COSTS OWING UNDER SECTION 2.11.
(E)
APPLICATION TO REVOLVING CREDIT LOANS; MANDATORY COMMITMENT
REDUCTIONS.
(I) WITH RESPECT TO EACH PREPAYMENT OF REVOLVING CREDIT LOANS
ELECTED BY THE BORROWER PURSUANT TO SECTION 5.1 OR REQUIRED BY SECTION 5.2(B),
THE BORROWER MAY DESIGNATE (I) THE TYPES OF LOANS THAT ARE TO BE PREPAID AND THE
SPECIFIC BORROWING(S) PURSUANT TO WHICH MADE AND (II) THE REVOLVING CREDIT LOANS
TO BE PREPAID; PROVIDED, THAT (X) EURODOLLAR LOANS WHICH ARE REVOLVING CREDIT
LOANS MAY BE DESIGNATED FOR PREPAYMENT PURSUANT TO THIS SECTION 5.2 ONLY ON THE
LAST DAY OF AN INTEREST PERIOD APPLICABLE THERETO UNLESS ALL EURODOLLAR LOANS
WITH INTEREST PERIODS ENDING ON SUCH DATE OF REQUIRED PREPAYMENT AND ALL ABR
LOANS HAVE BEEN PAID IN FULL; (Y) EACH PREPAYMENT OF ANY LOANS MADE PURSUANT TO
A BORROWING SHALL BE APPLIED PRO RATA AMONG SUCH LOANS; AND (Z) NOTWITHSTANDING
THE PROVISIONS OF THE PRECEDING CLAUSE (Y), NO PREPAYMENT MADE PURSUANT TO
SECTION 5.1 OR SECTION 5.2(B) OF REVOLVING CREDIT LOANS SHALL BE APPLIED TO THE
REVOLVING CREDIT LOANS OF ANY DEFAULTING LENDER.
IN THE ABSENCE OF A
DESIGNATION BY THE BORROWER AS DESCRIBED IN THE PRECEDING SENTENCE, THE
ADMINISTRATIVE AGENT SHALL, SUBJECT TO THE ABOVE, MAKE SUCH DESIGNATION IN ITS
REASONABLE DISCRETION WITH A VIEW, BUT NO OBLIGATION, TO MINIMIZE BREAKAGE COSTS
OWING UNDER SECTION 2.11. FOR THE AVOIDANCE OF DOUBT, PRIOR TO THE 2011 FINAL
DATE, THE AMOUNT OF ANY PREPAYMENT OF REVOLVING CREDIT LOANS SHALL BE SHALL BE
ALLOCATED AMONG THE
REVOLVING CREDIT LOANS OF EACH LENDER PRO RATA BASED ON
EACH SUCH LENDER'S REVOLVING CREDIT COMMITMENT PERCENTAGE WITHOUT REGARD TO THE
CLASS OF THE REVOLVING CREDIT COMMITMENTS HELD BY SUCH LENDER.
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(ii) With respect to each mandatory reduction and termination of Revolving
Credit Commitments, Additional/Replacement Revolving Credit Commitments (and any
previously extended Extended Revolving Credit Commitments) required by clause
(ii) of the proviso to Section 2.14(b), the Borrower may designate (A) the
Classes of Commitments to be reduced and terminated, which prior to the 2013
Revolving Credit Maturity Date, may not include any tranche of
Additional/Replacement Revolving Credit Commitments and (B) the corresponding
Classes of Loans to be prepaid; provided that (x) any such reduction and
termination shall apply proportionately and permanently to reduce the
Commitments of each of the Lenders within any such Class, (y) no such reduction
and termination of Extended Revolving Credit Commitments (and prepayment of
Extended Revolving Credit Loans accompanying a corresponding permanent reduction
in such Extended Revolving Credit Commitments) shall be permitted unless all
Existing Revolving Credit Commitments of the Specified Existing Revolving Credit
Commitment Class (and Existing Revolving Credit Loans related to such
Commitments) shall have been terminated and repaid in full and (z) after giving
effect to such termination or reduction and to any prepayments of Loans or
cancellation or cash collateralization of letters of credit made on the date of
each such reduction and termination in accordance with this Agreement, the
aggregate amount of such Lenders' credit exposures shall not exceed the