OF THE OTHER SECURED PARTIES IN ACCORDANCE WITH
SECTION 5.11 AND SECTION 5.12; AND
(II)
IF ANY PORTION OF SUCH NET CASH PROCEEDS SHALL NOT BE SO APPLIED
WITHIN SUCH 180-DAY PERIOD, SUCH UNUSED PORTION SHALL BE APPLIED ON THE LAST DAY
OF SUCH PERIOD AS A MANDATORY PREPAYMENT AS PROVIDED IN THIS SECTION 2.10(D).
(E)
[INTENTIONALLY DELETED].
(F)
APPLICATION OF PREPAYMENTS.
(I) PRIOR TO ANY OPTIONAL OR
MANDATORY PREPAYMENT HEREUNDER, BORROWERS SHALL SELECT THE BORROWING OR
BORROWINGS TO BE PREPAID AND SHALL SPECIFY
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SUCH SELECTION IN THE NOTICE OF SUCH PREPAYMENT PURSUANT TO SECTION 2.10(G),
SUBJECT TO THE PROVISIONS OF THIS SECTION 2.10(F).
ANY MANDATORY PREPAYMENTS
(OTHER THAN THOSE REQUIRED BY SECTION 2.10(B)) SHALL BE APPLIED TO THE REVOLVING
LOANS AND, UPON THE ADMINISTRATIVE AGENT'S ELECTION, THE REVOLVING COMMITMENTS
SHALL BE PERMANENTLY REDUCED RATABLY AMONG THE REVOLVING LENDERS IN ACCORDANCE
WITH THEIR APPLICABLE REVOLVING COMMITMENTS IN AN AGGREGATE AMOUNT EQUAL TO SUCH
PREPAYMENT AND BORROWER SHALL COMPLY WITH SECTION 2.10(B).
(II) NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT BORROWERS HAVE DELIVERED
AN OFFICERS' CERTIFICATE IN ACCORDANCE WITH SECTION 2.10(C) OR IN ACCORDANCE
WITH SECTION 2.10(D), (A) THE APPLICABLE NET CASH PROCEEDS SHALL BE APPLIED
AGAINST THE OUTSTANDING REVOLVING LOANS, WITHOUT A PERMANENT REDUCTION IN THE
COMMITMENTS, (B) BOTH A RESERVE AND A RESERVE AGAINST THE COMMITMENTS ("LINE
RESERVE") SHALL BE ESTABLISHED (IN THE AMOUNT OF THE NET CASH PROCEEDS LESS ANY
AMOUNTS USED FOR PREPAYMENTS THAT WERE REQUIRED BY SECTIONS 2.10(B) BECAUSE OF
THE SALE OR DISPOSITION OF INVENTORY OUTSIDE OF THE ORDINARY COURSE OF BUSINESS)
WHICH RESERVE AND LINE RESERVE SHALL EACH BE RELEASED SIMULTANEOUSLY WITH AND TO
THE EXTENT OF ANY LOANS ADVANCED TO THE BORROWERS FOR THE PURPOSE OF PURCHASING
ASSETS IN ACCORDANCE WITH SECTION 2.10(C) OR SECTION 2.10(D), AS APPLICABLE;
PROVIDED BORROWERS SUBMIT (WITH THE APPLICABLE BORROWING REQUEST) AN OFFICER'S
CERTIFICATE SETTING FORTH THE USE OF PROCEEDS OF THE REQUESTED LOAN AND
CONFIRMING THAT SUCH USE IS IN COMPLIANCE WITH SECTION 2.10(C) OR SECTION
2.10(D), AS APPLICABLE, AND (C) IN THE EVENT THAT ANY PART OR ALL OF THE RESERVE
REMAINS IN PLACE AT THE END OF THE TIME PERIOD SET FORTH IN SECTION 2.10(C) OR
SECTION 2.10(D), AS APPLICABLE, THE COMMITMENTS SHALL BE PERMANENTLY REDUCED BY
AN AMOUNT EQUAL TO SUCH REMAINING RESERVE AND, SIMULTANEOUSLY WITH THE SUCH
REDUCTION, THE REMAINING LINE RESERVE SHALL BE RELEASED.
(III) AMOUNTS TO BE APPLIED PURSUANT TO THIS SECTION 2.10 TO THE PREPAYMENT OF
REVOLVING LOANS SHALL, IN THE ABSENCE OF DIRECTION FROM THE BORROWERS PURSUANT
TO SECTION 2.10(G)(I), BE APPLIED TO THE PREPAYMENT OF THE ABR LOANS AND
CANADIAN PRIME RATE LOANS IN THE DISCRETION OF THE ADMINISTRATIVE AGENTS.
ANY
AMOUNTS REMAINING AFTER EACH SUCH APPLICATION SHALL BE APPLIED TO PREPAY
EURODOLLAR REVOLVING LOANS OR BANKERS' ACCEPTANCES, AS APPLICABLE.
NOTWITHSTANDING THE FOREGOING, IF THE AMOUNT OF ANY PREPAYMENT OF LOANS REQUIRED
UNDER THIS SECTION 2.10 SHALL BE IN EXCESS OF THE AMOUNT OF THE ABR LOANS AND
CANADIAN PRIME RATE LOANS AT THE TIME OUTSTANDING