Common use of Prepayments and Reductions from Consolidated Excess Cash Flow Clause in Contracts

Prepayments and Reductions from Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 1997) and in the event that the Leverage Ratio for such Fiscal Year is greater than 3.50:1.0, within 100 days after the last day of such Fiscal Year (1) Company shall prepay the Term Loans in an amount equal to 50% of such Consolidated Excess Cash Flow and (2) to the extent such amount equal to 50% of such Consolidated Excess Cash Flow exceeds the aggregate outstanding principal amount of the Term Loans, Company shall prepay in an amount equal to such excess (the "FIRST EXCESS AMOUNT") the Revolving Term Loans to the full extent thereof, and the Revolving Term Loan Commitments shall be permanently reduced in an amount equal to the First Excess Amount; provided that if the aggregate amount of Revolving Term Loan Commitment so permanently reduced exceeds the Revolving Term Loans so prepaid, Company shall prepay in an amount equal to such excess first the Swing Line Loans to the full extent thereof and second the Revolving Loans, and (3) to the extent the First Excess Amount exceeds the Revolving Term Loan Commitments so permanently reduced, Company shall prepay (in addition to any Swing Line Loans and Revolving Loans prepaid pursuant to clause (2) above) in an amount equal to such excess (the "SECOND EXCESS AMOUNT") first the Swing Line Loans to the full extent thereof, and second the Revolving Loans, and the Revolving Loan Commitments shall be permanently reduced in an amount equal to the Second Excess Amount. If Company is required to apply or cause to be applied any portion of Consolidated Excess Cash Flow for any Fiscal Year to prepay any Funded Debt of any Loan Party pursuant to the applicable documents pursuant to which such Funded Debt was issued, then, notwithstanding anything contained in this subsection 2.4B(iii)(c), Company shall prepay the Loans and/or reduce the Revolving Term Loan Commitments and/or Revolving Loan Commitments, as applicable, in the order set forth in this subsection 2.4B(iii)(c) so as to eliminate any obligation to prepay such Funded Debt. Any such mandatory prepayments shall be applied as specified in subsection 2.4B(iv).

Prepayments and Reductions from Consolidated Excess Cash Flow. In (1) With respect to Fiscal Years ending on or prior to December 31, 2009, in the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year Year, then no later than one hundred twenty (commencing with Fiscal Year 1997120) and in the event that the Leverage Ratio for such Fiscal Year is greater than 3.50:1.0, within 100 days after the last day end of such Fiscal Year (1) Company Year, Borrower shall prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 50% of such Consolidated Excess Cash Flow and (2) to the extent such amount equal to 50% of such Consolidated Excess Cash Flow exceeds the aggregate outstanding principal amount of the Term Loans, Company shall prepay in an amount equal to such excess (the "FIRST EXCESS AMOUNT") the Revolving Term Loans to the full extent thereof, and the Revolving Term Loan Commitments shall be permanently reduced in an amount equal to the First Excess Amount; provided that if the aggregate amount of Revolving Term Loan Commitment so permanently reduced exceeds the Revolving Term Loans so prepaid, Company shall prepay in an amount equal to such excess first the Swing Line Loans to the full extent thereof and second the Revolving Loans, and (3) to the extent the First Excess Amount exceeds the Revolving Term Loan Commitments so permanently reduced, Company shall prepay (in addition to any Swing Line Loans and Revolving Loans prepaid pursuant to clause (2) above) in an amount equal to such excess (the "SECOND EXCESS AMOUNT") first the Swing Line Loans to the full extent thereof, and second the Revolving Loans, and the Revolving Loan Commitments shall be permanently reduced in an amount equal to the Second Excess Amount. If Company is required to apply or cause to be applied any portion of Consolidated Excess Cash Flow for any Fiscal Year to prepay any Funded Debt of any Loan Party pursuant to the applicable documents pursuant to which such Funded Debt was issued, then, notwithstanding anything contained in this subsection 2.4B(iii)(c), Company shall prepay the Loans and/or reduce the Revolving Term Loan Commitments and/or Revolving Loan Commitments, as applicable, in the order set forth in this subsection 2.4B(iii)(c) so as to eliminate any obligation to prepay such Funded DebtFlow. Any such mandatory prepayments shall be applied as specified in subsection 2.4B(iv2.4B(iv)(b)(2). (2) (i) With respect to the first three Fiscal Quarters of any Fiscal Year ending after December 31, 2009, in the event there shall be Consolidated Excess Cash Flow for any such Fiscal Quarter, then no later than sixty (60) days after the end of such Fiscal Quarter, Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 75% of such Consolidated Excess Cash Flow; provided, however, such mandatory prepayments from Consolidated Excess Cash Flow shall be reduced by such amount as will enable the Borrower to maintain a minimum balance of Cash and/or Cash Equivalents of $6,000,000, and (ii) with respect to the fourth Fiscal Quarter of any Fiscal Year ending after December 31, 2009, in the event there shall be Consolidated Excess Cash Flow for the Fiscal Year in which such fourth Fiscal Quarter ends, no later than one hundred twenty (120) days after the end of such Fiscal Quarter, Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 75% of such Consolidated Excess Cash Flow less the amount of any mandatory prepayments made from Consolidated Excess Cash Flow with respect to the first three Fiscal Quarters of such Fiscal Year pursuant to subparagraph (i) above. Any such mandatory prepayments shall be applied as specified in subsection 2.4B(iv)(b)(2). C. Subsection 3.1A(ii) of the Credit Agreement is hereby amended by deleting the present text thereof in its entirety and substituting in its place the following:

Prepayments and Reductions from Consolidated Excess Cash Flow. (1) In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 1997) and in the event that the Leverage Ratio for such Fiscal Year is greater 2003), Borrower shall, no later than 3.50:1.0, within 100 90 days after the last day end of such Fiscal Year (1) Company Year, prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 75% of such Consolidated Excess Cash Flow; provided, that so long as no Event of Default or Potential Event of Default has occurred and is continuing, Borrower shall prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 50% of such Consolidated Excess Cash Flow and Flow, if the Consolidated Leverage Ratio at the last day of such Fiscal Year is 2.00:1:00 or less. (2) Notwithstanding the foregoing, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing either on the last day of such Fiscal Year or on the date such payment would be made and Consolidated Excess Cash Flow for such Fiscal Year (commencing with Fiscal Year 2003) equals or exceeds $30,000,000, Borrower may retain up to the extent such amount equal to 50% $5,000,000 of such Consolidated Excess Cash Flow exceeds the aggregate outstanding principal amount of the Term Loans(such retained amount, Company shall prepay in an amount equal to such excess (the "FIRST EXCESS AMOUNTRetained Excess Cash Flow") the Revolving Term Loans to the full extent thereofmake acquisitions permitted under subsection 7.3(vi) and to enter into marketing, and the Revolving Term Loan Commitments shall be permanently reduced in an amount equal to the First Excess Amountjoint venture or manufacturing arrangements; provided that if the aggregate amount of Revolving Term Loan Commitment so permanently reduced exceeds the Revolving Term Loans so prepaidprovided, Company shall prepay in an amount equal to that, any such excess first the Swing Line Loans to the full extent thereof and second the Revolving Loans, and (3) to the extent the First Excess Amount exceeds the Revolving Term Loan Commitments so permanently reduced, Company shall prepay (in addition to any Swing Line Loans and Revolving Loans prepaid pursuant to clause (2) above) in an amount equal to such excess (the "SECOND EXCESS AMOUNT") first the Swing Line Loans to the full extent thereof, and second the Revolving Loans, and the Revolving Loan Commitments shall be permanently reduced in an amount equal to the Second Excess Amount. If Company is required to apply or cause to be applied any portion of Consolidated Retained Excess Cash Flow for any not used as permitted above by Borrower by the end of the Fiscal Year to prepay any Funded Debt immediately following the date of any Loan Party pursuant to the applicable documents pursuant to which such Funded Debt was issueddetermination, then, notwithstanding anything contained in this subsection 2.4B(iii)(c), Company shall prepay the Loans and/or reduce the Revolving Term Loan Commitments and/or Revolving Loan Commitments, as applicable, in the order set forth in this subsection 2.4B(iii)(c) so as to eliminate any obligation to prepay such Funded Debt. Any such mandatory prepayments shall must be applied as specified in accordance with subsection 2.4B(iv2.4B(iii)(e)(1).

Prepayments and Reductions from Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 1997) and in the event that the Leverage Ratio for such Fiscal Year is greater than 3.50:1.0, within 100 days after the last day of such Fiscal Year (1) Company shall prepay the Term Loans in an amount equal to 50% of such Consolidated Excess Cash Flow and (2) to the extent such amount equal to 50% of such the Consolidated Excess Cash Flow for such Fiscal Year exceeds the aggregate outstanding principal amount of the Term Loans, Company shall prepay in an amount equal to such excess (the "FIRST EXCESS AMOUNT") the Revolving Term Loans to the full extent thereof, and the Revolving Term Loan Commitments shall be permanently reduced in an amount equal to the First Excess Amount; provided that if the aggregate amount of Revolving Term Loan Commitment so permanently reduced exceeds the Revolving Term Loans so prepaid, Company shall prepay in an amount equal to such excess first the Swing Line Loans to the full extent thereof and second the Revolving Loans, and (3) to the extent the First Excess Amount exceeds the Revolving Term Loan Commitments so permanently reduced, Company shall prepay (in addition to any Swing Line Loans and Revolving Loans prepaid pursuant to clause (2) above) in an amount equal to such excess (the "SECOND EXCESS AMOUNT") first the Swing Line Loans to the full extent thereof, and second the Revolving Loans, and the Revolving Loan Commitments shall be permanently reduced in an amount equal to the Second Excess Amount. If Company is required to apply or cause to be applied any portion of Consolidated Excess Cash Flow for any Fiscal Year to prepay any Funded Debt of any Loan Party pursuant to the applicable documents pursuant to which such Funded Debt was issued, then, notwithstanding anything contained in this subsection 2.4B(iii)(c), Company shall prepay the Loans and/or reduce the Revolving Term Loan Commitments and/or Revolving Loan Commitments, as applicable, in the order set forth in this subsection 2.4B(iii)(c) so as to eliminate any obligation to prepay such Funded Debt. Any such mandatory prepayments shall be applied as specified in subsection 2.4B(iv).the

Prepayments and Reductions from Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 19972007), then no later than one hundred twenty (120) and in the event that the Leverage Ratio for such Fiscal Year is greater than 3.50:1.0, within 100 days after the last day end of such Fiscal Year (1) Company Year, Borrower shall prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 50% of such Consolidated Excess Cash Flow if (y) any Event of Default has occurred and is continuing or (z) if the Consolidated Total Debt Ratio at the end of such Fiscal Year is greater than or equal to 5.50:1.00; provided, however, that if neither of the foregoing clause (y) or (z) is applicable, no payments shall be required hereunder with respect to Consolidated Excess Cash Flow. M. Subsection 2.5(A) of the Credit Agreement is hereby amended by deleting the present text of the first sentence thereof in its entirety and substituting in its place the following: The proceeds of the Term Loans and the Revolving Loans shall be applied by Borrower to (i) refinance the Indebtedness under the Pre-Effective Time Credit Agreement, (ii) pay the purchase price and related fees and expenses for Permitted Acquisitions, and (iii) provide financing for working capital and other general corporate purposes of Borrower and its Subsidiaries; provided that, at the Effective Time, Twenty-Eight Million Fifty-Five Thousand Five Hundred Fifty-Five and 55/100 Dollars ($28,055,555.55) of the proceeds of the additional Terms Loans made at such time shall be applied to reduce the outstanding Revolving Loans. N. Subsection 2.11 of the Credit Agreement is hereby amended by deleting the present text thereof in its entirety and substituting in its place the following: A. Borrower shall have the right, from time to time on or before the Incremental Loan Commitment Termination Date, to request additional term loans (each an “Incremental Term Loan,” and, collectively the “Incremental Term Loans and “Term Loans” shall thereafter be deemed to include all Incremental Term Loans) and/or revolving loans (each an “Incremental Revolving Loan,” and, collectively the “Incremental Revolving Loans” and “Revolving Loans” shall thereafter be deemed to include all Incremental Revolving Loans) pursuant to an incremental facility (the “Incremental Facility”); provided, that at the time any Incremental Term Loan and Incremental Revolving Loan (each an “Incremental Loan,” and, collectively the “Incremental Loans”) is made pursuant to the Incremental Facility, (a) no Event of Default or Potential Event of Default shall have occurred and be continuing or result from the making of such Incremental Loan; (b) Borrower shall have delivered to Administrative Agent (1) a Compliance Certificate certifying, among other things, that Borrower is, as of the date of such Incremental Loan and after giving effect to both such Incremental Loan and the Permitted Acquisition, if any, for which the proceeds of such Incremental Loan will be used, in compliance with all terms and conditions contained in this Agreement and the other Loan Documents, including the financial covenants set forth in this Agreement, accompanied by a written calculation, in detail satisfactory to Administrative Agent, of such financial covenant compliance and (2) to such other information as may be required by Administrative Agent or any Lender; (c) the extent such amount equal to 50% of such Consolidated Excess Cash Flow exceeds the aggregate outstanding principal amount of the requested Incremental Loan shall be at least Ten Million Dollars ($10,000,000) and the aggregate original principal amount of all Incremental Loans outstanding (excluding any Term Loans, Company shall prepay in Loans borrowed on the Effective Date) do not exceed an amount equal to such excess Ninety Million Dollars ($90,000,000) minus the "FIRST EXCESS AMOUNT"original principal amount of the Incremental Loan being requested and Borrower shall be limited to five (5) Incremental Loan requests after the Revolving Effective Date; (d) each Incremental Term Loans to the full extent thereofLoan shall constitute a Term Loan, and the each Incremental Revolving Term Loan Commitments shall be permanently reduced in an amount equal to the First Excess Amount; provided that if the aggregate amount of constitute a Revolving Term Loan Commitment so permanently reduced exceeds the Revolving Term Loans so prepaid, Company shall prepay in an amount equal to such excess first the Swing Line Loans to the full extent thereof and second the Revolving LoansLoan, and (3i) to rank pari passu in right of payment and of security with the extent the First Excess Amount exceeds the Revolving other Term Loan Commitments so permanently reduced, Company shall prepay (in addition to any Swing Line Loans and Revolving Loans prepaid pursuant to clause (2) above) in an amount equal to such excess (the "SECOND EXCESS AMOUNT") first the Swing Line Loans to the full extent thereof, and second the Revolving Loans, and the Revolving Loan Commitments shall be permanently reduced in an amount equal to the Second Excess Amount. If Company is required to apply or cause to be applied any portion of Consolidated Excess Cash Flow for any Fiscal Year to prepay any Funded Debt of any Loan Party pursuant to the applicable documents pursuant to which such Funded Debt was issued, then, notwithstanding anything contained in this subsection 2.4B(iii)(c), Company shall prepay the Loans and/or reduce the Revolving Term Loan Commitments and/or Revolving Loan Commitments, as applicable, and (ii) mature and amortize in a manner reasonably acceptable to the order Incremental Loan lenders, but in any event have an average weighted life equal to or longer than the Term Loans and Revolving Loans, as applicable, and mature on a date no earlier than June 30, 2015, provided, that the applicable interest rates may differ from the then existing Term Loans and Revolving Loans; and (e) the proceeds of any Incremental Loan may be used for general corporate purposes, including the purpose of consummating a Permitted Acquisition, provided that the proceeds of Incremental Term Loans of up to Twenty-Five Million Dollars ($25,000,000) of the Incremental Facility that are borrowed by Borrower within six (6) months following the Effective Date may be used by Borrower to repay outstanding Revolving Loans (but not reduce the Revolving Loan Commitments). Notwithstanding anything to the contrary contained herein, all Credit Parties hereby acknowledge and agree that Lenders are not making a commitment herein to make the Incremental Facility available to Borrower. Until such time as the Incremental Loan lenders agree to make the Incremental Facility available to Borrower, the Incremental Facility is and shall remain uncommitted. B. Borrower shall provide notice to Administrative Agent and each Lender of its desire for an Incremental Loan (a “Notice of Incremental Loan Request”), the proposed amount thereof, whether the request is for a revolving loan and/or a term loan, and specifying the time period within which each Lender is requested to respond (which shall in no event be less than twenty-one (21) days from the date of delivery of such notice to the Lenders). Each Lender shall have the option (in its sole and complete discretion) to subscribe for its Pro Rata Share of such proposed loan under the Incremental Facility; provided, however, that if any Lender has not subscribed for its Pro Rata Share of such proposed Incremental Loan, then Administrative Agent shall be permitted to secure new lenders in respect of such Pro Rata Share. C. The terms of any Incremental Loan pursuant to the Incremental Facility including, without limitation, the manner in which interest shall be determined, the amount and timing of fees, if any, payable with respect to such Incremental Loan and the amortization schedule relating to such Incremental Loan shall be set forth in a supplement to this subsection 2.4B(iii)(cAgreement (a “Supplement”) so in form and substance reasonably satisfactory to Administrative Agent, executed by Administrative Agent, the Incremental Loan lenders and each Credit Party, provided that the effect of such Supplement, together with all other Supplements made, is not more binding or restrictive on Borrower or beneficial to the Incremental Loan lenders (other than with respect to pricing) than the Term Loans and Revolving Loans, as applicable, are to eliminate any obligation existing Lenders and Borrower, as applicable. Each Credit Party shall execute and deliver to prepay Administrative Agent such Funded Debt. Any such mandatory prepayments assumptions, guarantees, security documents, opinions and other documents as may be reasonably required by Administrative Agent and Lenders and obligations shall be applied evidenced, as specified applicable, by promissory notes substantially in subsection 2.4B(ivthe form of Exhibit X (each, an “Incremental Term Loan Note” and, collectively, the “Incremental Term Loan Notes”) and by promissory notes substantially in the form of Exhibit X-1 (each, an “Incremental Revolving Loan Note” and, collectively, the “Incremental Revolving Loan Notes”), and Borrower shall execute and deliver an Incremental Term Loan Note and an Incremental Revolving Loan Note, as applicable, to each Incremental Loan lender in the principal amount of such lender’s Pro Rata Share of the Incremental Loan being made. Each Incremental Term Loan Note and Incremental Revolving Loan Note shall represent the obligation of Borrower to pay the amount of the applicable Incremental Loan advanced by such lender, together with interest thereon as prescribed in the applicable Supplement. Subsection 3.1 (A)(iii) of the Credit Agreement is hereby amended by deleting the present text thereof in its entirety and substituting in its place the following:

Prepayments and Reductions from Consolidated Excess Cash Flow. (1) Borrower shall, on August 4, 2000, prepay the Term Loans in an aggregate amount equal to 100% of the Post-Transaction Cash Flows actually received by Borrower on or before such date, and Borrower shall, after August 4, 2000, prepay the Term Loans in an aggregate amount equal to 100% of the Post-Transaction Cash Flows actually received by Borrower since August 4, 2000 within 10 days of receipt of such Post-Transaction Cash Flows; provided that in any event Borrower shall prepay the Terms Loans from the Net Asset Sale Proceeds of any sale of the SEG Receivables pursuant to subsection 7.10 within 10 days of receipt of such Net Asset Sale Proceeds. Notwithstanding the foregoing, after the aggregate amount of prepayments of the Term Loans pursuant to this clause (1) has exceeded $9,300,000, Borrower may retain (and not prepay the Term Loans with) amounts accrued by its independent accountants for liabilities constituting deductions on Schedule 1.1B attached hereto ("ESTIMATED DEDUCTIONS") up to the lesser of $1,000,000 and the difference between $2,600,000 and the actual amount paid by Borrower on account of Estimated Deductions until such amounts are retained or such accrual has been terminated. (2) In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 1997) and in the event that the Leverage Ratio for such Fiscal Year is greater 2000), Borrower shall, no later than 3.50:1.0, within 100 90 days after the last day end of such Fiscal Year (1) Company shall Year, prepay the Term Loans in an amount equal to 50% of such Consolidated Excess Cash Flow and (2) to the extent such amount equal to 50% of such Consolidated Excess Cash Flow exceeds the aggregate outstanding principal amount of the Term Loans, Company shall prepay in an amount equal to such excess (the "FIRST EXCESS AMOUNT") the Revolving Term Loans to the full extent thereof, and the Revolving Term Loan Commitments shall be permanently reduced in an amount equal to the First Excess Amount; provided that if the aggregate amount of Revolving Term Loan Commitment so permanently reduced exceeds the Revolving Term Loans so prepaid, Company shall prepay in an amount equal to such excess first the Swing Line Loans to the full extent thereof and second the Revolving Loans, and (3) to the extent the First Excess Amount exceeds the Revolving Term Loan Commitments so permanently reduced, Company shall prepay (in addition to any Swing Line Loans and Revolving Loans prepaid pursuant to clause (2) above) in an amount equal to such excess (the "SECOND EXCESS AMOUNT") first the Swing Line Loans to the full extent thereof, and second the Revolving Loans, and and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to the Second Excess Amount. If Company is required to apply or cause to be applied any portion 75% of such Consolidated Excess Cash Flow for any Fiscal Year to prepay any Funded Debt of any Loan Party pursuant to the applicable documents pursuant to which such Funded Debt was issued, then, notwithstanding anything contained in this subsection 2.4B(iii)(c), Company shall prepay the Loans and/or reduce the Revolving Term Loan Commitments and/or Revolving Loan Commitments, as applicable, in the order set forth in this subsection 2.4B(iii)(c) so as to eliminate any obligation to prepay such Funded Debt. Any such mandatory prepayments shall be applied as specified in subsection 2.4B(iv)Flow.

Prepayments and Reductions from Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 1997) and in the event that the Leverage Ratio for such Fiscal Year is greater 2012), Company shall, no later than 3.50:1.0, within 100 105 days after the last day end of such Fiscal Year (1) Company shall Year, prepay the Term Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans made during such Fiscal Year (with (1) the amount of any such voluntary prepayments resulting from repurchase of Term Loans by Company pursuant to subsection 2.4B(vi) to be based on the amount of the applicable Competitive Bid and (2) to the extent such amount equal to 50% of such Consolidated Excess Cash Flow exceeds the aggregate outstanding principal amount of the Term Loans, Company shall prepay in an amount equal to such excess (the "FIRST EXCESS AMOUNT") the Revolving Term Loans to the full extent thereof, and the Revolving Term Loan Commitments shall be permanently reduced in an amount equal to the First Excess Amount; provided that if the aggregate amount any repayments of Revolving Term Loan Commitment so permanently reduced exceeds the Revolving Term Loans so prepaid, Company shall prepay in an amount equal to such excess first the or Swing Line Loans to the full extent thereof and second the Revolving Loansbe excluded, and (3) except to the extent the First Excess Amount exceeds the Revolving Term Loan Commitments so permanently reduced, Company shall prepay (in addition to any Swing Line Loans and Revolving Loans prepaid pursuant to clause (2) above) in an amount equal to such excess (the "SECOND EXCESS AMOUNT") first the Swing Line Loans to the full extent thereof, and second the Revolving Loans, and the Revolving Loan Commitments shall be are permanently reduced in an amount equal to connection with such repayments); provided that any voluntary prepayments of the Second Excess Amount. If Company is required to apply Loans during any Fiscal Year in excess of 50% or cause to be applied any portion 25%, as the case may be, of Consolidated Excess Cash Flow for such Fiscal Year shall reduce, on a dollar for dollar basis, the required prepayments under this subsection 2.4B(iii)(d) in subsequent Fiscal Years; provided that for any Fiscal Year in which the Consolidated Net Leverage Ratio as of the last day of such Fiscal Year is less than or equal to prepay 2.50:1.00, the amount in clause (i) shall be reduced to 25%; provided further that for any Funded Debt Fiscal Year in which the Consolidated Net Leverage Ratio as of any Loan Party pursuant the last day of such Fiscal Year is less than or equal to the applicable documents pursuant to which such Funded Debt was issued2.00:1.00, then, notwithstanding anything contained in no prepayment shall be required under this subsection 2.4B(iii)(c), Company shall prepay the Loans and/or reduce the Revolving Term Loan Commitments and/or Revolving Loan Commitments, as applicable, in the order set forth in this subsection 2.4B(iii)(c) so as to eliminate any obligation to prepay such Funded Debt. Any such mandatory prepayments shall be applied as specified in subsection 2.4B(iv2.4B(iii)(d).