom, and calculated on the following assumptions: assumption that (1i) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Issuer 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 Issuer 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 (3iii) in the case of any acquisition or disposition by the Issuer Operating Partnership or any of its Subsidiaries of any asset or group of assets, in any such case with a fair market value (determined in good faith by the Board of Directors) in excess of $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. (a) The Issuer shall In connection with the issuance of the Notes, we will amend the Indenture to provide that we will not, and shall will not permit any of its our Subsidiaries to, incur any Debt (including without limitation Acquired Debt) if the ratio of Consolidated Income Available for Debt Service to Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters most recently endedif, for which financial statements 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 immediately after giving effect to the incurrence of such Debt and the application of the proceeds from such Debt (determined on a consolidated basis in accordance with GAAP)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 Issuer 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 Issuer 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 (3) in the case of any acquisition or disposition by the Issuer Company or any of its Subsidiaries of any asset or group of assets 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.