MoneyGram 2009 Annual Report Download - page 160

on (1) financial maintenance requirements imposed as a matter of state regulatory requirements or (2) the type of restriction set forth in Section 6.15
(xvii) or excluded from the definition of Liens pursuant to clause (ii) or (iv) of the definition thereof shall not result in the exclusion of Net Income
(loss); and provided, further, that any net loss of any Subsidiary of such Person shall not be excluded pursuant to this clause (F);
(G) any net after-tax income (loss) from the early extinguishment of Indebtedness or Rate Management Obligations or other derivative instruments
shall be excluded;
(H) any Net Income (loss) for such period will be excluded to the extent it relates to the impairment or appreciation of, or it is realized out of the
income (or loss) generated by, or from the sale or disposition of, any assets included in the Scheduled Restricted Investments;
(I) any Net Income (loss) for such period will be excluded to the extent it relates to the impairment or appreciation of, or it is realized out of the
income (or loss) generated by, or from the sale or disposition of, any Specified Security or any asset included in the Restricted Investment Portfolio;
(J) any impairment charge or asset write-off pursuant to Financial Accounting Standards Board Statement No. 142 "Goodwill and Other Intangible
Assets" or Financial Accounting Standards Board Statement No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" and the
amortization of intangibles arising pursuant to Financial Accounting Standards Board Statement No. 141 "Business Combinations" will be excluded;
(K) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights
and any non-cash charges associated with the rollover, acceleration or payout of Capital Stock by management of the Borrower or any direct or indirect
parent of the Borrower in connection with Transactions shall be excluded; and
(L) any non-cash items included in the Consolidated Net Income of the Borrower as a result of an agreement of the Sponsors in respect of any equity
participation shall be excluded; and
(ii) to the extent not already deducted from Net Income for such period, any costs associated with any operational expenses or litigation costs or
expenses (including any judgment or settlement) made by any direct or indirect parent of the Borrower in respect of which the Borrower has made a
Restricted Payment pursuant to Sections 6.10(iv) or (v) shall be deducted from Net Income.
For purposes of clarity, any impact in respect of Purchase Agreement Equity, whether or not classified as indebtedness in accordance with GAAP, shall be
excluded from Consolidated Net Income. 10