Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving five Business Days’ prior written notice to the Agent and such Lender replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations (including its Commitments) under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Substitute Lender”) selected by the Company, 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 Utilisations and all accrued interest and/or fees in respect of Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) Any transfer of rights and obligations or prepayment of participation of a Defaulting Lender pursuant to this Clause shall be subject to the following conditions:
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