“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the net income (or loss) of such Person and its Restricted Subsidiaries for such period, calculated on a consolidated basis in accordance with GAAP (with such net income (or loss) being calculated after deducting the amounts for such period described in [clause (1)](a) of the definition of “Consolidated EBITDA”, if any) and before any deduction for preferred stock dividends; provided that:

“Consolidated Net Income” means,shall mean, with respect to any Person for any period, the aggregate of the net income (or loss)Net Income of such Person and its Restricted Subsidiaries for such period, calculated on a consolidated basisbasis, and otherwise determined in accordance with GAAP (with such net income (or loss) being calculated after deducting the amounts for such period described in [clause (1)](a) of the definition of “Consolidated EBITDA”, if any) and before any deduction for preferred stock dividends;GAAP; provided that:that, without duplication,

“Consolidated Net Income” means,Income” shall mean, with respect to any specified Person for any period, the aggregate of the net income (or loss)(loss) of such Person and its Restricted Subsidiaries for such period, calculated on a consolidated basisbasis, determined in accordance with GAAP (with such net income (or loss) being calculated after deducting the amounts for such period described in [clause (1)](a) of the definition of “Consolidated EBITDA”, if any) and before any deduction for preferred stock dividends;U.S. GAAP; provided that:

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate ofperiod and for any Person, the net income (or loss) of such Person and its Restricted Subsidiaries for such period, calculatedSubsidiaries, determined on a consolidated basis in accordance with GAAP (with such net income (or loss) being calculated after deducting the amounts for such period described in [clause (1)](a) of the definition of “Consolidated EBITDA”, if any)GAAP, excluding any non-cash charges, non-cash employee stock option expense and before any deduction for preferred stock dividends; provided that:gains that are unusual, non-recurring or extraordinary.

“Consolidated Net Income”Income” means, with respect tofor any Person for any period, the aggregate of the net income (or loss) of such Person and its Restricted Subsidiaries for such period, calculatedconsolidated Subsidiaries, determined on a consolidated basis for such period in accordance with GAAP (with such net income (or loss) being calculated after deducting the amounts for such period described in [clause (1)](a) of the definition of “Consolidated EBITDA”, if any) and before any deduction for preferred stock dividends; provided that:GAAP.

“Consolidated Net Income”Income” means, with respect to any Person for any period,Test Period, the aggregate of the net income (or loss)Net Income, of such Person and its Restricted Subsidiaries for such period, calculated on a consolidated basisbasis, and otherwise determined in accordance with GAAP (with such net income (or loss) being calculated after deducting the amounts for such period described in [clause (1)](a) of the definition of “Consolidated EBITDA”, if any) and before any deduction for preferred stock dividends; provided that:GAAP; provided, however, that, without duplication,

“Consolidated Net Income”Income” means, with respect to any Person for any period, the aggregate of the net income (or loss) of such Person and its Restricted Subsidiaries for such period, calculated on a consolidated basis in accordance with GAAP (with such net income (or loss) being calculated after deducting the amounts for(adjusted to reflect any charge, tax or expense incurred or accrued by Holdings or any Parent Entity during such period described in [clause (1)](a)attributable to the operations of the definitionBorrowers and their Subsidiaries as though such charge, tax or expense had been incurred by any Borrower, to the extent that such Borrower has made or would be entitled under the Loan Documents to make any Restricted Payment or other payment to or for the account of “Consolidated EBITDA”, if any)Holdings in respect thereof) and before any deduction for preferred stock dividends; provided that:

“Consolidated Net Income”Income” means, with respect to any Person for any period,Test Period, the aggregate of the net income (or loss)Net Income of such Person and its Restricted Subsidiaries for such period, calculateddetermined on a consolidated basis in accordance with GAAP (withGAAP; provided, that there shall be excluded from such consolidated net income (or loss) being calculated after deducting(to the amounts for such period described in [clause (1)](a) of the definition of “Consolidated EBITDA”extent otherwise included therein), if any) and before any deduction for preferred stock dividends; provided that:without duplication:

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of theconsolidated net income (or loss) of such Personthe Borrower and its Restricted Subsidiaries for such period, calculateddetermined on a consolidated basis in accordance with GAAP (with such net income (or loss) being calculated after deducting the amounts for such period described in [clause (1)](a) of the definition of “Consolidated EBITDA”, if any) and before any deduction for preferred stock dividends; provided that:GAAP; provided, however, that there shall be excluded, without duplication:

“Consolidated Net Income”Income” means, with respect to any Person for any period, the aggregatenet income or net loss of the net income (or loss) of such PersonCompany and its RestrictedConsolidated Subsidiaries for such period, calculatedperiod determined on a consolidated basis in accordance with GAAP (with such netGAAP; provided that there shall be excluded, without duplication, the income (or loss) being calculated after deductingor loss of any Person accrued prior to the amounts for such period described in [clause (1)](a)date it becomes a Subsidiary of the definitionCompany or is merged into or consolidated with the Company or any of “Consolidated EBITDA”, if any) and beforeits Subsidiaries, or the date that such Person’s assets are acquired by the Company or any deduction for preferred stock dividends; provided that:Subsidiary.