Common use of Consolidated Net Income Clause in Contracts

Consolidated Net Income. (a) Consolidated net income (loss) for the four most recently complete fiscal quarters, minus $ (b) the income (or loss) of any Person accrued prior to the date such Person becomes a Subsidiary or is merged into or consolidated with the Company or any of its Subsidiaries, minus $ (c) the income (or loss) of any Person (other than a Subsidiary) in which the Company or any of its Subsidiaries has an ownership interest, minus $ (d) the income (or loss) in respect of the write-up of any asset or the retirement of any Indebtedness or equity at less than face value after March 31, 2007, minus $ (e) the income of any Subsidiary to the extent (i) the payment of such income in the form of a Distribution or repayment of Indebtedness to the Company or a Wholly Owned Subsidiary is not permitted, whether on account of any Organization Document restriction, any agreement, instrument, deed or lease or any law, statute, judgment, decree or governmental order, rule or regulation applicable to such Subsidiary or (ii) the income of such Subsidiary does not exceed the tax liability incurred by the Company and its Subsidiaries resulting from the repatriation of foreign earnings under the Code caused by the payment of such income in the form of a Distribution or repayment of Indebtedness to the Company or a Wholly Owned Subsidiary, minus $ (f) any after-tax gains or losses attributable to returned surplus assets of any Plan $ (g) Consolidated Net Income (sum of lines B(1)(a) through B(1)(f)) $ (a) Consolidated Net Income (line B(1)(g)), minus $ (b) to the extent included in computing such Consolidated Net Income (i) any extraordinary and nonrecurring gains and (ii) noncash income items, plus $ (c) all amounts deducted in computing such Consolidated Net Income in respect of: (i) depreciation and amortization $ (ii) interest expense $ (iii) income tax expense $ (iv) the write-down for impairment purposes of existing goodwill and noncash charges related to asset impairments $ (v) any extraordinary and nonrecurring losses $ (vi) any other noncash charges (provided, however, that (i) such charges shall not include any amounts that constitute an accrual of or reserve for future cash payments or that otherwise are expected to result in cash expenditures in a future period and (ii) the amount added in respect of such noncash charges shall not exceed 5,000) $ (vii) any other noncash charges (provided, however, that the amount added in respect of such costs for the fiscal quarter ending September 30, 2006 shall not exceed $13 and the amount added in respect of such costs for the fiscal quarter ending December 31, 2006 shall not exceed $11, the amount added in respect of such costs for the fiscal quarter ending March 31, 2007 shall not exceed $1,201) and the amount added in respect of such costs for the fiscal quarter ending June 30, 2007 shall not exceed $200 $ (viii) costs in an aggregate amount not to exceed $12,000 on account of the temporary suspension of operations at the Company’s Xxxxx, Florida facility for extended maintenance $ (ix) any write-off of fees associated with any financing $ (d) Consolidated EBITDA (sum of lines B(2)(a) through B(2)(c)): $

Consolidated Net Income. (a) Consolidated net income (loss) for the four most recently complete completed fiscal quarters, minus $ (b) the income (or loss) of any Person accrued prior to the date such Person becomes a Subsidiary or is merged into or consolidated with the Company or any of its Subsidiaries; provided, however, that (i) in the event of an acquisition permitted by Section 6.08, for purposes only of calculating the Applicable Rate, the Consolidated Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio, in Sections 6.05(a) and (b), respectively (but not for any other Section), the net income (or loss) of any acquired domestic Person shall be included in Consolidated Net Income for up to four fiscal quarters prior to the acquisition date, adjusted on a pro forma basis for specific and quantified reductions in expenses (excluding projected changes in business conditions, such as projected yield improvement or increased sales) resulting from the acquisition as agreed between the Company and the Administrative Agent and (ii) in the event of a Disposition permitted by Section 6.10, for purposes only of calculating the Applicable Rate, the Consolidated Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio, in Sections 6.05(a) and (b), respectively (but not for any other Section), the net income or loss of any Person so disposed of shall be excluded from Consolidated Net Income for up to four fiscal quarters prior to the Disposition date, minus $ (c) the income (or loss) of any Person (other than a Subsidiary) in which the Company or any of its Subsidiaries has an ownership interest; provided, however, that (i) Consolidated Net Income shall include amounts in respect of the income of such Person when actually received in cash by the Company or such Subsidiary in the form of dividends or similar Distributions and (ii) Consolidated Net Income shall be reduced by the aggregate amount of all Investments, regardless of the form thereof, made by the Company or any of its Subsidiaries in such Person for the purpose of funding any deficit or loss of such Person, minus $ (d) the income (or loss) in respect of the write-up of any asset or the retirement of any Indebtedness or equity at less than face value after March 31June 30, 20072010, minus $ (e) the income of any Subsidiary to the extent (i) the payment of such income in the form of a Distribution or repayment of Indebtedness to the Company or a Wholly Owned Subsidiary is not permitted, whether on account of any Organization Document restriction, any agreement, instrument, deed or lease or any law, statute, judgment, decree or governmental order, rule or regulation applicable to such Subsidiary or (ii) the income of such Subsidiary does not exceed the tax liability incurred by the Company and its Subsidiaries resulting from the repatriation of foreign earnings under the Code caused by the payment of such income in the form of a Distribution or repayment of Indebtedness to the Company or a Wholly Owned Subsidiary, minus $ (f) any after-tax gains or losses attributable to returned surplus assets of any Plan $ (g) Consolidated Net Income (sum of lines B(1)(a) through B(1)(f)) $ (a) Consolidated Net Income (line B(1)(g)), minus $ (b) to the extent included in computing such Consolidated Net Income (i) any extraordinary and nonrecurring gains and (ii) noncash income items, plus $ (c) all amounts deducted in computing such Consolidated Net Income in respect of: (i) depreciation and amortization $ (ii) interest expense $ (iii) income tax expense $ (iv) the write-down for impairment purposes of existing goodwill and noncash charges related to asset impairments $ (v) any extraordinary and nonrecurring losses $ (vi) any other noncash charges (provided, however, that (i) such charges shall not include any amounts that constitute an accrual of or reserve for future cash payments or that otherwise are expected to result in cash expenditures in a future period and (ii) the amount added in respect of such noncash charges shall not exceed 5,00015,000) $ (vii) any other noncash cash restructuring charges (provided, however, that the amount added in respect of such costs for the fiscal quarter ending September 30, 2006 shall not exceed $13 and the amount added in respect of such costs for the fiscal quarter ending December 31, 2006 shall not exceed $11, the amount added in respect of such costs for the fiscal quarter ending March 31, 2007 shall not exceed $1,201) and the amount added in respect of such costs for the fiscal quarter ending June 30, 2007 shall not exceed $200 $ (viii) costs in an aggregate amount not to exceed $12,000 on account 10,000 in the aggregate over the term of the temporary suspension of operations at the Company’s Xxxxx, Florida facility for extended maintenance Agreement $ (ixviii) any write-off of fees associated with any financing $ (ix) any non-cash expense associated with alternative fuel mixture credits $ (d) Consolidated EBITDA (sum of lines B(2)(a) through B(2)(c)): $

Consolidated Net Income. For any period, net earnings (or loss) after income taxes of Credit Acceptance and its subsidiaries, determined on a consolidated basis for such Persons in accordance with GAAP, but excluding, to the extent included in calculating net earnings: (a) Consolidated net income (loss) for the four most recently complete fiscal quarters, minus $ (b) the income earnings (or loss) of any Person subsidiary accrued prior to the date such Person becomes it became a Subsidiary subsidiary; (b) any gain or is merged into loss (net of tax effects applicable thereto) resulting from the sale, conversion or consolidated with other disposition of Capital Assets (as defined in the Company or any Credit Agreement) other than in the ordinary course of its Subsidiaries, minus $business; (c) any unusual or non-recurring gains or losses (including, without limitation, (i) any gain on sale generated by a Permitted Securitization (as defined in the Credit Agreement), except to the extent Credit Acceptance has received a cash benefit therefrom in the applicable reporting period, and (ii) any gain or loss incurred in connection with any repayment of Debt (as defined in the Credit Agreement) by Credit Acceptance or its subsidiaries and/or any refinancing, replacement, renewal or extension transaction of any Debt, or modification, waiver or amendment of any Debt or any document or instrument relating to any such Debt; provided that the cash component of any loss described in this clause (ii) shall not exceed $20,000,000 in any four fiscal quarter period); and any interest income generated by a Permitted Securitization, except to the extent Credit Acceptance has received a cash benefit therefrom in the applicable reporting period; (d) any gain (net of tax effects attributable thereto) arising from any reappraisal or losswrite-up of assets and any gain or loss (net of tax effects attributable thereto) arising from the non-cash effect of equity compensation expense; (e) any portion of the net earnings of any subsidiary (other than a Special Purpose Subsidiary (as defined in the Credit Agreement)) that is not available for payment of dividends to Credit Acceptance or any other subsidiary due to operation of the terms of its charter or organizational documents or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such subsidiary; (f) any gain or loss (net of tax effects applicable thereto) during such period resulting from the receipt of any proceeds of any insurance policy; (g) except as set forth herein, (i) any earnings of any Person acquired by Credit Acceptance or any subsidiary through the purchase, merger or consolidation or otherwise, or (ii) earnings of any Person substantially all of the assets of which have been acquired by Credit Acceptance or any subsidiary, in each case, for any period prior to the date of acquisition; (h) net earnings of any Person (other than a Subsidiarysubsidiary) in which the Company Credit Acceptance or any of its Subsidiaries has subsidiary shall have an ownership interest, minus $ (d) the income (interest unless such net earnings shall actually have been received by Credit Acceptance or loss) in respect of the write-up of any asset or the retirement of any Indebtedness or equity at less than face value after March 31, 2007, minus $ (e) the income of any Subsidiary to the extent (i) the payment of such income subsidiary in the form of a Distribution or repayment of Indebtedness to the Company or a Wholly Owned Subsidiary is not permitted, whether on account of any Organization Document restriction, any agreement, instrument, deed or lease or any law, statute, judgment, decree or governmental order, rule or regulation applicable to such Subsidiary or (ii) the income of such Subsidiary does not exceed the tax liability incurred by the Company and its Subsidiaries resulting from the repatriation of foreign earnings under the Code caused by the payment of such income in the form of a Distribution or repayment of Indebtedness to the Company or a Wholly Owned Subsidiary, minus $cash distributions; and (f) any after-tax gains or losses attributable to returned surplus assets of any Plan $ (g) Consolidated Net Income (sum of lines B(1)(a) through B(1)(f)) $ (a) Consolidated Net Income (line B(1)(g)), minus $ (b) to the extent included in computing such Consolidated Net Income (i) any extraordinary and nonrecurring gains and restoration during such period to income of any contingency reserve, (iiother than any contingency reserve for taxes) noncash income items, plus $ (c) all amounts deducted in computing except to the extent that provision for such Consolidated Net Income in respect of:reserve was made either (i) depreciation and amortization $during such period out of income accrued during such period, or (ii) interest expense $ in connection with Credit Acceptance’s program of financing installment contracts (iiiA) income tax expense $ to provide for warranty claims for which Credit Acceptance may be responsible, or (ivB) to cover credit losses in connection with Dealer Loans Receivable or Purchased Contracts (each, as defined in the write-down for impairment purposes of existing goodwill and noncash charges related to asset impairments $ (v) any extraordinary and nonrecurring losses $ (vi) any other noncash charges (provided, however, that (i) such charges shall not include any amounts that constitute an accrual of or reserve for future cash payments or that otherwise are expected to result in cash expenditures in a future period and (ii) the amount added in respect of such noncash charges shall not exceed 5,000) $ (vii) any other noncash charges (provided, however, that the amount added in respect of such costs for the fiscal quarter ending September 30, 2006 shall not exceed $13 and the amount added in respect of such costs for the fiscal quarter ending December 31, 2006 shall not exceed $11, the amount added in respect of such costs for the fiscal quarter ending March 31, 2007 shall not exceed $1,201) and the amount added in respect of such costs for the fiscal quarter ending June 30, 2007 shall not exceed $200 $ (viii) costs in an aggregate amount not to exceed $12,000 on account of the temporary suspension of operations at the Company’s Xxxxx, Florida facility for extended maintenance $ (ix) any write-off of fees associated with any financing $ (d) Consolidated EBITDA (sum of lines B(2)(a) through B(2)(cCredit Agreement)): $.