Excess Deferrals. If a Participant has Excess Deferrals for a taxable year, the Participant may, not later than March 1st following the close of such taxable year, notify the Administrator in writing of such excess and request that the Participant's Elective Deferrals under this Plan be reduced by an amount specified by the Participant. In such event, the Administrator shall direct the distr ibution of such excess amount (and any "income" allocable to such excess amount) to the Participant not later than the first April 15th following the close of the Participant's taxable year. Any distribution of less than the entire amount of Excess Deferrals and "income" shall be treated as a pro rata distribution of Excess Deferrals and "income." The amount distributed shall not exceed the Participant's Elective Deferrals under the Plan for the taxable year. Any distribution on or before the last day of the Participant's taxable year m ust satisfy each of the following conditions:

Excess Usage. Tenant shall reimburse Landlord for the actual cost without markup of any excess water, sewer and chiller usage in the Premises. Excess usage shall mean the excess of the estimated usage in the Premises (per square foot of rentable area) during any three (3) month billing period over the average usage (per square foot of rentable area) during the same period for the entire Commercial/Garage Unit, as reasonably calculated by Landlord in good faith and with commercially reasonable documentation thereof provided to Tenant promptly upon Tenant’s written requests from time-to-time.

Brokers. There are no brokerage commissions, finder’s fees or investment banking fees payable in connection with any transactions contemplated by the Loan Documents.

Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments relating to this Agreement or the transactions contemplated hereby.

First, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord, including storage charges or brokerage commissions owing from Tenant to Landlord as the result of such reletting;

Excess Cash Flow. Within five (5) Business Days after financial statements have been delivered pursuant to Section 5.06(a), beginning with the fiscal year ending December 31, 2015, the Borrower shall prepay the Borrowings in an aggregate principal amount equal to # the ECF Percentage of Excess Cash Flow for the most recent fiscal year covered by such financial statements less # the aggregate principal amount of any voluntary prepayment of Borrowings made by the Borrower pursuant to Section 2.06(b) during such fiscal year (or, at the option of the Borrower, after the end of such fiscal year but prior to the time by such prepayment (it being understood that any such amount may not be then applied to reduce the prepayment required to be made under this paragraph with respect to Excess Cash flow for the next following fiscal year)), excluding any such voluntary prepayments to the extent financed with the incurrence of Long-Term Debt; provided that no prepayment shall be required under this paragraph if, and only to the extent, such prepayment shall not be permitted by the restrictions set forth in the ABL Documents (so long as such restrictions are not more adverse to [[Organization B:Organization]] than those in effect on the Closing Date), it being agreed that to the extent any prepayment or a portion thereof is not made on account of such restrictions, such prepayment or such portion thereof shall be made immediately upon such restrictions ceasing to prohibit such prepayment.

Excess Tl Costs. Notwithstanding anything to the contrary contained herein, Tenant acknowledges and agrees that Landlord shall have no responsibility for any costs arising from or related to Tenant’s Changes to the Space Plans or Tl Construction Drawings, Tenant Delays, the cost of Changes and Change Requests which would increase any of the costs anticipated by Landlord for Landlord’s Work (collectively, “Excess Tl Costs”). Landlord shall provide Tenant with the line-item amount of any Excess Tl Costs incurred along with reasonable supporting evidence but, for the avoidance of any doubt, in no event shall Landlord be required to provide Tenant with its budget for Landlord’s Work. Tenant shall deposit with Landlord, as a condition precedent to Landlord’s obligation to complete the Tenant Improvements, 100% of the Excess Tl Costs within 5 business days after written request from Landlord. If Tenant fails to deposit any Excess Tl Costs with Landlord, Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including, but not limited to, the right to interest at the Default Rate and the right to assess a late charge). For purposes of any litigation instituted with regard to such amounts, those amounts will be deemed Rent under the Lease.

Excess Capital Contribution. In the event that the cost to change and convert the business premises of the Business, including both cash and the fair market value of any property contributed in kind, reasonable reserves and organizational costs hereof do not equal or exceed Four Million Dollars ($4,000,000.00), any excess shall be returned to the Limited Partners, pro-rata, as a partial refund of their Initial Capital Contribution. Upon any return of partnership capital, this Agreement shall be amended as required by Law.

Excess Cash Flow. Within five Business Days after financial statements have been delivered or are required to be delivered pursuant to [Section 6.01(a)] and the related Compliance Certificate has been delivered or is required to be delivered pursuant to [Section 6.02(a)], in each case, commencing with the first full fiscal year ending after the Closing Date, the ​ shall, subject to Sections 2.07(b)(v) and (b)(vi), prepay an aggregate principal amount of Term Loans equal to,

If any payments or benefits received or to be received by Employee pursuant to this Agreement, including those made in connection with or contingent on a change in ownership or control, (collectively, the “Company Payments”) would be deemed to be an “excess parachute payment” within the meaning of Section 280G of the Code (“Excess Parachute Payment”), and if the Company has no publicly-traded stock, the Company, with the consent of Employee, will use commercially reasonable efforts to obtain “shareholder approval” within the meaning of Section 280G(b)(5) of the Code of such payments or benefits in order to exempt such payments or benefits from being considered an Excess Parachute Payment. Employee’s consent to shareholder approval shall include a waiver by Employee of any such payments or benefits that are not approved by the shareholders. If Employee does not consent to subjecting such payments or benefits to shareholder approval, then, at Company’s election, such payments under this Agreement shall either be paid in full or reduced to the extent necessary to avoid being considered an Excess Parachute Payment, based upon Company’s determination, in its sole discretion, as to which alternative results in the better tax consequences for Employee.