Common use of Resignation of Cash Manager Clause in Contracts

Resignation of Cash Manager. The appointment of the Cash Manager under this Agreement may be terminated upon the expiry of not less than 12 months' written notice of termination given by the Cash Manager to the Issuer, the Seller and the Security Trustee without providing any reason therefor and without being responsible for any liability incurred by reason thereof unless such liability arises as a result of its own negligence, wilful default or fraud or from any breach by the Cash Manager of its obligations under this Agreement (or such shorter time as may be agreed between the Cash Manager, the Issuer, the Seller and the Security Trustee) provided that: (a) a substitute cash manager shall be appointed, such appointment to be effective not later than the date of such termination; (b) such substitute cash manager has the requisite cash management experience to perform the functions to be given to it under this Agreement and is approved in writing by the Issuer and the Security Trustee; (c) such substitute cash manager enters into an agreement substantially on the same terms as the relevant provisions of this Agreement (or on such terms as are satisfactory to the Issuer and the Security Trustee) and the Cash Manager shall not be released from its obligations under the relevant provisions of this Agreement until such substitute cash manager has entered into such new agreement and the rights of the Issuer under such agreement are charged in favour of the Security Trustee on terms satisfactory to the Security Trustee; and (d) (if Notes remain outstanding) the then current ratings of the Class A Notes are not adversely affected as a result thereof, unless the Noteholders otherwise agree by an Extraordinary Resolution.

Resignation of Cash Manager. The appointment of the Cash Manager under this Agreement may be terminated upon the expiry of not less than 12 months' written notice of termination given by the Cash Manager to the IssuerMortgages Trustee, Funding 1, Funding 2, the Seller Funding 1 Security Trustee and the Funding 2 Security Trustee without providing any reason therefor and without being responsible for any liability incurred by reason thereof unless such liability arises as a result of its own negligence, wilful default or fraud or from any breach by the Cash Manager of its obligations under this Agreement (or such shorter time as may be agreed between the Cash Manager, the Issuer, the Seller and the Security Trustee) provided thatPROVIDED THAT: (a) the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee consent in writing to such termination; (b) a substitute cash manager shall be appointed, such appointment to be effective not later than the date of such termination; (bc) such substitute cash manager has the requisite cash management experience to perform the functions to be given to it under this Agreement and is approved in writing by the Issuer Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee; (cd) such the substitute cash manager enters into an agreement substantially on the same terms as the relevant provisions of this Agreement (or on such terms as are satisfactory to the Issuer and the Security Trustee) and the Cash Manager shall not be released from its obligations under the relevant provisions of this Agreement until such substitute cash manager has entered into such new agreement and the rights of the Issuer Mortgages Trustee, Funding 1 and Funding 2 under such agreement are charged in favour of the Funding 1 Security Trustee and the Funding 2 Security Trustee (as applicable) on terms satisfactory to the Funding 1 Security Trustee and the Funding 2 Security Trustee; and (d) (if Notes remain outstandinge) the then current ratings of the Class A Notes are not adversely affected as a result thereof, unless the Noteholders otherwise agree agreed by an Extraordinary ResolutionResolution of the holders of each class of the Notes of each Funding 1 Issuer or the Master Issuer, as applicable.

Resignation of Cash Manager. The appointment of the Cash Manager under this Agreement may be terminated upon the expiry of not less than 12 months' written notice of termination given by the Cash Manager to the IssuerMortgages Trustee, the Seller Funding Companies and the Funding Security Trustee without providing any reason therefor and without being responsible for any liability incurred by reason thereof unless such liability arises as a result of its own negligence, wilful default or fraud or from any breach by the Cash Manager of its obligations under this Agreement (or such shorter time as may be agreed between the Cash Manager, the Issuer, the Seller and the Security Trustee) provided thatTrustees PROVIDED THAT: (a) a substitute cash manager shall be appointed, such appointment to be effective not later than the date of such termination; (b) such substitute cash manager has the requisite cash management experience to perform the functions to be given to it under this Agreement and is approved in writing by the Issuer Funding Companies and the Funding Security TrusteeTrustees; (c) such the substitute cash manager enters into an agreement substantially on the same terms as the relevant provisions of this Agreement (or on such terms as are satisfactory to the Issuer and the Security Trustee) and the Cash Manager shall not be released from its obligations under the relevant provisions of this Agreement until such substitute cash manager has entered into such new agreement and the rights of the Issuer Funding Companies under such agreement are charged in favour of the Funding Security Trustee Trustees on terms satisfactory to the Funding Security TrusteeTrustees; and (d) (if Notes remain outstanding) the then current ratings of the Class A any Rated Notes are then outstanding or any rated debt instruments of a Funding Company (if applicable) then outstanding would not adversely affected be downgraded, withdrawn or qualified as a result thereof, unless the Noteholders otherwise agree agreed by an Extraordinary ResolutionResolution of the holders of each class of the Rated Notes then outstanding (or the equivalent approval is obtained in respect of such other rated debt instruments) affected thereby.

Resignation of Cash Manager. The appointment of the Cash Manager under this Agreement may be terminated upon the expiry of not less than 12 months' written ’ notice of termination given by the Cash Manager to the IssuerMortgages Trustee, the Seller Funding 1 and the Security Trustee without providing any reason therefor and without being responsible for any liability incurred by reason thereof unless such liability arises as a result of its own negligence, wilful default or fraud or from any breach by the Cash Manager of its obligations under this Agreement (or such shorter time as may be agreed between the Cash Manager, the Issuer, the Seller and the Security Trustee) provided thatPROVIDED THAT: (a) the Mortgages Trustee, Funding 1 and the Security Trustee consent in writing to such termination; (b) a substitute cash manager shall be appointed, such appointment to be effective not later than the date of such termination; (bc) such substitute cash manager has the requisite cash management experience to perform the functions to be given to it under this Agreement and is approved in writing by the Issuer Mortgages Trustee, Funding 1 and the Security Trustee; (cd) such the substitute cash manager enters into an agreement substantially on the same terms as the relevant provisions of this Agreement (or on such terms as are satisfactory to the Issuer and the Security Trustee) and the Cash Manager shall not be released from its obligations under the relevant provisions of this Agreement until such substitute cash manager has entered into such new agreement and the rights of the Issuer Mortgages Trustee and Funding 1 under such agreement are charged in favour of the Security Trustee on terms satisfactory to the Security Trustee; and (d) (if Notes remain outstandinge) the then current ratings of the Class A Notes are not adversely affected as a result thereof, unless the Noteholders otherwise agree agreed by an Extraordinary ResolutionResolution (as defined in the trust deeds of each Issuer) of the holders of each class of the Notes of each Issuer.

Resignation of Cash Manager. The appointment of the Cash Manager under this Agreement may be terminated upon the expiry of not less than 12 months' written notice of termination given by the Cash Manager to the IssuerMortgages Trustee, the Seller Funding and the Security Trustee without providing any reason therefor and without being responsible for any liability incurred by reason thereof unless such liability arises as a result of its own negligence, wilful default or fraud or from any breach by the Cash Manager of its obligations under this Agreement (or such shorter time as may be agreed between the Cash Manager, the Issuer, the Seller and the Security Trustee) provided thatPROVIDED THAT: (a) the Mortgages Trustee, Funding and the Security Trustee consent in writing to such termination; (b) a substitute cash manager shall be appointed, such appointment to be effective not later than the date of such termination; (bc) such substitute cash manager has the requisite cash management experience to perform the functions to be given to it under this Agreement and is approved in writing by the Issuer Mortgages Trustee, Funding and the Security Trustee; (cd) such the then substitute cash manager enters into an agreement substantially on the same terms as the relevant provisions of this Agreement (or on with such terms amendments as are satisfactory to may be agreed by the Issuer Mortgages Trustee, Funding and the Security Trustee) and the Cash Manager shall not be released from its obligations under the relevant provisions of this Agreement until such substitute cash manager has entered into such new agreement and the rights of the Issuer Funding under such agreement are charged in favour of the Security Trustee on terms satisfactory to the Security Trustee; and (d) (if Notes remain outstandinge) the then current ratings of the Class A Rated Notes are not adversely affected as a result thereof, unless the Noteholders otherwise agree agreed by an Extraordinary ResolutionResolution (as defined in the Trust Deeds of each Issuer) of the holders of each class of the then outstanding Rated Notes of each Issuer.

Resignation of Cash Manager. The appointment of the Cash Manager under this Agreement may be terminated upon the expiry of not less than 12 months' written notice of termination given by the Cash Manager to the Issuer, the Seller and the Security Trustee without providing any reason therefor and without being responsible for any liability incurred by reason thereof unless such liability arises as a result of its own negligence, wilful default or fraud or from any breach by the Cash Manager of its obligations under this Agreement (or such shorter time as may be agreed between the Cash Manager, the Issuer, the Seller and the Security Trustee) provided that: (a) a substitute cash manager shall be appointed, such appointment to be effective not later than the date of such termination; (b) such substitute cash manager has the requisite cash management experience to perform the functions to be given to it under this Agreement and is approved in writing by the Issuer and the Security Trustee; (c) such substitute cash manager enters into an agreement substantially on the same terms as the relevant provisions of this Agreement (or on such terms as are satisfactory to the Issuer and the Security Trustee) and the Cash Manager shall not be released from its obligations under the relevant provisions of this Agreement until such substitute cash manager has entered into such new agreement and the rights of the Issuer under such agreement are charged in favour of the Security Trustee on terms satisfactory to the Security Trustee; and (d) (if Notes remain outstanding) the then current ratings of the Class A Notes are not adversely affected as a result thereof, unless the Noteholders Controlling Class otherwise agree by an Extraordinary Resolution.

Resignation of Cash Manager. The appointment of the Cash Manager under this Agreement may be terminated upon the expiry of not less than 12 months' written notice of termination given by the Cash Manager to the IssuerMortgages Trustee, the Seller Funding and the Security Trustee without providing any reason therefor and without being responsible for any liability incurred by reason thereof unless such liability arises as a result of its own negligence, wilful default or fraud or from any breach by the Cash Manager of its obligations under this Agreement (or such shorter time as may be agreed between the Cash Manager, the Issuer, the Seller and the Security Trustee) provided thatPROVIDED THAT: (a) the Mortgages Trustee, Funding and the Security Trustee consent in writing to such termination; (b) a substitute cash manager shall be appointed, such appointment to be effective not later than the date of such termination; (bc) such substitute cash manager has the requisite cash management experience to perform the functions to be given to it under this Agreement and is approved in writing by the Issuer Mortgages Trustee, Funding and the Security Trustee; (cd) such the then substitute cash manager enters into an agreement substantially on the same terms as the relevant provisions of this Agreement (or on with such terms amendments as are satisfactory to may be agreed by the Issuer Mortgages Trustee, Funding and the Security Trustee) and the Cash Manager shall not be released from its obligations under the relevant provisions of this Agreement until such substitute cash manager has entered into such new agreement and the rights of the Issuer Funding under such agreement are charged in favour of the Security Trustee on terms satisfactory to the Security Trustee; and (d) (if Notes remain outstandinge) the then current ratings of the Class A Notes are not adversely affected as a result thereof, unless the Noteholders otherwise agree agreed by an Extraordinary ResolutionResolution (as defined in the Trust Deeds of each Issuer) of the holders of each class of the then outstanding Notes of each Issuer.

Resignation of Cash Manager. The appointment of the Cash Manager under this Agreement may be terminated upon the expiry of not less than 12 months' written notice of termination given by the Cash Manager to the IssuerMortgages Trustee, the Seller Funding 1, Funding 2 and the Security Trustee without providing any reason therefor and without being responsible for any liability incurred by reason thereof unless such liability arises as a result of its own negligence, wilful default or fraud or from any breach by the Cash Manager of its obligations under this Agreement (or such shorter time as may be agreed between the Cash Manager, the Issuer, the Seller and the Security Trustee) provided thatPROVIDED THAT: (a) the Mortgages Trustee, Funding 1, Funding 2 and the Security Trustee consent in writing to such termination; (b) a substitute cash manager shall be appointed, such appointment to be effective not later than the date of such termination; (bc) such substitute cash manager has the requisite cash management experience to perform the functions to be given to it under this Agreement and is approved in writing by the Issuer Mortgages Trustee, Funding 1, Funding 2 and the Security Trustee; (cd) such the substitute cash manager enters into an agreement substantially on the same terms as the relevant provisions of this Agreement (or on such terms as are satisfactory to the Issuer and the Security Trustee) and the Cash Manager shall not be released from its obligations under the relevant provisions of this Agreement until such substitute cash manager has entered into such new agreement and the rights of the Issuer Mortgages Trustee, Funding 1 and Funding 2 under such agreement are charged in favour of the Security Trustee on terms satisfactory to the Security Trustee; and (d) (if Notes remain outstandinge) the then current ratings of the Class A Notes are not adversely affected as a result thereof, unless the Noteholders otherwise agree agreed by an Extraordinary ResolutionResolution of the holders of each class of the Notes of each Funding 1 Issuer or the Master Issuer, as applicable.

Resignation of Cash Manager. The Cash Manager may resign and terminate its appointment of the as Cash Manager under this Agreement may be terminated upon the expiry of not less than 12 months' written ’ notice of termination given by the Cash Manager to the Issuer, the Seller Guarantor and the Security Bond Trustee without providing any reason therefor and without being responsible for any liability incurred by reason thereof unless such liability arises as a result of its own negligence, wilful default or fraud or from any breach by the Cash Manager of its obligations under this Agreement (or such shorter time as may be agreed between the Cash Manager, the Issuer, the Seller Guarantor and the Security Bond Trustee) provided that: (a) a substitute cash manager shall Substitute Cash Manager will be appointed, such appointment to be effective not later than the date of such terminationresignation; (b) such substitute cash manager Substitute Cash Manager has the requisite cash management experience to perform the functions to be given to it under this Agreement and is approved in writing by each of the Issuer Guarantor and the Security Bond Trustee, and has at least the Cash Manager Required Ratings; (c) such substitute cash manager the Substitute Cash Manager enters into an agreement substantially on the same terms as the relevant provisions of this Agreement (or on such terms as are satisfactory to the Issuer Guarantor and the Security Bond Trustee) and the Cash Manager shall will not be released from its obligations under the relevant provisions of this Agreement until such substitute cash manager Substitute Cash Manager has entered into such new agreement and the rights of the Issuer Guarantor under such agreement are charged in favour of the Security Bond Trustee on terms satisfactory to the Security Bond Trustee. Any such agreement shall comply with the CMHC Guide and shall include a covenant on the part of the Substitute Cash Manager to comply with the CMHC Guide in the performance of its duties and obligations thereunder; and (d) (if Notes remain outstanding) the then current ratings Rating Agency Condition has been satisfied with respect to such resignation and the appointment of the Class A Notes are not adversely affected as a result thereofSubstitute Cash Manager, unless the Noteholders otherwise agree agreed by an Extraordinary ResolutionResolution of the Covered Bondholders.

Resignation of Cash Manager. The appointment of the Cash Manager under this Agreement may be terminated upon the expiry of not less than 12 months' written notice of termination given by the Cash Manager to the IssuerIss uer, the Seller and the Security Trustee without providing any reason therefor and without being responsible for any liability incurred by reason thereof unless such liability arises as a result of its own negligence, wilful default or fraud or from any breach by the Cash Manager of its obligations under this Agreement (or such shorter time as may be agreed between the Cash Manager, the Issuer, the Seller and the Security Trustee) provided that: (a) a substitute cash manager shall be appointed, such appointment to be effective not later than the date of such termination; (b) such substitute cash manager has the requisite cash management experience to perform the functions to be given to it under this Agreement and is approved in writing by the Issuer and the Security Trustee; (c) such substitute cash manager enters into an agreement substantially on the same terms as the relevant provisions of this Agreement (or on such terms as are satisfactory to the Issuer and the Security Trustee) and the Cash Manager shall not be released from its obligations under the relevant provisions of this Agreement until such substitute cash manager has entered into such new agreement and the rights of the Issuer under such agreement are charged in favour of the Security Trustee on terms satisfactory to the Security Trustee; and (d) (if Notes remain outstanding) the then current ratings of the Class A Notes are not adversely affected as a result thereof, unless the Noteholders Controlling Class otherwise agree by an Extraordinary Resolution.

Resignation of Cash Manager. The appointment of the Cash Manager under this Agreement may be terminated upon the expiry of not less than 12 months' written notice of termination given by the Cash Manager to the IssuerMortgages Trustee, the Seller Funding and the Security Trustee without providing any reason therefor and without being responsible for any liability incurred by reason thereof unless such liability arises as a result of its own negligence, wilful default or fraud or from any breach by the Cash Manager of its obligations under this Agreement (or such shorter time as may be agreed between the Cash Manager, the Issuer, the Seller and the Security Trustee) provided thatPROVIDED THAT: (a) the Mortgages Trustee, Funding and the Security Trustee consent in writing to such termination; (b) a substitute cash manager shall be appointed, such appointment to be effective not later than the date of such termination; (bc) such substitute cash manager has the requisite cash management experience to perform the functions to be given to it under this Agreement and is approved in writing by the Issuer Mortgages Trustee, Funding and the Security Trustee; (cd) such the then substitute cash manager enters into an agreement substantially on the same terms as the relevant provisions of this Agreement (or on such terms as are satisfactory to the Issuer and the Security Trustee) and the Cash Manager shall not be released from its obligations under the relevant provisions of this Agreement until such substitute cash manager has entered into such new agreement and the rights of the Issuer Mortgages Trustee and Funding under such agreement are charged in favour of the Security Trustee on terms satisfactory to the Security Trustee; and (d) (if Notes remain outstandinge) the then current ratings of the Class A Notes are not adversely affected as a result thereof, unless the Noteholders otherwise agree agreed by an Extraordinary ResolutionResolution (as defined in the Trust Deeds of each Issuer) of the holders of each class of the Notes of each Issuer.

Resignation of Cash Manager. The Cash Manager may resign and terminate its appointment of the as Cash Manager under this Agreement may be terminated upon the expiry of not less than 12 months' written notice of termination given by the Cash Manager to the Issuer, the Seller Guarantor and the Security Bond Trustee without providing any reason therefor and without being responsible for any liability incurred by reason thereof unless such liability arises as a result of its own negligence, wilful default or fraud or from any breach by the Cash Manager of its obligations under this Agreement (or such shorter time as may be agreed between the Cash Manager, the Issuer, the Seller Guarantor and the Security Bond Trustee) provided that: (a) a substitute cash manager shall Substitute Cash Manager will be appointed, such appointment to be effective not later than the date of such terminationresignation; (b) such substitute cash manager Substitute Cash Manager has the requisite cash management experience to perform the functions to be given to it under this Agreement and is approved in writing by each of the Issuer Guarantor and the Security Bond Trustee, and has at least the Cash Manager Required Ratings; (c) such substitute cash manager the Substitute Cash Manager enters into an agreement substantially on the same terms as the relevant provisions of this Agreement (or on such terms as are satisfactory to the Issuer Guarantor and the Security Bond Trustee) ), and the Cash Manager shall will not be released from its obligations under the relevant provisions of this Agreement until such substitute cash manager Substitute Cash Manager has entered into such new agreement and the rights of the Issuer Guarantor under such agreement are charged in favour of the Security Bond Trustee on terms satisfactory to the Security Bond Trustee. Any such agreement shall comply with the CMHC Guide and shall include a covenant on the part of the Substitute Cash Manager to comply with the CMHC Guide in the performance of its duties and obligations thereunder; and (d) (if Notes remain outstanding) the then current ratings Rating Agency Condition has been satisfied with respect to such resignation and the appointment of the Class A Notes are not adversely affected as a result thereofSubstitute Cash Manager, unless the Noteholders otherwise agree agreed by an Extraordinary ResolutionResolution of the Covered Bondholders.

Resignation of Cash Manager. The appointment of the Cash Manager under this Agreement may be terminated upon the expiry of not less than 12 months' written notice of termination given by the Cash Manager to the IssuerMortgages Trustee, the Seller Funding Companies and the Funding Security Trustee without providing any reason therefor and without being responsible for any liability incurred by reason thereof unless such liability arises as a result of its own negligence, wilful default or fraud or from any breach by the Cash Manager of its obligations under this Agreement (or such shorter time as may be agreed between the Cash Manager, the Issuer, the Seller and the Security Trustee) provided thatTrustees PROVIDED THAT: (a) a substitute cash manager shall be appointed, such appointment to be effective not later than the date of such termination; (b) such substitute cash manager has the requisite cash management experience to perform the functions to be given to it under this Agreement and is approved in writing by the Issuer Funding Companies and the Funding Security TrusteeTrustees; (c) such the substitute cash manager enters into an agreement substantially on the same terms as the relevant provisions of this Agreement (or on such terms as are satisfactory to the Issuer and the Security Trustee) and the Cash Manager shall not be released from its obligations under the relevant provisions of this Agreement until such substitute cash manager has entered into such new agreement and the rights of the Issuer Funding Companies under such agreement are charged in favour of the Funding Security Trustee Trustees on terms satisfactory to the Funding Security TrusteeTrustees; and (d) (if Notes remain outstanding) the then current ratings of the Class A any Rated Notes are then outstanding or any rated debt instruments of a Funding Company (if applicable) then outstanding would not adversely affected be downgraded, withdrawn or qualified as a result thereofthereof (it being acknowledged that none of the Rating Agencies has any obligation to provide such confirmation at any time and that the confirmation of one of the Rating Agencies may be sufficient for such purpose in respect of the Rated Notes), unless the Noteholders otherwise agree agreed by an Extraordinary ResolutionResolution of the holders of each class of the Rated Notes then outstanding (or the equivalent approval is obtained in respect of such other rated debt instruments) affected thereby.

Resignation of Cash Manager. The appointment of the Cash Manager under this Agreement may be terminated upon the expiry of not less than 12 months' written notice of termination given by the Cash Manager to the IssuerMortgages Trustee, the Seller Funding 1 and the Security Trustee without providing any reason therefor and without being responsible for any liability incurred by reason thereof unless such liability arises as a result of its own negligence, wilful default or fraud or from any breach by the Cash Manager of its obligations under this Agreement (or such shorter time as may be agreed between the Cash Manager, the Issuer, the Seller and the Security Trustee) provided thatPROVIDED THAT: (a) the Mortgages Trustee, Funding 1 and the Security Trustee consent in writing to such termination; (b) a substitute cash manager shall be appointed, such appointment to be effective not later than the date of such termination; (bc) such substitute cash manager has the requisite cash management experience to perform the functions to be given to it under this Agreement and is approved in writing by the Issuer Mortgages Trustee, Funding 1 and the Security Trustee; (cd) such the substitute cash manager enters into an agreement substantially on the same terms as the relevant provisions of this Agreement (or on such terms as are satisfactory to the Issuer and the Security Trustee) and the Cash Manager shall not be released from its obligations under the relevant provisions of this Agreement until such substitute cash manager has entered into such new agreement and the rights of the Issuer Mortgages Trustee and Funding 1 under such agreement are charged in favour of the Security Trustee on terms satisfactory to the Security Trustee; and (d) (if Notes remain outstandinge) the then current ratings of the Class A Notes are not adversely affected as a result thereof, unless the Noteholders otherwise agree agreed by an Extraordinary ResolutionResolution (as defined in the trust deeds of each Issuer) of the holders of each class of the Notes of each Issuer.

Resignation of Cash Manager. The appointment of the Cash Manager under this Agreement may be terminated upon the expiry of not less than 12 six months' written notice of termination given by the Cash Manager to the Issuer, the Seller Issuer and the Security Trustee without providing any reason therefor and without being responsible for any liability incurred by reason thereof unless such liability arises as a result of its own gross negligence, wilful default or fraud or from any breach by the Cash Manager of its obligations under this Agreement (or such shorter time as may be agreed between the Cash Manager, the Issuer, the Seller and the Security Trustee) ); provided that: (a) a substitute cash manager shall be appointedappointed by the Cash Manager, such appointment to be effective not later than the date of such termination; (b) such substitute cash manager has the requisite cash management experience to perform the functions to be given to it under this Agreement and is approved in writing by the Issuer and the Security Trustee;; and (c) such substitute cash manager enters into an agreement substantially on the same terms as the relevant provisions of this Agreement Agreement, provided that (or on i) where the Issuer determines that it is not practicable, taking into account the then prevailing market conditions, to agree terms substantially similar to those set out in this Agreement, the Issuer shall have certified in writing to the Security Trustee that, to the extent the terms are not substantially similar as aforementioned, such terms as are satisfactory fair and commercial terms taking into account the then prevailing current market conditions, which certificate shall be conclusive and binding on all parties and the Secured Creditors and (ii) the Security Trustee shall not be obliged to enter into any such arrangements if to do so would, in the Issuer and sole opinion of the Security Trustee) and , have the effect of increasing the obligations or duties, or decreasing the protections, of the Security Trustee in the Transaction Documents and/or the Conditions. The Cash Manager shall not be released from its obligations under the relevant provisions of this Agreement until such substitute cash manager has entered into such new agreement and the rights of the Issuer under such agreement are charged in favour of the Security Trustee on terms satisfactory to the Security Trustee; and (d) (if Notes remain outstanding) the then current ratings of the Class A Notes are not adversely affected as a result thereof, unless the Noteholders otherwise agree by an Extraordinary Resolution.