void.
(G)
IF THE BORROWER WISHES TO REPLACE THE LOANS OR COMMITMENTS UNDER
ANY FACILITY WITH ONES HAVING DIFFERENT TERMS, IT SHALL HAVE THE OPTION, WITH
THE CONSENT OF THE ADMINISTRATIVE AGENT AND SUBJECT TO AT LEAST THREE BUSINESS
DAYS' ADVANCE NOTICE TO THE LENDERS UNDER SUCH FACILITY, INSTEAD OF PREPAYING
THE LOANS OR REDUCING OR TERMINATING THE COMMITMENTS TO BE REPLACED, TO
(I) REQUIRE THE LENDERS UNDER SUCH FACILITY TO ASSIGN SUCH LOANS OR COMMITMENTS
TO THE ADMINISTRATIVE AGENT OR ITS DESIGNEES AND (II) AMEND THE TERMS THEREOF IN
ACCORDANCE WITH SUBSECTION 13.1 (WITH SUCH REPLACEMENT, IF APPLICABLE, BEING
DEEMED TO HAVE BEEN MADE PURSUANT TO SUBSECTION 13.1(C)).
PURSUANT TO ANY SUCH
ASSIGNMENT, ALL LOANS AND COMMITMENTS TO BE REPLACED SHALL BE PURCHASED AT PAR
(ALLOCATED AMONG THE LENDERS UNDER SUCH FACILITY IN THE SAME MANNER AS WOULD BE
REQUIRED IF SUCH LOANS WERE BEING OPTIONALLY PREPAID OR SUCH COMMITMENTS WERE
BEING OPTIONALLY REDUCED OR TERMINATED BY THE BORROWER), ACCOMPANIED BY PAYMENT
OF ANY ACCRUED INTEREST AND FEES THEREON AND ANY AMOUNTS OWING PURSUANT TO
SUBSECTION 4.12.
BY RECEIVING SUCH PURCHASE PRICE, THE LENDERS UNDER SUCH
FACILITY SHALL AUTOMATICALLY BE DEEMED TO HAVE ASSIGNED THE LOANS OR COMMITMENTS
UNDER SUCH FACILITY PURSUANT TO THE TERMS OF THE FORM OF ASSIGNMENT AND
ACCEPTANCE ATTACHED HERETO AS EXHIBIT F, AND ACCORDINGLY NO OTHER ACTION BY SUCH
LENDERS SHALL BE REQUIRED IN CONNECTION THEREWITH.
13.7.
ADJUSTMENTS; SET-OFF.
(A)
EXCEPT TO THE EXTENT THAT THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS PROVIDES FOR PAYMENTS TO BE
ALLOCATED TO A PARTICULAR LENDER UNDER ANY FACILITY, IF ANY LENDER (FOR PURPOSES
OF THIS SENTENCE, A "BENEFITTED LENDER") SHALL AT ANY TIME PRIOR TO ANY DATE IN
WHICH THE COMMITMENTS ARE TERMINATED AND THE LOANS OR REIMBURSEMENT OBLIGATIONS
BECOME DUE AND PAYABLE PURSUANT TO SECTION 9 (A "FACILITY ACCELERATION") RECEIVE
ANY PAYMENT OF ALL OR PART OF THE OBLIGATIONS OWING TO IT UNDER ANY FACILITY, OR
RECEIVE ANY COLLATERAL IN RESPECT THEREOF (WHETHER VOLUNTARILY OR INVOLUNTARILY,
BY SET-OFF, PURSUANT TO EVENTS OR PROCEEDINGS OF THE NATURE REFERRED TO IN
SUBSECTION 9(F), OR OTHERWISE), IN A GREATER PROPORTION THAN ANY SUCH PAYMENT TO
OR COLLATERAL RECEIVED BY ANY OTHER LENDER, IF ANY, IN RESPECT OF THE
OBLIGATIONS OWING TO SUCH OTHER LENDER UNDER SUCH FACILITY, SUCH BENEFITTED
LENDER SHALL PURCHASE FOR CASH FROM THE OTHER LENDERS AN INTEREST (BY
PARTICIPATION, ASSIGNMENT OR OTHERWISE) IN SUCH PORTION OF THE OBLIGATIONS OWING
TO EACH SUCH OTHER LENDER UNDER SUCH FACILITY OR SHALL PROVIDE SUCH OTHER
LENDERS WITH THE BENEFITS OF ANY SUCH COLLATERAL, OR THE PROCEEDS THEREOF, AS
SHALL BE NECESSARY TO CAUSE SUCH BENEFITTED LENDER TO SHARE THE EXCESS PAYMENT
OR BENEFITS OF SUCH COLLATERAL OR PROCEEDS RATABLY WITH EACH OF THE LENDERS
UNDER SUCH FACILITY; PROVIDED, HOWEVER, THAT IF ALL OR ANY PORTION OF SUCH
EXCESS PAYMENT OR BENEFITS IS THEREAFTER RECOVERED FROM SUCH BENEFITTED LENDER,
SUCH PURCHASE SHALL BE RESCINDED, AND THE PURCHASE PRICE AND BENEFITS RETURNED,
TO THE EXTENT OF SUCH RECOVERY, BUT