MoneyGram 2009 Annual Report Download - page 159

with GAAP. For purposes of clarity, no obligations in respect of Purchase Agreement Equity, whether or not classified as indebtedness in accordance with
GAAP, shall constitute interest expense.
"Consolidated Net Income" means, with respect to any Person for any period, the Net Income of such Person and its Subsidiaries calculated on a
consolidated basis for such period; provided, however, that:
(i) to the extent included in Net Income for such period and without duplication:
(A) there shall be excluded in computing Consolidated Net Income (x) all extraordinary gains and (y) all extraordinary losses;
(B) the Net Income for such period shall not include the cumulative effect of a change in accounting principles or policies during such period,
whether effected through a cumulative effect adjustment or a retroactive application in each case in accordance with GAAP;
(C) any net after-tax income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed or
discontinued operations shall be excluded;
(D) any net after-tax gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of
business, as determined in good faith by the Borrower, shall be excluded;
(E) the Net Income for such period of any Person that is not a Subsidiary thereof or that is accounted for by the equity method of accounting, shall
be excluded, except to the extent of the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted
into cash) to the referent Person or a Subsidiary thereof in respect of such period;
(F) solely for the purpose of determining the amount available for Restricted Payments under Section 6.10(viii), the Net Income or loss for such
period of any Subsidiary of such Person will be excluded to the extent that the declaration or payment of dividends or similar distributions by that
Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or,
directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental
regulation applicable to that Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has
been legally waived or such income has been dividended or distributed to the Borrower or any of its Subsidiaries without such restriction (in which case
the amount of such dividends or distributions or other payments that are actually paid in cash (or converted into cash) to the referent Person in respect
of such period shall be included in Net Income); provided, however, that for the avoidance of doubt, any restrictions based solely
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