Excess Cash Flow means, for any Excess Cash Flow Period, without duplication:

Cash Flow Performance Payout. The Cash Flow Performance Payout shall be determined in accordance with the following performance schedule:

Monthly Cash Flow Forecast. On the last Business Day of each month, by no later than 5:00 p.m. (Chicago) or such other day and time as Borrowers and Administrative Agent may agree, Borrowers will deliver to Administrative Agent a rolling thirteen (13) week cash flow forecast on a consolidated basis for Borrowers and the other Loan Parties, in form and detail reasonably satisfactory to Administrative Agent and accompanied by # a variance report comparing the actual results for the prior month to the forecasted results for such month as set forth in the immediately preceding cash flow forecast and # a certification on behalf of Borrowers' chief financial officer and the CAO (as defined below) stating that # nothing has come to the chief financial officer's or the CAO's attention that would lead the chief financial officer or the CAO to believe that the information in the variance report is incorrect or misleading in any material respect and # that the applicable thirteen (13) week cash flow forecast is based on information and assumptions that Borrowers believe to be reasonable.

Unencumbered Cash Flow Ratio. The Unencumbered Cash Flow Ratio, as of the end of each fiscal quarter of the Combined Parties, shall be greater than or equal to 1.75 to 1.0.

“Cumulative Retained Excess Cash Flow Amount” shall mean, as of any date, an amount equal to the sum of # aggregate cumulative sum of Retained Excess Cash Flow Amounts for all Excess Cash Flow Payment Periods ending after the First Restatement Effective Date and prior to such date and # the “Cumulative Retained Excess Cash Flow Amount” under the Original Credit Agreement immediately prior to the First Restatement Effective Date.

“Excess Cash Flow” means, with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis for any Excess Cash Flow Period, Net Operating Income of the Borrower and its Restricted Subsidiaries on a consolidated basis for such Excess Cash Flow Period, minus, without duplication,

“Excess Cash Flow Payment Period” shall mean, with respect to any Excess Cash Flow Payment Date, the immediately preceding fiscal year of the Borrower.

Taxes and Permitted Tax Distributions paid in cash by the Borrower and its Restricted Subsidiaries during such Excess Cash Flow Period or that will be paid within nine months after the close of such Excess Cash Flow Period (provided that any amount so deducted that will be paid after the close of such Excess Cash Flow Period shall not be deducted again in a subsequent Excess Cash Flow Period) and for which reserves have been established,

Section # Excess Cash Flow Funds. During any Trigger Period, ​ shall deposit or cause to be deposited with ​ all Excess Cash Flow, to be held by ​ as additional security for the Loan (amounts so held shall be hereinafter referred to as the “Excess Cash Flow Funds” and the account in which such amounts are held shall hereinafter be referred to as the “Excess Cash Flow Account”). Upon the termination of each Trigger Period, all amounts (if any) then remaining on deposit in the Excess Cash Flow Account shall be disbursed to ​’s Operating Account.

EBITDA for such Excess Cash Flow Period, minus