Common use of Replacement of Defaulting Lenders Clause in Contracts

Replacement of Defaulting Lenders. (a) The Italian Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving 10 Business Days’ prior written notice to the Agent and such Lender: (i) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement; (ii) require such Lender to (and such Lender shall) transfer pursuant to Clause 24 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or (iii) require such Lender to (and such Lender shall) transfer pursuant to Clause 24 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Italian Borrower, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably) which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest and Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause shall be subject to the following conditions: (i) the Italian Borrower shall have no right to replace the Agent; (ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Italian Borrower to find a Replacement Lender; (iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) above; and (iv) no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.

Replacement of Defaulting Lenders. If any Lender (aa "Subject Lender") The Italian Borrower may(i) makes demand upon the Borrowers for (or if the Borrowers are otherwise required to pay) amounts pursuant to Section 3.04 (ii) gives notice pursuant to Section 3.02 requiring a Conversion of such Subject Lender's Eurodollar Rate Loans to Base Rate Loans or any other change in the basis upon which interest is to accrue in respect of such Subject Lender's Eurodollar Rate Loans or suspending such Lender's obligation to make Loans as, at any time a Lender has become and continues or to be convert Loans into, Eurodollar Rate Loans, or (iii) becomes a Defaulting Lender, Borrowers may, within 180 days of receipt by giving 10 Business Days’ prior written Borrowers of such demand or notice (or the occurrence of such other event causing Borrowers to be required to pay such compensation) or within 180 days of such Lender becoming a Defaulting Lender, give notice (a "Replacement Notice") in writing to the Agent and such Lender: (i) Subject Lender of its intention to replace such Subject Lender by requiring with a financial institution (a "Replacement Lender") designated in such Lender to (and Replacement Notice. Upon the delivery of such notice, such Subject Lender shall) transfer , subject to the payment of any amounts due pursuant to Clause 24 Section 3.04, assign, in accordance with Section 10.06(b) or (Changes to the Lendersd) , all (and not part only) of its Commitments, Loans and other rights and obligations under this Agreement; Agreement and all other Loan Documents to such designated Replacement Lender; provided, however, that (i) such assignment shall be without recourse, representation or warranty and (ii) require the purchase price paid by such designated Replacement Lender to (shall be in the amount of such Subject Lender's Loans and such Lender shall) transfer pursuant to Clause 24 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or (iii) require such Lender to (and such Lender shall) transfer pursuant to Clause 24 (Changes to the Lenders) all (and not part only) of its rights and obligations Percentage in respect of the FacilityRevolving Loan Commitments of all outstanding Loans as to which such Lender shall have made payments, to a Lender or together with all accrued and unpaid interest and fees in respect thereof, plus all other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Italian Borrower, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably) which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender amounts (including the assumption amounts demanded and unreimbursed under Section 3.04 and including any applicable make-whole or prepayment premium which would have been due had the Borrowers made a voluntary prepayment on such date), owing to such Subject Lender hereunder. Upon the effective date of an assignment described above, the transferring designated Replacement Lender shall become a "Lender’s participations or unfunded participations (as " for all purposes under this Agreement and the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest and Break Costs and other amounts payable in relation thereto under the Finance Loan Documents. (b) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause shall be subject to the following conditions: (i) the Italian Borrower shall have no right to replace the Agent; (ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Italian Borrower to find a Replacement Lender; (iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) above; and (iv) no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.

Replacement of Defaulting Lenders. (a) The Italian Borrower may, at If any time a Lender has become and continues to be becomes a Defaulting Lender, by giving 10 Business Days’ prior written then (A) the Administrative Agent, upon notice to the Defaulting Lender and the Borrower, or (B) the Borrower, upon notice to the Defaulting Lender and the Administrative Agent and at the Borrower's sole cost and expense, may require such Lender: (i) replace such Lender by requiring such Defaulting Lender to assign and delegate, without recourse (in accordance with and such Lender shall) transfer pursuant to Clause 24 (Changes subject to the Lenders) restrictions contained in, and consents required by, Section 9.08), all (and not part only) of its interests, rights and obligations under this AgreementAgreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that, in any event: (a) as to assignments requested by the Borrower, the Borrower shall have paid to the Administrative Agent the processing and recording fee specified in Section 9.08; (iib) require such Defaulting Lender to (and such Lender shall) transfer pursuant to Clause 24 (Changes to the Lenders) all (and not part only) shall have received payment of the undrawn Commitment of the Lender; or (iii) require such Lender to (and such Lender shall) transfer pursuant to Clause 24 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Italian Borrower, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably) which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer amount equal to the outstanding principal amount of its Advances and participations in outstanding Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (but specifically excluding any amounts owing under Section 2.12 as result of such Lender’s participation in payment of Advances) from the assignee (to the extent of such outstanding Loans principal and all accrued interest and Break Costs and fees) or the Borrower (in the case of all other amounts payable in relation thereto under the Finance Documents. (b) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause shall be subject to the following conditions: (i) the Italian Borrower shall have no right to replace the Agent; (ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Italian Borrower to find a Replacement Lender; (iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) aboveamounts); and (ivc) no event shall such assignment does not conflict with applicable Legal Requirements. Solely for purposes of effecting the assignment required for a Defaulting Lender be required to pay or surrender under this Section 2.15 and to the Replacement extent permitted under applicable Legal Requirements, each Lender any hereby designates and appoints the Administrative Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender was a Defaulting Lender, and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same. In lieu of the fees received by Borrower or the Administrative Agent replacing a Defaulting Lender pursuant to as provided in this Section 2.15, the Finance DocumentsBorrower may terminate such Defaulting Lender's Commitment as provided in Section 2.04. Section 4.8 Section 5.12 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: