“Excess Cash Flow” means, for any fiscal year of the Borrower # Consolidated EBITDA for such fiscal year (but without giving effect to any portion of Consolidated EBITDA determined pursuant to clauses (c) or (d) of the definition thereof) less # the sum (without duplication) of # consolidated interest expense (as defined in GAAP) actually paid in cash by the Borrower and its Restricted Subsidiaries during such fiscal year, plus # all principal repayments of Indebtedness made during such fiscal year (other than # the aggregate amount of voluntary prepayments of Term Loans, Incremental Term Loans, Revolving Loans and other Indebtedness secured on a pari passu basis with the Secured Obligations and # the aggregate cash amount paid by the Borrower in connection with purchases of Term Loans, Incremental Term Loans, Revolving Loans and other Indebtedness secured on a pari passu basis with the Secured Obligations pursuant to Auctions in accordance with [Section 2.18] and pursuant to Permitted Open Market Purchases during such fiscal year) other than those made utilizing the proceeds of other long-term Indebtedness and in the case of revolving Indebtedness, to the extent accompanied by permanent reduction in commitments under such revolving facility, plus # income taxes actually paid in cash by the Borrower and its Restricted Subsidiaries during such fiscal year, plus # [reserved], plus # expenses relating to issuance, modification or early retirement of debt and issuance, modification or redemption of equity interests actually paid in cash by the Borrower and its Restricted Subsidiaries during such fiscal year, plus # project development, preopening, acquisition, Investment, merger and Disposition-related costs and expenses actually paid in cash by the Borrower and its Restricted Subsidiaries during such fiscal year, plus # charges and expenses relating to any Specified Transaction actually paid in cash by the Borrower and its Restricted Subsidiaries during such fiscal year, plus # all non-cash credits included in arriving at Consolidated EBITDA for such fiscal year, plus # the aggregate amount of expenditures actually made by the Borrower and its Restricted Subsidiaries in cash during such period to the extent that such expenditures are not expensed during such period, except to the extent that such expenditures were financed by the incurrence of long-term Indebtedness, plus # the amount of capital expenditures made by the Borrower and its Restricted Subsidiaries in cash during such period, except to the extent that such capital expenditures were financed by the incurrence of long-term Indebtedness, plus # the amount of Investments made in cash (other than Investments made pursuant to [Sections 7.02(d), (l), (o) and (s)])])])]) by the Borrower and its Restricted Subsidiaries during such period, except to the extent that such Investments were financed by the incurrence of long-term Indebtedness, plus # the amount of Restricted Payments (other than Restricted Payments made pursuant to [Section 7.06(a)] (except to the extent paid to a holder of Capital Stock in a non-wholly-owned Restricted Subsidiary other than the Borrower or another Restricted Subsidiary)) paid in cash during such period, except to the extent that such Restricted Payments were financed by the incurrence of long-term Indebtedness, plus # the amount of Junior Prepayments made in cash during such period, except to the extent that such Junior Prepayments were financed by the incurrence of long-term Indebtedness.

“Excess Cash Flow” means, for any fiscal year of the Borrower, # Consolidated Adjusted EBITDA for such fiscal year, minus # Unfinanced Capital Expenditures and subscription model costs made or incurred during such fiscal year, minus # Interest Fixed Charges paid in cash during such fiscal year, minus # mandatory prepayments and scheduled principal payments on Indebtedness actually made during such fiscal year, minus # expense for taxes paid in cash during such fiscal year, minus # Restricted Payments paid in cash during such fiscal year, minus # Capital Lease Obligation payments made during such fiscal year, all calculated for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP.

“Consolidated Excess Cash Flow” means, for any period for the Borrower and its Subsidiaries, an amount equal to # Consolidated EBITDA minus # Consolidated Capital Expenditures paid in cash minus # the cash portion of Consolidated Interest Charges minus # cash taxes paid minus # Consolidated Mandatory Funded Debt Payments minus # the amount of any voluntary prepayments of Consolidated Funded Indebtedness (other than voluntary prepayments of revolving lines of credit unless accompanied by a corresponding permanent reduction in the commitments thereunder) during such fiscal year plus # Consolidated Net Changes in Working Capital minus # the aggregate amount of cash consideration paid during the period for Permitted Acquisitions minus # the aggregate amount of Restricted Payments paid in cash by the Borrower during the period minus # cash expenditures not deducted in calculating Consolidated EBITDA minus # all non-cash credits included in Consolidated EBITDA minus # cash payment in respect of long-term liabilities other than Indebtedness minus # losses on sales of assets (cash and non-cash), plus # gains on sales of assets (cash and non-cash), in each case on a consolidated basis determined in accordance with GAAP.

“Excess Cash Flow” means, for any Fiscal Year of the Borrower, the excess, if any, of # the sum, without duplication, of # Consolidated Net Income for such Fiscal Year, # the amount of all non-cash charges (including Consolidated depreciation and amortization) deducted in arriving at such Consolidated Net Income to the extent such non-cash charges do not result in a cash payment in a future period, # decreases in Consolidated Working Capital for such Fiscal Year, and # the aggregate net amount of non-cash loss on the sale, transfer or other disposition of any assets by the Borrower and its Subsidiaries during such Fiscal Year outside the ordinary course of business, to the extent deducted in arriving at such Consolidated Net Income over # the sum, without duplication, of # the amount of all non-cash credits included in arriving at such Consolidated Net Income, # the aggregate amount actually paid by the Borrower and its Subsidiaries in cash during such Fiscal Year on account of unfinanced Capital Expenditures, Permitted Acquisitions or Permitted Investments constituting an Acquisition, (or, at the election of the Borrower, otherwise committed to be spent within 180 days of the end of the fiscal year), # the aggregate amount of all regularly scheduled principal payments of the Term Loans during such Fiscal Year, # the aggregate amount of all regularly scheduled, mandatory or optional principal payments of Funded Debt (other than the Term Loans) of the Borrower and its Subsidiaries made during such Fiscal Year (other than # in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder and # any such principal prepayments financed with the proceeds of other Indebtedness), # increases in Consolidated Working Capital for such Fiscal Year, # the aggregate net amount of non-cash gain on the sale, transfer or other disposition of any assets by the Borrower and its Subsidiaries during such Fiscal Year outside the ordinary course of business, to the extent included in arriving at such Consolidated Net Income, # the aggregate amount of cash payments made in respect of # long-term liabilities of the Borrower and its Subsidiaries other than Indebtedness and # Restricted Payments pursuant to clauses (ii), (iii), (iv), (v), (vi), (vii), (x), (xi), (xii), (xiii), (xiv), (xvi), and, to the extent relating to the foregoing, # of SECTION 6.06(a) paid to any Person other than the Borrower or any Restricted Subsidiary, except, in each case, to the extent financed with the proceeds of Indebtedness of the Borrower or the Restricted Subsidiaries (other than revolving loans or intercompany loans) and # the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries during such period that are made in connection with any prepayment of Indebtedness to the extent that such payments are not deducted in calculating Consolidated Net Income.

“Excess Cash Flow” shall mean, for any fiscal year of Holdings the excess of # the sum, without duplication, of # Consolidated EBITDA for such fiscal year and # any decrease in working capital of Holdings and its Subsidiaries from the beginning to the end of such fiscal year as disclosed in the most recent consolidated statement of cashflows of Holdings and its Subsidiaries as changes in trade debtors, inventories and trade creditors over # the sum, without duplication, of # the amount of any Taxes paid or payable in cash by Holdings and the Subsidiaries with respect to such fiscal year, # Consolidated Interest Expense for such fiscal year paid in cash, # non recurring fees, expenses or charges paid in cash in connection with the consummation and implementation of the 2016 Restatement Transactions and in connection with any offering of Equity Interests, investment or Indebtedness permitted by this Agreement (whether or not consummated), # Restructuring Costs paid in cash, # Cost Savings, # expenses or charges paid in cash which are of an abnormal, unusual, extraordinary or non-recurring nature, # Capital Expenditures made in cash during such fiscal year, except to the extent financed with the proceeds of Indebtedness, equity issuances, casualty proceeds or condemnation proceeds, # the consideration paid in connection with Permitted Acquisitions (and transaction related fees and expenses, including financing fees, merger and acquisition fees, accounting, due diligence and legal fees and other fees and expenses in connection therewith), in each case paid or made in cash during such fiscal year, except to the extent financed with the proceeds of Indebtedness, equity issuances, casualty proceeds or condemnation proceeds, # the amount of any contributions made during such fiscal year by Holdings or any Subsidiary to any Plan, Multiemployer Plan or Foreign Pension Plan, to the extent not deducted in determining Consolidated EBITDA for such fiscal year, # permanent repayments of Indebtedness (other than # repurchases of Term Loans made pursuant to [Section 2.12(b), (x)])] mandatory prepayments of Loans under [Section 2.13], # Voluntary Prepayments and # permanent prepayments, repayments, repurchases or redemptions of Senior Secured Notes) made in cash by Holdings and the Subsidiaries during such fiscal year, but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments are not made with funds received in connection with a refinancing of all or any portion of such Indebtedness, # any increase in working capital of Holdings and its Subsidiaries from the beginning to the end of such fiscal year as disclosed in the most recent consolidated statement of cashflows of Holdings and its

"Excess Cash Flow" means, with respect to any Person for any period, # Adjusted Consolidated EBITDA of such Person and its Subsidiaries for such period, less # the sum of, without duplication, # all cash principal payments (excluding any principal payments made pursuant to [Section 2.05(c)]) on the Loans made during such period (but, in the case of the Revolving Loans, only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments), and all cash principal payments on Indebtedness (other than Indebtedness incurred under this Agreement) of such Person or any of its Subsidiaries during such period to the extent such other Indebtedness is permitted to be incurred, and such payments are permitted to be made, under this Agreement (but, in the case of revolving loans, only to the extent that the revolving credit commitment in respect thereof is permanently reduced by the amount of such payments), # all Consolidated Net Interest Expense to the extent paid or payable in cash during such period, # the cash portion of Capital Expenditures made by such Person and its Subsidiaries during such period to the extent permitted to be made under this Agreement (excluding Capital Expenditures to the extent financed through the incurrence of Indebtedness or through an Equity Issuance), # all scheduled loan servicing fees and other similar fees in respect of Indebtedness of such Person or any of its Subsidiaries paid in cash during such period, to the extent such Indebtedness is permitted to be incurred, and such payments are permitted to be made, under this Agreement, # income taxes paid in cash by such Person and its Subsidiaries for such period, # one-half of the amount of any taxes that are reduced by the net operating losses of such Person and its Subsidiaries, # the excess, if any, of Working Capital at the end of such period over Working Capital at the beginning of such period (or minus the excess, if any, of Working Capital at the beginning of such period over Working Capital at the end of such period), # the amount of any expenditures described in clause (a) and (b) of [[Faneuil:Organization]] CapEx; provided, that solely for purposes of calculating the Excess Cash Flow for Fiscal Year 2016, # the Term A Loan Disbursements, # any Capital Expenditures made or employee severance expenses incurred in connection with the Color Optics Acquisition in excess of the amount referred to in [clause (z)](ii) of [Section 6.01(s) and (z)])] any facility consolidation costs incurred in connection with the Color Optics Acquisition, shall in each case be excluded from the deductions set forth in this clause (b) without duplication; provided, further, that solely for purposes of calculating the Excess Cash Flow for Fiscal Year 2017, the Specified Disbursements shall be excluded from the deductions set forth in this clause (b) without duplication; provided, further, that solely for purposes of calculating the Excess Cash Flow for Fiscal Year 2018, the Moore-Langen Disbursements shall be excluded from the deductions set forth in this clause (b) without duplication, and # any Milestone Payments (as defined in the Realtime MIPA) described in clause (j) of the definition of Permitted Indebtedness paid in cash in such period, provided, that, such Milestone Payment is not financed through an Equity Issuance.

“Excess Cash Flow” shall mean, for any fiscal period, in each case for Borrowers on a Consolidated Basis, EBITDA, minus each of the following, to the extent actually paid in cash during such fiscal period, # Unfunded Capital Expenditures, # taxes (net of refunds actually received in cash), # dividends and distributions (to the extent expressly permitted under [Section 7.7] of this Agreement), # Debt Payments, and # amounts added back to EBITDA for the relevant period pursuant to [clauses (f) through (i)] of the definition thereof solely to the extent paid in cash during each such period.

“Excess Cash Flow” means, for any period, an amount equal to # the sum, without duplication, of # Consolidated Net Income for such period, # an amount equal to the amount of all non-cash charges (including depreciation and amortization[[Borrower:Organization]] to the extent deducted in arriving at such Consolidated Net Income, # decreases in Consolidated Working Capital and long-term accounts receivable of the Borrower and its Restricted Subsidiaries for such period (other than any such decreases arising from acquisitions or dispositions by the Borrower and its Restricted Subsidiaries completed during such period[[Borrower:Organization]] and # an amount equal to the aggregate net non-cash loss on Dispositions by the Borrower and its Restricted Subsidiaries during such period (other than sales in the ordinary course of business[[Borrower:Organization]] to the extent deducted in arriving at such Consolidated Net Income minus # the sum, without duplication, of # an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses (a[[Borrower:Organization]] through (m[[Borrower:Organization]] of the definition of “Consolidated Net Income,” # without duplication of amounts deducted pursuant to clause (xi[[Borrower:Organization]] below in prior fiscal years, the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made in cash or accrued during such period, to the extent that such Capital Expenditures or acquisitions were financed with internally generated cash or borrowings under the Revolving Credit Facility and were not made by utilizing the Cumulative Retained Excess Cash Flow Amount, # the aggregate amount of all principal payments of Indebtedness of the Borrower or its Restricted Subsidiaries (including # the principal component of payments in respect of Financing Leases, # the amount of any scheduled repayment of Term Loans pursuant to Section 2.07(a[[Borrower:Organization]] and (C[[Borrower:Organization]] any mandatory prepayment of Term Loans pursuant to Section 2.05(b[[Borrower:Organization]](ii[[Borrower:Organization]] to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding # all other voluntary and mandatory prepayments of Term Loans, # all prepayments of Revolving Credit Loans and Swing Line Loans made during such period and # all payments in respect of any other revolving credit facility made during such period, except in the case of clause (Z[[Borrower:Organization]] to the extent there is an equivalent permanent reduction in commitments thereunder[[Borrower:Organization]], to the extent financed with internally generated cash, # an amount equal to the aggregate net non-cash gain on Dispositions by the Borrower and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business[[Borrower:Organization]] to the extent included in arriving at such Consolidated Net Income, # increases in Consolidated Working Capital and long-term accounts receivable of the Borrower and its Restricted Subsidiaries for such period (other than any such increases arising from acquisitions or dispositions by the Borrower and its Restricted Subsidiaries during such period[[Borrower:Organization]], # cash payments by the Borrower and its Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower and its Restricted Subsidiaries other than Indebtedness, # without duplication of amounts deducted pursuant to clause (xi[[Borrower:Organization]] below in prior fiscal years, the amount of Investments and acquisitions made during such period by the Borrower and its Restricted Subsidiaries on a consolidated basis pursuant to [Section 7.02] to the extent that such Investments and acquisitions were financed with internally generated cash and were not made by utilizing the Cumulative Retained Excess Cash Flow Amount, # the amount of Restricted Payments paid during such period pursuant to Section 7.06(h[[Borrower:Organization]], Section 7.06(g[[Borrower:Organization]] or Section 7.06(f[[Borrower:Organization]] to the extent such Restricted Payments were financed with internally generated cash or borrowings under the Revolving Credit Facility, # the aggregate amount of expenditures actually made by the Borrower and its Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees[[Borrower:Organization]] to the extent that such expenditures are not expensed during such period, # the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and its Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness, # without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Borrower and its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions or Capital Expenditures or acquisitions of intellectual property to the extent not expensed to be consummated or made, plus any restructuring cash expenses, pension payments or tax contingency payments that have been added to Excess Cash Flow pursuant to clause (a[[Borrower:Organization]](ii[[Borrower:Organization]] above required to be made, in each case during the period of four consecutive fiscal quarters of the Borrower following the end of such period, provided that to the extent the aggregate amount of internally generated cash not utilizing the Cumulative Retained Excess Cash Flow Amount actually utilized to finance such Permitted Acquisitions, Capital Expenditures or acquisitions of intellectual property during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, # the amount of cash taxes paid in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, # cash expenditures in respect of Swap Contracts during such fiscal year to the extent not deducted in arriving at such Consolidated Net Income and # any payment of cash to be amortized or expensed over a future period and recorded as a long-term asset. Notwithstanding anything in the definition of any term used in the definition of “Excess Cash Flow” to the contrary, all components of Excess Cash Flow shall be computed for the Borrower and its Restricted Subsidiaries on a consolidated basis.

"Excess Cash Flow" means, with respect to any Person for any period, # Adjusted Consolidated EBITDA of such Person and its Subsidiaries for such period, less # the sum of, without duplication, # all cash principal payments (excluding any principal payments made pursuant to [Section 2.05(c)]) on the Loans made during such period (but, in the case of the Revolving Loans, only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments), and all cash principal payments on Indebtedness (other than Indebtedness incurred under this Agreement) of such Person or any of its Subsidiaries during such period to the extent such other Indebtedness is permitted to be incurred, and such payments are permitted to be made, under this Agreement (but, in the case of revolving loans, only to the extent that the revolving credit commitment in respect thereof is permanently reduced by the amount of such payments), # all Consolidated Net Interest Expense to the extent paid or payable in cash during such period, # the cash portion of Capital Expenditures made by such Person and its Subsidiaries during such period to the extent permitted to be made under this Agreement (excluding Capital Expenditures to the extent financed through the incurrence of Indebtedness or through an Equity Issuance), # all scheduled loan servicing fees and other similar fees in respect of Indebtedness of such Person or any of its Subsidiaries paid in cash during such period, to the extent such Indebtedness is permitted to be incurred, and such payments are permitted to be made, under this Agreement, # income taxes paid in cash by such Person and its Subsidiaries for such period, # one-half of the amount of any taxes that are reduced by the net operating losses of such Person and its Subsidiaries and, # the excess, if any, of Working Capital at the end of such period over Working Capital at the beginning of such period (or minus the excess, if any, of Working Capital at the beginning of such period over Working Capital at the end of such period) and # the amount of any expenditures described in clause (a) and (b) of [[Faneuil:Organization]] CapEx; provided, that solely for purposes of calculating the Excess Cash Flow for Fiscal Year 2016, # the Term A Loan Disbursements, # any Capital Expenditures made or employee severance expenses incurred in connection with the Color Optics Acquisition in excess of the amount referred to in [clause (z)](ii) of [Section 6.01(s) and (z)])] any facility consolidation costs incurred in connection with the Color Optics Acquisition, shall in each case be excluded from the deductions set forth in this clause (b) without duplication; provided, further, that solely for purposes of calculating the Excess Cash Flow for Fiscal Year 2017, the Specified Disbursements shall be excluded from the deductions set forth in this clause (b) without duplication; provided, further, that solely for purposes of calculating the Excess Cash Flow for Fiscal Year 2018, the Moore-Langen Disbursements shall be excluded from the deductions set forth in this clause (b) without duplication.

“Excess Cash Flow”: for any fiscal year of the Borrower, the excess, if any, of # the sum, without duplication, of # Consolidated Net Income for such fiscal year, # the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income, # decreases in Consolidated Working Capital for such fiscal year and # the aggregate net amount of non-cash loss on the Disposition of property by the Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income over # the sum, without duplication, of # the amount of all non-cash credits included in arriving at such Consolidated Net Income, # the aggregate amount actually paid by the Borrower and its Subsidiaries in cash during such fiscal year on account of Capital Expenditures (excluding the principal amount of Indebtedness incurred in connection with such expenditures and any such expenditures financed with the proceeds of any Reinvestment Deferred Amount), # the aggregate amount of Restricted Payments made pursuant to [Section 7.6(c), 7.6(f) or 7.6(g), (iv)])])])] the aggregate amount of Investments made in cash pursuant to [Section 7.8(e) or 7.8(m), (v)])])] the aggregate amount of all payments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanying permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans during such fiscal year, # a decrease in the outstanding balance under the Receivables Financing during such fiscal year, # the aggregate amount of all regularly scheduled principal payments of Indebtedness of the Borrower and its Subsidiaries made during such fiscal year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), # cash expenditures made in respect of Swap Agreements during such period, to the extent not reflected as a subtraction in the computation of Consolidated Net Income or an addition to the Consolidated Interest Expense, # to the extent not expensed during such period or not deducted in calculating Consolidated Net Income, the aggregate amount of cash payments in respect of long-term liabilities or other long-term obligations (other than Indebtedness), related transaction costs and expenditures, fees, costs and expenses paid in cash by the Borrower and the Subsidiaries and not financed using the proceeds of the incurrence of long-term Indebtedness (other than revolving Indebtedness) during such period (including payment and expenditures for related transaction costs, the payment of financing fees and any such amounts netted from the gross amounts that otherwise would have been received under any transaction related thereto), # the aggregate amount of Secured Senior Notes redeemed in cash pursuant to [Section 7.9], # increases in Consolidated Working Capital for such fiscal year, and # the aggregate net amount of non-cash gain on the Disposition of property by the Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income.