MoneyGram 2009 Annual Report Download - page 428

(2) consolidated capitalized interest of such Person and its Subsidiaries for such period, whether paid or accrued.
For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate implicit in such Capitalized Lease
Obligation in accordance with GAAP.
"Consolidated Net Income" means with respect to any Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such
period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that
(a) to the extent included in Net Income:
(1) there shall be excluded in computing Consolidated Net Income (x) all extraordinary gains and (y) all extraordinary losses;
(2) 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;
(3) 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;
(4) 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 Company, shall be excluded;
(5) the Net Income for such period of any Person that is not a Subsidiary 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;
(6) solely for the purpose of determining the amount available for Restricted Payments under clause (iii) of 4.07(a) hereof, 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 in similar distributions has been legally
waived or such income has been dividended or distributed to the Company or to a Company Subsidiary without such restriction; provided, however, that
for the avoidance of doubt, any restrictions based solely on (i) financial maintenance requirements imposed as a matter of state regulatory requirements or
(ii) the types of restrictions set forth in clauses (cc), (dd) and (ee) of the definition of Permitted Liens shall not result in the exclusion of Net Income (loss);
and provided, further, that any net loss of any Subsidiary of such Person (including any Guarantor), shall not be excluded pursuant to this clause (6);
(7) any net after-tax income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments not relating to
the Restricted Investment Portfolio shall be excluded; 8