ServiceMagic 2012 Annual Report Download - page 266

(f) any non-cash charges or losses or realized losses related to the write-offs, write-downs or mark-to-market
adjustments or sales or exchanges of any investments in debt or equity securities by the Borrower or any Restricted
Subsidiary, and
(g) the aggregate amount of all other non-cash charges, expenses or losses reducing such Consolidated Net
Income, including any impairment (including any impairment of intangibles and goodwill) (excluding any non-
cash charge,
expense or loss that results in an accrual of a reserve for cash charges in any future period and any non-cash charge,
expense or loss relating to write-offs, write downs or reserves with respect to accounts receivable or inventory), for such
Test Period, minus
(3) in each case only to the extent (and in the same proportion) included in determining Consolidated Net
Income, any non-cash or realized gains related to mark-to-market adjustments or sales or exchanges of any investments in debt or
equity securities by the Borrower or any Restricted Subsidiary,
in each case determined on a consolidated basis in accordance with GAAP; provided that the aggregate amount of all non-cash
items, determined on a consolidated basis, to the extent such items increased Consolidated Net Income for such period will be
excluded from Consolidated Net Income.
For purposes of this definition, whenever pro forma effect is to be given, the pro forma calculations shall be
factually supportable, reasonably identifiable and made in good faith by a Financial Officer. Any such pro forma calculation may
include adjustments appropriate, in the reasonable good faith determination of the Borrower as set forth in an Officer’s Certificate,
to reflect cost savings and other operating improvements or synergies reasonably expected to be realized within 12 months from the
applicable event to be given pro forma effect; provided
that the aggregate amount of all items added back to Consolidated EBITDA
pursuant to this paragraph and clause (A)(2) of the definition of “Consolidated Leverage Ratio” shall not exceed 10.0% of
Consolidated EBITDA (prior to giving effect to such adjustment) for such Test Period.
“ Consolidated Income Tax Expense ” for any Test Period means the provision for taxes of the Borrower and its
Restricted Subsidiaries for such Test Period, determined on a consolidated basis in accordance with GAAP.
“ Consolidated Interest Expense ” for any Test Period means the sum, without duplication, of the total interest
expense of the Borrower and its Restricted Subsidiaries for such Test Period, determined on a consolidated basis in accordance with
GAAP, minus consolidated interest income of the Borrower and its Restricted Subsidiaries, and including, without duplication,
(1) imputed interest on Capital Lease Obligations,
(2) commissions, discounts and other fees and charges owed with respect to letters of credit securing financial
obligations, bankers’ acceptance financing and receivables financings,
(3) the net costs associated with Hedging Obligations related to interest rates,
(4) amortization of debt issuance costs, debt discount or premium and other financing fees and expenses,
(5) the interest portion of any deferred payment obligations,
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