ServiceMagic 2012 Annual Report Download - page 143

S-9
as the case may be (and the application of the proceeds thereof), occurred on the first day of the Test Period; and
(2) any Asset Sale, asset sale which is solely excluded from the definition of Asset Sale pursuant to clause (9) of such
definition or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such
calculation as a result of the Issuer or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a
result of such Asset Acquisition or as a result of a Redesignation) or operational restructuring (each a “ pro forma event”)
(
including any cost savings and synergies resulting from head count reduction, closure of facilities and similar operational and other
cost savings and synergies relating to such pro forma event occurring within 12 months (or expected, in the good faith
determination of the Issuer, to occur within 12 months) of such pro forma event and during such period or subsequent to such
period and on or prior to the date of such calculation, in each case that are expected to have a continuing impact and are factually
supportable, and which adjustments the Issuer determines are reasonable as set forth in an Officer’s Certificate; provided that the
aggregate amount of all such cost savings and synergies shall in no event exceed 10% of Consolidated Cash Flow for such period
calculated prior to giving effect to such pro forma adjustments) occurring during the Test Period or at any time subsequent to the
last day of the Test Period and on or prior to the Transaction Date, as if such pro forma event occurred on the first day of the Test
Period.
In calculating Consolidated Interest Expense for purposes of the Consolidated Leverage Ratio with respect to any
Indebtedness being given pro forma effect:
(1) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which
will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of
interest on such Indebtedness in effect on the Transaction Date;
(2) if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an
interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the
interest rate in effect on the Transaction Date will be deemed to have been in effect during the Test Period;
(3) notwithstanding clause (1) or (2) above, interest on Indebtedness determined on a fluctuating basis, to the
extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per
annum resulting after giving effect to the operation of the agreements governing such Hedging Obligations;
(4) interest on any Indebtedness under a revolving credit facility shall be computed based upon the average daily
balance of such Indebtedness during the Test Period; and
(5) interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined
by a responsible financial or accounting Officer of the Issuer to be the rate of interest implicit in such Capitalized Lease
Obligation in accordance with GAAP.
The Issuer may elect, pursuant to an Officer’s Certificate delivered to the Trustee to treat all or any portion of any
revolving commitment under any Indebtedness as being incurred and outstanding at such time and for so long as such revolving
commitments remain outstanding (regardless of whether drawn), in which case any subsequent incurrence of Indebtedness under
such revolving commitment shall not be deemed, for purposes of this calculation, to be an incurrence at such subsequent time.