Common use of Termination Event Clause in Contracts

Termination Event. If any of the following events (each a "Termination Event") shall occur: (a) default is made by the Administrator in the payment on the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (ai) default is made any Pledged Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests; (ii) any Pledged Treasury Securities; and (iii) any payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to its interest in the payment on Applicable Ownership Interests (as specified in clause (i) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) in the Treasury Portfolio, the Purchase Contract Agent shall dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio. (b) default is made If such Termination Event shall result from the Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and payments by Holders (or the Administrator in the performance or observance Permitted Investments of such payments) pursuant to Section 5.05 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.04, the Purchase Contract Agent shall: (i) use its other covenants best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04 and material obligations under this Agreement shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the other Transaction Documentsforegoing, which as the case may be, the Security Trustee having been informed thereof as specified below provided in this sub-clauseSection 5.04, is materially prejudicial to then the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) Purchase Contract Agent shall within fifteen days after the Administrator becoming aware occurrence of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period commence an action or proceeding in the Administrator replaces court having jurisdiction of the relevant sub-contractor or delegate with Company’s case under the Bankruptcy Code seeking an entity capable order requiring the Collateral Agent to effectuate the release and transfer of remedying such default or alternatively indemnifies the Mortgages Trustee all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the Beneficiaries against payments by Holders (or the consequences Permitted Investments of such default; (cpayments) pursuant to Section 5.05 hereof and Proceeds of any of the Administrator at any time fails to obtain foregoing, or as the necessary license or regulatory approval required case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loansthis Section 5.04; or (dii) commence an action or proceeding like that described in Section 5.04(b)(i) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (a1) default is made by any Pledged [Preferred Securities] [Notes]or securities entitlements with respect thereto [or the Administrator Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the payment on Treasury Portfolio (if a Tax Event Redemption has occurred and the due date Treasury Portfolio has become a component of the SPC Units) or the Pledged Notes (if the Trust has been dissolved and liquidated, and the or securities entitlements with respect thereto have become a component of the SPC Units)]; and (2) any Pledged Treasury Securities, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders in accordance with their respective interests, free and clear of any payment due and payable by it under this Agreement and such default continues unremedied for a period lien, pledge or security interest or other interest created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to his interest in the Applicable Ownership Interest (as specified in clause (A) of five London Business Days after the Administrator becoming aware definition of such default;term) in the Treasury Portfolio, the Purchase Contract Agent shall have the right to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio. (b) default is made by If such Termination Event shall result from the Administrator Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged [Preferred Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the performance Treasury Portfolio, the Pledged] Notes or observance of any of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4, the Purchase Contract Agent shall: (1) use its other covenants and material obligations under this Agreement or any best efforts to (i) obtain, at the expense of the other Transaction DocumentsCompany, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, and (ii) deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20B) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; opinion, to refuse to effectuate the release and Transfer of all Pledged [Preferred Securities, the Applicable Ownership Interest (cas specified in clause (A) of the Administrator at definition of such term) in the Treasury Portfolio, the Pledged] Notes, all the Pledged Treasury Securities or the Proceeds of any time fails of the foregoing, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence (subject to obtain Section 7.1(b)(3) of the necessary license Purchase Contract Agreement) an action or regulatory approval required proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged [Preferred Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, the Pledged] Notes or all the Pledged Treasury Securities, as the case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loansthis Section 5.4; or (d2) the Administrator becomes commence (subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date Section 7.1(b)(3) of the noticePurchase Contract Agreement) specified an action or proceeding like that described in clause 5.4(b)(1)(B) hereof within ten days after the occurrence of such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the AdministratorTermination Event.

Termination Event. If Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Debentures underlying Pledged Applicable Ownership Interests in Debentures (or, if (i) a Special Event Redemption if the proceeds thereof were used to acquire the Treasury Portfolio in accordance with the Purchase Contract Agreement, (ii) a Mandatory Redemption if the proceeds thereof were used to acquire the Treasury Portfolio in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing, as the case may be, has occurred, the Pledged Applicable Ownership Interests in the Treasury Portfolio) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the following events (each Holders of the Corporate Units and the Treasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company’s becoming a "Termination Event") debtor under the Bankruptcy Code, and if the Collateral Agent shall occur: (a) default is made for any reason fail promptly to effectuate the release and Transfer of all Pledged Applicable Ownership Interests in Debentures, the Pledged Applicable Ownership Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, any Holder may, and the Purchase Contract Agent shall, upon receipt from the Holders of security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by the Administrator Purchase Contract Agent in the payment on the due date compliance with this paragraph, (i) use its reasonable best efforts to obtain an opinion of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company being the debtor in such a default by bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) any person such Holder or the Purchase Contract Agent shall be unable to whom obtain such opinion within ten days after the Administrator has sub-contracted or delegated part occurrence of its obligations hereunder, such default shall not constitute a Termination Event if within or (B) the Collateral Agent shall continue, after delivery of such twenty (20) day period opinion, to refuse to effectuate the Administrator replaces release and Transfer of all Pledged Applicable Ownership Interests in Debentures, the relevant sub-contractor Pledged Applicable Ownership Interests in the Treasury Portfolio or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then any Holder may, and the Beneficiaries against Purchase Contract Agent shall within 15 days after the consequences occurrence of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Termination Event, then commence an action or proceeding in the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the notice) specified Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Applicable Ownership Interests in such notice. Upon termination Debentures, the Pledged Applicable Ownership Interests in the Treasury Portfolio or of the AdministratorPledged Treasury Securities, as the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c)case may be, as provided by this Section 4.3 or (dii) and (e), provided that commence an action or proceeding in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision court with jurisdiction of the Transaction Documents, shall not itself be required to perform any duties Company’s case under the Bankruptcy Code like that described in clause (i)(B) of this Section 4.3 within ten days after the Administratoroccurrence of such Termination Event.

Termination Event. If Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Debentures underlying Pledged Applicable Ownership Interests in Debentures (or, if (i) a Special Event Redemption, (ii) a Mandatory Redemption if the proceeds thereof were used to acquire the Treasury Portfolio in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing, as the case may be, has occurred, the Pledged Applicable Ownership Interests in the Treasury Portfolio) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the following events (each Holders of the Corporate Units and the Treasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company’s becoming a "Termination Event") debtor under the Bankruptcy Code, and if the Collateral Agent shall occur: (a) default is made for any reason fail promptly to effectuate the release and Transfer of all Pledged Applicable Ownership Interests in Debentures, the Pledged Applicable Ownership Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, any Holder may, and the Purchase Contract Agent shall, upon receipt from the Holders of security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by the Administrator Purchase Contract Agent in the payment on the due date compliance with this paragraph, (i) use its reasonable best efforts to obtain an opinion of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company being the debtor in such a default by bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) any person such Holder or the Purchase Contract Agent shall be unable to whom obtain such opinion within ten days after the Administrator has sub-contracted or delegated part occurrence of its obligations hereunder, such default shall not constitute a Termination Event if within or (B) the Collateral Agent shall continue, after delivery of such twenty (20) day period opinion, to refuse to effectuate the Administrator replaces release and Transfer of all Pledged Applicable Ownership Interests in Debentures, the relevant sub-contractor Pledged Applicable Ownership Interests in the Treasury Portfolio or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then any Holder may, and the Beneficiaries against Purchase Contract Agent shall within 15 days after the consequences occurrence of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Termination Event, then commence an action or proceeding in the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the notice) specified Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Applicable Ownership Interests in such notice. Upon termination Debentures, the Pledged Applicable Ownership Interests in the Treasury Portfolio or of the AdministratorPledged Treasury Securities, as the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c)case may be, as provided by this Section 4.3 or (dii) and (e), provided that commence an action or proceeding in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision court with jurisdiction of the Transaction Documents, shall not itself be required to perform any duties Company’s case under the Bankruptcy Code like that described in clause (i)(B) of this Section 4.3 within ten days after the Administratoroccurrence of such Termination Event.

Termination Event. If any of the following events (each a "Termination Event") shall occur: (a) default is made Upon receipt by the Administrator Collateral Agent of written notice from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Senior Notes or security entitlement with respect thereto, any Pledged Treasury Portfolio Interest or security entitlement with respect thereto and any Pledged Treasury Securities or security entitlement with respect thereto to the Purchase Contract Agent for the benefit of the Holders, for distribution to such Holders in the payment on the due date accordance with their respective interests, free and clear of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default;lien, pledge or security interest or other interest created hereby. (b) default is made by If such Termination Event shall result from the Administrator in Company's becoming a debtor under the performance or observance Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which all Pledged Senior Notes, the Security Trustee having been informed thereof Pledged Treasury Portfolio Interest or the Pledged Treasury Securities or security entitlements with respect thereto, as specified below in the case may be, as provided by this sub-clauseSection 5.4, is materially prejudicial the Purchase Contract Agent shall: (1) request an opinion letter of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20B) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at release and Transfer of all Pledged Senior Notes, all Pledged Treasury Portfolio Interest, all Pledged Treasury Securities or the Proceeds of any time fails of the foregoing, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall within thirty days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to obtain effectuate the necessary license release and transfer of all Pledged Senior Notes, all Pledged Treasury Portfolio Interest or regulatory approval required all the Pledged Treasury Securities or security entitlements with respect thereto, as the case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loansthis Section 5.4; or (d2) commence an action or proceeding like that described in Section 5.4(b)(1)(B) hereof within ten days after the Administrator becomes subject occurrence of such Termination Event. The Purchase Contract Agent shall be deemed to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement have complied with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(cSection 5.4(b)(1), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform commence any duties of action or proceeding referred to therein, if it shall have either obtained such an opinion letter or requested such an opinion from three such nationally recognized law firms reasonably acceptable to the AdministratorCollateral Agent.

Termination Event. If Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Preferred Securities (or the Applicable Ownership Interest of the following events (each Treasury Portfolio if a "Termination Event"Tax Event Redemption has occurred) shall occur: (a) default is made by and Pledged Treasury Securities to the Administrator in Purchase Contract Agent for the payment on benefit of the due date Holders of the Income PRIDES and the Growth PRIDES, respectively, free and clear of any payment due lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and payable by it under this Agreement if the Collateral Agent shall for any reason fail promptly to effectuate the release and such default continues unremedied for a period Transfer of five London Business Days after all Pledged Preferred Securities, the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance Treasury Portfolio or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction DocumentsPledged Treasury Securities, which as the case may be, as provided by this Section 4.3, the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial Purchase Contract Agent shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20z) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at any time fails to obtain release and Transfer of all Pledged Preferred Securities, of the necessary license Treasury Portfolio or regulatory approval required by any UK mortgage regulatory regime which would be required of the Pledged Treasury Securities, as the case may be, as provided in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Eventthis Section 4.3, then the Mortgages Trustee and/or Funding and Purchase Contract Agent shall within fifteen days after the Security Trustee may at once occurrence of such Termination Event commence an action or at any time thereafter while such default continues, by notice proceeding in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the notice) specified in such notice. Upon termination Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Securities, of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision Treasury Portfolio or of the Transaction DocumentsPledged Treasury Securities, shall not itself be required to perform any duties as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (i)(z) hereof within ten days after the occurrence of the Administratorsuch Termination Event.

Termination Event. If any of the following events (each a "Termination Event") shall occur: (a) default is made Upon receipt by the Administrator Collateral Agent of written notice from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Senior Notes and any Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders, for distribution to such Holders in the payment on the due date accordance with their respective interests, free and clear of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default;lien, pledge or security interest or other interest created hereby. (b) default is made If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Senior Notes or the Pledged Treasury Securities, as the case may be, as provided by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which Section 5.4, the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial Purchase Contract Agent shall: (1) request an opinion letter of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20B) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at release and Transfer of all Pledged Senior Notes, all the Pledged Treasury Securities or the Proceeds of any time fails of the foregoing, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall within thirty days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to obtain effectuate the necessary license release and transfer of all Pledged Senior Notes or regulatory approval required all the Pledged Treasury Securities, as the case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loansthis Section 5.4; or (d2) commence an action or proceeding like that described in clause 5.4(b)(1)(B) hereof within ten days after the Administrator becomes subject occurrence of such Termination Event. The Purchase Contract Agent shall be deemed to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement have complied with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(cSection 5.4(b)(1), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform commence any duties of action or proceeding referred to therein, if it shall have either obtained such an opinion letter or requested such an opinion from three such nationally recognized law firms reasonably acceptable to the AdministratorCollateral Agent.

Termination Event. If Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debentures (or, if (i) a Tax Event Redemption or (ii) a successful remarketing of the following events (each Debentures, as the case may be, has occurred, the Pledged Applicable Ownership Interest in the Treasury Portfolio) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Corporate Units and the Treasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a "Termination Event") debtor under the Bankruptcy Code, and if the Collateral Agent shall occur: (a) default is made for any reason fail promptly to effectuate the release and Transfer of all Pledged Debentures, the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, any Holder may, and the Purchase Contract Agent shall, upon receipt from the Holders of security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by the Administrator Purchase Contract Agent in the payment on the due date compliance with this paragraph, (i) use its reasonable best efforts to obtain an opinion of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company being the debtor in such a default by bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) any person such Holder or the Purchase Contract Agent shall be unable to whom obtain such opinion within ten days after the Administrator has sub-contracted or delegated part occurrence of its obligations hereunder, such default shall not constitute a Termination Event if within or (z) the Collateral Agent shall continue, after delivery of such twenty (20) day period opinion, to refuse to effectuate the Administrator replaces release and Transfer of all Pledged Debentures, the relevant sub-contractor appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then any Holder may, and the Beneficiaries against Purchase Contract Agent, shall within 15 days after the consequences occurrence of such default; (c) Termination Event commence an action or proceeding in the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the notice) specified Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Debentures, the appropriate Pledged Applicable Ownership Interest in such notice. Upon termination the Treasury Portfolio or of the AdministratorPledged Treasury Securities, as the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c)case may be, as provided by this Section 4.3 or (dii) and (e), provided that commence an action or proceeding in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision court with jurisdiction of the Transaction Documents, shall not itself be required to perform any duties Company's case under the Bankruptcy Code like that described in subsection (i)(z) hereof within ten days after the occurrence of the Administratorsuch Termination Event.

Termination Event. If any of the following events (each a "Termination Event") shall occur: (a) default is made Upon receipt by the Administrator in Collateral Agent of written notice from the payment on Company or the due date Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any payment due and payable by it under this Agreement and such default continues unremedied for a period lien, pledge or security interest or other interest created in favor of five London Business Days after the Administrator becoming aware of such default;Collateral Agent hereby. (b) default is made by If such Termination Event shall result from the Administrator in Company's becoming a debtor under the performance Bankruptcy Code or observance of any of its other covenants and material obligations becoming subject to a petition under this Agreement or any clause (ii) of the other Transaction Documentsdefinition of Bankruptcy Law, which and if the Collateral Agent shall fail for any reason to promptly effectuate, the Security Trustee having been informed thereof release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as specified below in the case may be, as provided by this sub-clauseSection 4.3, is materially prejudicial the Purchase Contract Agent, shall: (i) use its best efforts to obtain, at the expense of the Company, an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case or becoming subject to whom a petition under clause (ii) of the Administrator has sub-contracted definition of Bankruptcy Law, the Collateral Agent will not be prohibited from releasing or delegated part Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20z) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at any time fails release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the applicable Bankruptcy Law seeking an order requiring the Collateral Agent to obtain effectuate the necessary license release and transfer of all Pledged Notes, Pledged Treasury Consideration or regulatory approval required Pledged Treasury Securities, as the case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loansthis Section 4.3; or (dii) commence an action or proceeding like that described in subsection (i)(z) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If This Agreement may be terminated by either CAT or XOMA upon any material breach or default by XOMA or CAT, as the case may be, in the performance of any obligation or condition of this Agreement or if any representation or warranty made by XOMA or CAT, as the following events case may be, in this Agreement is untrue or materially misleading, in any case effective fifteen (each 15) days after giving notice to the breaching party of such termination in the case of a "Termination Event"payment breach and sixty (60) days after giving written notice to the breaching party of such termination in the case of any other breach, which notice shall occur: describe such breach in reasonable detail. The foregoing notwithstanding, (a) default if such breach is made by cured or shown to be non-existent within the Administrator in aforesaid fifteen (15) or sixty (60) day period, the payment on notice shall be deemed automatically withdrawn and of no effect and the due date notifying party shall provide written notice to the breaching party of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; withdrawal; (b) default is made by no such termination shall be effective so long as the Administrator parties are engaged in the performance arbitration under Section 8.13 in connection with such breach or observance of default; and (c) with respect to any of its other covenants and material obligations under this Agreement person or any entity constituting a CAT Collaborator as of the other Transaction Documentsdate of such a termination by XOMA, which any such termination shall be effective against such CAT Collaborator unless, the Security Trustee having been informed thereof as specified below in this subwithin forty-clause, is materially prejudicial to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty five (2045) days after the Administrator becoming aware written notice from XOMA of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereundertermination, such default shall not constitute CAT Collaborator executes a Termination Event if within written agreement with XOMA directly obligating such twenty (20) day period CAT Collaborator to comply with all of the Administrator replaces the relevant sub-contractor or delegate with an entity capable provisions of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement applicable to CAT Collaborators and to fulfill the obligations of CAT (including without limitation any royalty obligations) with effect from a date (not earlier than respect to any and all Licensed Antibody Phage Display Materials and Licensed Immunoglobulins Disposed of by CAT to such CAT Collaborator as of the date of the notice) specified in such noticetermination. Upon any termination by XOMA under this Section 7.2, CAT shall promptly (and in any event not later than forty-five (45) days thereafter) deliver to XOMA a written report specifying as of the Administrator, date of such termination the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(cinformation required by Section 2.5(a), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes (or the Applicable Ownership Interest of the following events (each Treasury Portfolio if a "Termination Event"Tax Event Redemption or a Successful Initial Remarketing has occurred) shall occur: (a) default is made by and Pledged Treasury Securities to the Administrator in Purchase Contract Agent for the payment on benefit of the due date Holders of the Income PRIDES and the Growth PRIDES, respectively, free and clear of any payment due lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and payable by it under this Agreement if the Collateral Agent shall for any reason fail promptly to effectuate the release and such default continues unremedied for a period Transfer of five London Business Days after all Pledged Notes, the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance Treasury Portfolio or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction DocumentsPledged Treasury Securities, which as the case may be, as provided by this Section 4.3, the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial Purchase Contract Agent shall (i) use reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20z) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at any time fails to obtain release and Transfer of all Pledged Notes, the necessary license Treasury Portfolio or regulatory approval required by any UK mortgage regulatory regime which would be required the Pledged Treasury Securities, as the case may be, as provided in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Eventthis Section 4.3, then the Mortgages Trustee and/or Funding and Purchase Contract Agent shall within fifteen days after the Security Trustee may at once occurrence of such Termination Event commence an action or at any time thereafter while such default continues, by notice proceeding in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the notice) specified in such notice. Upon termination Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, the Treasury Portfolio or of the AdministratorPledged Treasury Securities, as the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that satisfies described in subsection (i)(z) hereof within ten days after the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision occurrence of the Transaction Documents, shall not itself be required to perform any duties of the Administratorsuch Termination Event.

Termination Event. If (a) Upon receipt by the Collateral Agent of written notice from the Corporation, the Property Trustee or any of the following events (each Regular Trustees of the Trust that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (ai) default is made by any Pledged Notes; (ii) the Administrator in Proceeds of the payment on Bank of America Deposit; and (iii) any Pledged Treasury Securities, to the due date Property Trustee, free and clear of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default;Pledge created hereby. (b) default is made by If such Termination Event shall result from the Administrator in Corporation’s becoming a debtor under Bankruptcy Laws, and if the performance or observance Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the Bank of America Deposit and Proceeds of any of its other covenants the foregoing, as the case may be, as provided by this Section 6.04, the Regular Trustees shall: (i) use their best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Corporation being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 6.04 and material obligations under this Agreement shall deliver or cause to be delivered such opinion to the Collateral Agent within ten calendar days after the occurrence of such Termination Event, and if (A) the Regular Trustees shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the Bank of America Deposit and Proceeds of any of the other Transaction Documentsforegoing, which as the case may be, the Security Trustee having been informed thereof as specified below provided in this sub-clauseSection 6.04, is materially prejudicial then the Property Trustee, pursuant to the interests written direction of the holders Regular Trustees, shall, subject to Article VIII of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) Declaration, within fifteen calendar days after the Administrator becoming aware Property Trustee has received such direction from the Regular Trustees, commence an action or proceeding in the court having jurisdiction of such defaultthe Corporation’s case under the Bankruptcy Laws seeking an order requiring the Collateral Agent to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the Bank of America Deposit and Proceeds of any of the foregoing, or as the case may be, as provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loansthis Section 6.04; or (dii) commence an action or proceeding like that described in Section 6.04(b)(i) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Debentures underlying Pledged Applicable Ownership Interests in Debentures (or, if (i) a Special Event Redemption, (ii) a Mandatory Redemption if the proceeds thereof were used to acquire the Treasury Portfolio in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing, as the case may be, has occurred, the Pledged Applicable Ownership Interests in the Treasury Portfolio) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the following events (each Holders of the Corporate Units and the Treasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a "Termination Event") debtor under the Bankruptcy Code, and if the Collateral Agent shall occur: (a) default is made for any reason fail promptly to effectuate the release and Transfer of all Pledged Applicable Ownership Interests in Debentures, the Pledged Applicable Ownership Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, any Holder may, and the Purchase Contract Agent shall, upon receipt from the Holders of security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by the Administrator Purchase Contract Agent in the payment on the due date compliance with this paragraph, (i) use its reasonable best efforts to obtain an opinion of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company being the debtor in such a default by bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) any person such Holder or the Purchase Contract Agent shall be unable to whom obtain such opinion within ten days after the Administrator has sub-contracted or delegated part occurrence of its obligations hereunder, such default shall not constitute a Termination Event if within or (B) the Collateral Agent shall continue, after delivery of such twenty (20) day period opinion, to refuse to effectuate the Administrator replaces release and Transfer of all Pledged Applicable Ownership Interests in Debentures, the relevant sub-contractor Pledged Applicable Ownership Interests in the Treasury Portfolio or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then any Holder may, and the Beneficiaries against Purchase Contract Agent shall within 15 days after the consequences occurrence of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Termination Event, then commence an action or proceeding in the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the notice) specified Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Applicable Ownership Interests in such notice. Upon termination Debentures, the Pledged Applicable Ownership Interests in the Treasury Portfolio or of the AdministratorPledged Treasury Securities, as the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c)case may be, as provided by this Section 4.3 or (dii) and (e), provided that commence an action or proceeding in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision court with jurisdiction of the Transaction Documents, shall not itself be required to perform any duties Company's case under the Bankruptcy Code like that described in clause (i)(B) of this Section 4.3 within ten days after the Administratoroccurrence of such Termination Event.

Termination Event. If any of the following events (each a "Termination Event") shall occur: (a) default is made by the Administrator in the payment on the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which which, the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Stock Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (aA) default is made any Pledged Trust Preferred Securities or security entitlements with respect thereto; (B) any Pledged Treasury Securities or security entitlements with respect thereto; and (C) any payments by Holders (or the Administrator in the payment on the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware Permitted Investments of such default;payments) pursuant to Section 5.05 hereof, to the Stock Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby. (b) default is made If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Trust Preferred Securities, Pledged Treasury Securities and payments by Holders (or the Administrator in the performance or observance Permitted Investments of such payments) pursuant to Section 5.05 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.04, the Stock Purchase Contract Agent shall: (A) use its other covenants best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04 and material obligations under this Agreement shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Stock Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Trust Preferred Securities, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the other Transaction Documentsforegoing, which as the case may be, the Security Trustee having been informed thereof as specified below provided in this sub-clauseSection 5.04, is materially prejudicial to then the interests Stock Purchase Contract Agent shall, upon receipt of instructions in accordance with the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) Stock Purchase Contract Agreement, within fifteen days after the Administrator becoming aware occurrence of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period commence an action or proceeding in the Administrator replaces court having jurisdiction of the relevant sub-contractor or delegate with Company's case under the Bankruptcy Code seeking an entity capable order requiring the Collateral Agent to effectuate the release and transfer of remedying such default or alternatively indemnifies the Mortgages Trustee all Pledged Trust Preferred Securities, Pledged Treasury Securities and the Beneficiaries against payments by Holders (or the consequences Permitted Investments of such default; (cpayments) pursuant to Section 5.05 hereof and Proceeds of any of the Administrator at any time fails to obtain foregoing, or as the necessary license or regulatory approval required case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loansthis Section 5.04; or (dB) upon receipt of instructions in accordance with the Administrator becomes subject to Stock Purchase Contract Agreement, commence an Insolvency action or proceeding like that described in Section 5.04(b)(i) hereof within ten days after the occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any of the following events (each a "Termination Event") shall occur: (a) default is made Upon receipt by the Administrator Collateral Agent of written notice from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Senior Notes, any Pledged Treasury Portfolio Interest and any Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders, for distribution to such Holders in the payment on the due date accordance with their respective interests, free and clear of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default;lien, pledge or security interest or other interest created hereby. (b) default is made by If such Termination Event shall result from the Administrator in Company's becoming a debtor under the performance or observance Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which all Pledged Senior Notes, the Security Trustee having been informed thereof Pledged Treasury Portfolio Interest or Pledged Treasury Securities, as specified below in the case may be, as provided by this sub-clauseSection 5.4, is materially prejudicial the Purchase Contract Agent shall: (1) request an opinion letter of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20B) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at release and Transfer of all Pledged Senior Notes, the Pledged Treasury Portfolio Interest or Pledged Treasury Securities or the Proceeds of any time fails of the foregoing, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall within thirty days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to obtain effectuate the necessary license release and transfer of all Pledged Senior Notes, the Pledged Treasury Portfolio Interest or regulatory approval required all the Pledged Treasury Securities, as the case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loansthis Section 5.4; or (d2) commence an action or proceeding like that described in clause 5.4(b)(1)(B) hereof within ten days after the Administrator becomes subject occurrence of such Termination Event. The Purchase Contract Agent shall be deemed to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement have complied with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(cSection 5.4(b)(1), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform commence any duties of action or proceeding referred to therein, if it shall have either obtained such an opinion letter or requested such an opinion from three such nationally recognized law firms reasonably acceptable to the AdministratorCollateral Agent.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (ai) default is made any Pledged Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests; (ii) any Pledged Treasury Securities, and (iii) any payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to its interest in the payment on Applicable Ownership Interests (as specified in clause (i) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) in the Treasury Portfolio, the Purchase Contract Agent shall dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio. (b) default is made If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and payments by Holders (or the Administrator in the performance or observance Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.04, the Purchase Contract Agent shall: (i) use its other covenants best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04, and material obligations under this Agreement shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the other Transaction Documentsforegoing, which as the case may be, the Security Trustee having been informed thereof as specified below provided in this sub-clauseSection 5.04, is materially prejudicial to then the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) Purchase Contract Agent shall within fifteen days after the Administrator becoming aware occurrence of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period commence an action or proceeding in the Administrator replaces court having jurisdiction of the relevant sub-contractor or delegate with Company's case under the Bankruptcy Code seeking an entity capable order requiring the Collateral Agent to effectuate the release and transfer of remedying such default or alternatively indemnifies the Mortgages Trustee all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the Beneficiaries against payments by Holders (or the consequences Permitted Investments of such default; (cpayments) pursuant to Section 5.05 hereof and Proceeds of any of the Administrator at any time fails to obtain foregoing, or as the necessary license or regulatory approval required case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loansthis Section 5.04; or (dii) commence an action or proceeding like that described in clause 5.04(b)(i) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (a1) default is made by any Pledged Notes or securities entitlements with respect thereto [or the Administrator Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the payment on Treasury Portfolio (if a Tax Event Redemption has occurred and the due date Treasury Portfolio has become a component of the SPC Units)]; and (2) any Pledged Treasury Securities, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders in accordance with their respective interests, free and clear of any payment due and payable by it under this Agreement and such default continues unremedied for a period lien, pledge or security interest or other interest created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to his interest in the Applicable Ownership Interest (as specified in clause (A) of five London Business Days after the Administrator becoming aware definition of such default;term) in the Treasury Portfolio, the Purchase Contract Agent shall have the right to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio. (b) default is made by If such Termination Event shall result from the Administrator Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Notes [or the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the performance Treasury Portfolio,] or observance of any of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4, the Purchase Contract Agent shall: (1) use its other covenants and material obligations under this Agreement or any best efforts to (i) obtain, at the expense of the other Transaction DocumentsCompany, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company’s being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, and (ii) deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20B) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; opinion, to refuse to effectuate the release and Transfer of all Pledged Notes [or the Applicable Ownership Interest (cas specified in clause (A) of the Administrator at definition of such term) in the Treasury Portfolio,] all the Pledged Treasury Securities or the Proceeds of any time fails of the foregoing, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence (subject to obtain Section 7.1(b)(3) of the necessary license Purchase Contract Agreement) an action or regulatory approval required proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged [Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, the Pledged] Notes or all the Pledged Treasury Securities, as the case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loansthis Section 5.4; or (d2) the Administrator becomes commence (subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date Section 7.1(b)(3) of the noticePurchase Contract Agreement) specified an action or proceeding like that described in clause 5.4(b)(1)(B) hereof within ten days after the occurrence of such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the AdministratorTermination Event.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (ai) default is made any Pledged [Subordinated] Notes or security entitlements with respect thereto or the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio (if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Stock Purchase Units); (ii) any Pledged Treasury Securities, and (iii) payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to his interest in the payment on Applicable Ownership Interest (as specified in clause (A) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) of the Treasury Portfolio, the Purchase Contract Agent shall have the right to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio. (b) default is made by If such Termination Event shall result from the Administrator Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged [Subordinated] Notes, the Applicable Ownership Interest (as specified in the performance or observance of any of its other covenants and material obligations under this Agreement or any clause (A) of the other Transaction Documents, which definition of such term) of the Treasury Portfolio, the Security Trustee having been informed thereof Pledged Treasury Securities or payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof, as specified below in the case may be, as provided by this sub-clauseSection 5.04, is materially prejudicial the Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20B) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; opinion, to refuse to effectuate the release and Transfer of all Pledged [Subordinated] Notes, Applicable Ownership Interest (cas specified in clause (A) of the Administrator at definition of such term) of the Treasury Portfolio, the Pledged Treasury Securities, the payments by Holders or the Permitted Investments of such payments pursuant to Section 5.05 hereof or the Proceeds of any time fails of the foregoing, as the case may be, as provided in this Section 5.04, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to obtain effectuate the necessary license release and transfer of all Pledged [Subordinated] Notes, Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged Treasury Securities, or regulatory approval required the payments by any UK mortgage regulatory regime which would be required in order Holders or the Permitted Investments of such payments pursuant to enable it to continue administering Section 5.05 hereof, or as the Mortgage Loanscase may be, as provided by this Section 5.04; or (dii) commence an action or proceeding like that described in clause 5.04(b)(i) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (a1) default is made by any Pledged Debentures, and (2) any Pledged Treasury Securities to the Administrator Purchase Contract Agent for the benefit of the Holders, for distribution to such Holders in the payment on the due date accordance with their respective interests, free and clear of any payment due and payable lien, pledge or security interest or other interest created by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default;Agreement. (b) default is made If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debentures and Pledged Treasury Securities as provided by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which Section 5.4, the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial Purchase Contract Agent shall: (1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all the Pledged Debentures, all the Pledged Treasury Securities or the Proceeds of any of the foregoing, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such twenty (20) day period Termination Event commence an action or proceeding in the Administrator replaces court having jurisdiction of the relevant sub-contractor or delegate with Company's case under the Bankruptcy Code seeking an entity capable order requiring the Collateral Agent to effectuate the release and transfer of remedying such default or alternatively indemnifies all the Mortgages Trustee Pledged Debentures, all the Pledged Treasury Securities, and the Beneficiaries against Proceeds of any of the consequences of such default; (c) foregoing, as the Administrator at any time fails to obtain the necessary license or regulatory approval required case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loansthis Section 5.4; or (d2) commence an action or proceeding like that described in Section 5.4(b)(1)(B) within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any of the following events (each a "Termination Event") shall occur: (a) default is made Upon receipt by the Administrator Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the payment on Treasury Portfolio, as the due date case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default;lien, pledge or security interest or other interest created hereby. (b) default is made by If such Termination Event shall result from the Administrator Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the performance Treasury Portfolio, or observance of any of Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall (i) use its other covenants and material obligations under this Agreement or any best efforts to obtain at the expense of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial Company an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20z) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at any time fails release and Transfer of all Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to obtain effectuate the necessary license release and transfer of all Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or regulatory approval required Pledged Treasury Securities, as the case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; this Section 4.3 or (dii) commence an action or proceeding like that described in subsection (i)(z) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Preferred Securities (or the Applicable Ownership Interest of the following events (each Treasury Portfolio if a "Termination Event"Tax Event Redemption has occurred) shall occur: (a) default is made by and Pledged Treasury Securities to the Administrator in Purchase Contract Agent for the payment on benefit of the due date Holders of the Income PRIDES and the Growth PRIDES, respectively, free and clear of any payment due lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and payable by it under this Agreement if the Collateral Agent shall for any reason fail promptly to effectuate the release and such default continues unremedied for a period Transfer of five London Business Days after all Pledged Preferred Securities, the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance Treasury Portfolio or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction DocumentsPledged Treasury Securities, which as the case may be, as provided by this Section 4.3, the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial Purchase Contract Agent shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20z) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at any time fails to obtain release and Transfer of all Pledged Preferred Securities, the necessary license Treasury Portfolio or regulatory approval required by any UK mortgage regulatory regime which would be required the Pledged Treasury Securities, as the case may be, as provided in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Eventthis Section 4.3, then the Mortgages Trustee and/or Funding and Purchase Contract Agent shall within fifteen days after the Security Trustee may at once occurrence of such Termination Event commence an action or at any time thereafter while such default continues, by notice proceeding in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the notice) specified in such notice. Upon termination Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Securities, the Treasury Portfolio or of the AdministratorPledged Treasury Securities, as the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that satisfies described in subsection (i)(z) hereof within ten days after the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision occurrence of the Transaction Documents, shall not itself be required to perform any duties of the Administratorsuch Termination Event.

Termination Event. If any of the following events (each a "A “Termination Event") ” shall occurbe deemed to have occurred in the event that: (a) default is made by the Administrator in average closing price per share of publicly traded NEWCO Stock for any consecutive 30-day period following the payment on the due date of any payment due and payable by it under this Agreement and the consummation of the Stockholder Distribution shall have been at least such default continues unremedied for a price per share that attributes an aggregate value to the Purchased Securities of not less than the Fair Market Value; provided that there is trading volume that evidences sufficient liquidity during such period to support the determination that such per share price accurately reflects an attributable value to the Purchased Securities of five London Business Days after not less than the Administrator becoming aware of such defaultFair Market Value (the “Liquidity Test”); (b) default is made by NEWCO Inc. shall have consummated the Administrator Rights Offering or any other private placement or public offering of equity or equity-linked securities that reasonably provides an attributable pre-money value to the Purchased Securities of not less than the Fair Market Value; (c) NEWCO Inc. shall have received a standby purchase or other firm backstop arrangement (including, without limitation, the Back-Stop Arrangement), subject only to those terms and conditions customary for such an arrangement which are reasonably satisfactory to the board of directors of CKX, that effectively underwrites any of the securities offerings described in the performance or observance of foregoing clause (b); (d) if CKX breaches in any of material respect, its other covenants and material obligations under this the Purchase Agreement or any of the other Transaction Documentsagreements contemplated thereby or provided therein, which , has a materially adverse effect on the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage LoansFair Market Value; or (de) a transaction is consummated the Administrator becomes result of which is that NEWCO Inc. ceases to be subject to the registration and reporting requirements of the Securities Exchange Act of 1934, as amended, or if the Company or NEWCO Inc. becomes a party to a transaction involving a merger, consolidation, recapitalization, sale of stock or other similar transaction; provided that any such transaction either (i) provides an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing attributable pre-money value to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (Purchased Securities of not earlier less than the date Fair Market Value or (ii) is approved by a majority of the notice) specified in such noticestockholders of NEWCO Inc. who are unaffiliated with Flag, Sillerman, Torino and Kxxxxxx. Upon termination Notwithstanding any provision herein to the contrary, no transaction of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and type contemplated by clause (e), provided that ) of this Section 3 shall be effected unless either of the two conditions contained in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision proviso of the Transaction Documents, shall not itself be required to perform any duties of the Administratorsuch clause (e) is satisfied.

Termination Event. If Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (or the Applicable Ownership Interest of the following events (each Treasury Portfolio if a "Termination Event"Tax Event Redemption has occurred) shall occur: (a) default is made by and Pledged Treasury Securities to the Administrator in Purchase Contract Agent for the payment on benefit of the due date Holders of the Type A Securities and the Type B Securities, respectively, free and clear of any payment due lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and payable by it under this Agreement if the Collateral Agent shall for any reason fail promptly to effectuate the release and such default continues unremedied for a period Transfer of five London Business Days after all Pledged Debt Securities, the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance Treasury Portfolio or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction DocumentsPledged Treasury Securities, which as the case may be, as provided by this Section 4.3, the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial Purchase Contract Agent shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20z) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at any time fails to obtain release and Transfer of all Pledged Debt Securities, the necessary license Treasury Portfolio or regulatory approval required by any UK mortgage regulatory regime which would be required the Pledged Treasury Securities, as the case may be, as provided in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Eventthis Section 4.3, then the Mortgages Trustee and/or Funding and Purchase Contract Agent shall within fifteen days after the Security Trustee may at once occurrence of such Termination Event commence an action or at any time thereafter while such default continues, by notice proceeding in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the notice) specified in such notice. Upon termination Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Debt Securities, the Treasury Portfolio or of the AdministratorPledged Treasury Securities, as the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that satisfies described in subsection (i)(z) hereof within ten days after the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision occurrence of the Transaction Documents, shall not itself be required to perform any duties of the Administratorsuch Termination Event.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (ai) default is made by the Administrator any Pledged Applicable Ownership Interests in Senior Notes and Pledged Senior Notes or security entitlements with respect thereto; (ii) any Pledged Applicable Ownership Interests in the payment on Treasury Portfolio or security entitlements with respect thereto; (iii) any Pledged Treasury Securities, and (iv) any payments by Holders (or the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware Permitted Investments of such default;payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to its interest in the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term), the Purchase Contract Agent shall have the right (but not the obligation) to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term). (b) default is made by If such Termination Event shall result from the Administrator in Company's becoming a debtor under the performance or observance Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Collateral and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.04, the Purchase Contract Agent shall: (i) use its other covenants best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04, and material obligations under this Agreement shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Collateral and Proceeds of any of the other Transaction Documentsforegoing, which as the case may be, the Security Trustee having been informed thereof as specified below provided in this sub-clauseSection 5.04, is materially prejudicial to then the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) Purchase Contract Agent shall within fifteen days after the Administrator becoming aware occurrence of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period commence an action or proceeding in the Administrator replaces court having jurisdiction of the relevant sub-contractor Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Collateral and Proceeds of any of the foregoing, or delegate with an entity capable of remedying such default or alternatively indemnifies as the Mortgages Trustee and the Beneficiaries against the consequences of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loansthis Section 5.04; or (dii) commence an action or proceeding like that described in clause 5.04(b)(i) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (or the Applicable Ownership Interest in the Treasury Portfolio if a Tax Event Redemption has occurred) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the following events Holders of the Normal Units and the Stripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Securities, the Treasury Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall (each i) use its best efforts to obtain an opinion of a "Termination Event") shall occur: (a) default is made by the Administrator recognized law firm practicing law in the payment on the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial applicable jurisdiction to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20z) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at any time fails to obtain release and Transfer of all Pledged Debt Securities, the necessary license Treasury Portfolio or regulatory approval required by any UK mortgage regulatory regime which would be required the Pledged Treasury Securities, as the case may be, as provided in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Eventthis Section 4.3, then the Mortgages Trustee and/or Funding and Purchase Contract Agent shall within fifteen days after the Security Trustee may at once occurrence of such Termination Event commence an action or at any time thereafter while such default continues, by notice proceeding in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the notice) specified in such notice. Upon termination Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Debt Securities, the Treasury Portfolio or of the AdministratorPledged Treasury Securities, as the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that satisfies described in subsection (i)(z) hereof within ten days after the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision occurrence of the Transaction Documents, shall not itself be required to perform any duties of the Administratorsuch Termination Event.

Termination Event. If Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (or the Applicable Ownership Interest in the Treasury Portfolio if a Tax Event Redemption has occurred) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the following events (each Holders of the Type A Securities and the Type B Securities, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a "Termination Event") debtor under the Bankruptcy Code, and if the Collateral Agent shall occur: (a) default is made for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Securities, the Treasury Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, any Holder may, and the Purchase Contract Agent shall, upon receipt from the Holders of reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by the Administrator Purchase Contract Agent in the payment on the due date compliance with this paragraph, (i) use its reasonable best efforts to obtain an opinion of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) any person such Holder or the Purchase Contract Agent shall be unable to whom obtain such opinion within ten days after the Administrator has sub-contracted or delegated part occurrence of its obligations hereunder, such default shall not constitute a Termination Event if within or (z) the Collateral Agent shall continue, after delivery of such twenty (20) day period opinion, to refuse to effectuate the Administrator replaces release and Transfer of all Pledged Debt Securities, the relevant sub-contractor Treasury Portfolio or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then any Holder may, and the Beneficiaries against Purchase Contract Agent shall within fifteen days after the consequences occurrence of such default; (c) Termination Event commence an action or proceeding in the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the notice) specified in such notice. Upon termination Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Debt Securities, the Treasury Portfolio or of the AdministratorPledged Treasury Securities, as the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c)case may be, as provided by this Section 4.3 or (dii) and (e), provided that commence an action or proceeding in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision court with jurisdiction of the Transaction Documents, shall not itself be required to perform any duties Company's case under the Bankruptcy Code like that described in subsection (i)(z) hereof within ten days after the occurrence of the Administratorsuch Termination Event.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (ai) default is made any Pledged Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests; (ii) any Pledged Treasury Securities; and (iii) any payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to its interest in the payment on Applicable Ownership Interests (as specified in clause (i) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) in the Treasury Portfolio, the Purchase Contract Agent shall dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio. (b) default is made If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and payments by Holders (or the Administrator in the performance or observance Permitted Investments of such payments) pursuant to Section 5.05 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.04, the Purchase Contract Agent shall: (i) use its other covenants best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04 and material obligations under this Agreement shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the other Transaction Documentsforegoing, which as the case may be, the Security Trustee having been informed thereof as specified below provided in this sub-clauseSection 5.04, is materially prejudicial to then the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) Purchase Contract Agent shall within fifteen days after the Administrator becoming aware occurrence of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period commence an action or proceeding in the Administrator replaces court having jurisdiction of the relevant sub-contractor or delegate with Company's case under the Bankruptcy Code seeking an entity capable order requiring the Collateral Agent to effectuate the release and transfer of remedying such default or alternatively indemnifies the Mortgages Trustee all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the Beneficiaries against payments by Holders (or the consequences Permitted Investments of such default; (cpayments) pursuant to Section 5.05 hereof and Proceeds of any of the Administrator at any time fails to obtain foregoing, or as the necessary license or regulatory approval required case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loansthis Section 5.04; or (dii) commence an action or proceeding like that described in Section 5.04(b)(i) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Capital Securities (or the Applicable Ownership Interest of the following events (each Treasury Portfolio if a "Termination Event"Tax Event Redemption has occurred) shall occur: (a) default is made by and Pledged Treasury Securities to the Administrator in Purchase Contract Agent for the payment on benefit of the due date Holders of the Income PRIDES and the Growth PRIDES, respectively, free and clear of any payment due lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and payable by it under this Agreement if the Collateral Agent shall for any reason fail promptly to effectuate the release and such default continues unremedied for a period Transfer of five London Business Days after all Pledged Capital Securities, the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance Treasury Portfolio or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction DocumentsPledged Treasury Securities, which as the case may be, as provided by this Section 4.3, the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial Purchase Contract Agent shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20z) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at any time fails to obtain release and Transfer of all Pledged Capital Securities, the necessary license Treasury Portfolio or regulatory approval required by any UK mortgage regulatory regime which would be required the Pledged Treasury Securities, as the case may be, as provided in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Eventthis Section 4.3, then the Mortgages Trustee and/or Funding and Purchase Contract Agent shall within fifteen days after the Security Trustee may at once occurrence of such Termination Event commence an action or at any time thereafter while such default continues, by notice proceeding in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the notice) specified in such notice. Upon termination Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Capital Securities, the Treasury Portfolio or of the AdministratorPledged Treasury Securities, as the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that satisfies described in subsection (i)(z) hereof within ten days after the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision occurrence of the Transaction Documents, shall not itself be required to perform any duties of the Administratorsuch Termination Event.

Termination Event. If any of the following events (each a "Termination Event") shall occur: (a) default is made by the Administrator Servicer in the payment on the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator Servicer becoming aware of such default; (b) default is made by the Administrator Servicer in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , where: (i) the Security Trustee Trustee, having been informed thereof as specified below in this sub-clauseaccordance with Clause 19.5 (Notification of Termination Event), is of the opinion that such default is materially prejudicial to the interests of the holders of the First Issuer Notes issued by the Funding Issuers and any New then outstanding; and/or (ii) the Funding 2 Security Trustee, having been informed thereof in accordance with Clause 19.5 (Notification of Termination Event), is of the opinion that such default is materially prejudicial to the interests of the holders of the Notes from time to time issued by the Funding 2 Issuers and then outstanding, and such default continues unremedied for a period of twenty (20) days after the Administrator Servicer becoming aware of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator Servicer has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period the Administrator Servicer replaces the relevant sub-contractor Subcontractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such default; (c) the Administrator Servicer at any time fails to obtain or maintain the necessary license license, permission or regulatory approval required by any UK mortgage or credit regulatory regime which would be required in order to enable it to continue administering and servicing the Mortgage Loans; or (d) the Administrator Servicer becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee and/or Funding 2 and the Funding 2 Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the AdministratorServicer, terminate its appointment as Administrator Servicer under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administratorappointment of the Servicer, the Funding Security Trustee Trustees shall use its their reasonable endeavours (subject to the terms of the Funding Beneficiary Deed) to appoint a substitute Administrator Servicer that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Funding Security Trustee has Trustees have not, having used reasonable endeavours, endeavours (subject to the terms of the Funding Beneficiary Deed) appointed a substitute AdministratorServicer, the Security Trustee they shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself themselves be required to perform any duties of the AdministratorServicer.

Termination Event. If (a) Upon receipt by the Collateral Agent of written notice from the Company, the Property Trustee or any of the following events (each Administrative Trustees of the Issuer Trust that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (ai) default is made by any Pledged Notes; and (ii) any Pledged Treasury Securities, to the Administrator in Property Trustee, free and clear of the payment on the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default;Pledge created hereby. (b) default is made by If such Termination Event shall result from the Administrator in Company’s becoming a debtor under the performance or observance Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, Remarketing Treasury Securities and Proceeds of any of its other covenants and material obligations under the foregoing, as the case may be, as provided by this Agreement Section 6.04, the Property Trustee or any of the other Transaction DocumentsAdministrative Trustees shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, which notwithstanding the Company being the debtor in such a bankruptcy case, the Security Trustee having been informed thereof Collateral Agent will not be prohibited from releasing or Transferring the Collateral as specified below provided in this sub-clause, is materially prejudicial Section 6.04 and shall deliver or cause to be delivered such opinion to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) Collateral Agent within ten calendar days after the Administrator becoming aware occurrence of such defaultTermination Event, provided however that where and if (A) the relevant default occurs as a result Property Trustee or any of a default by any person the Administrative Trustees shall be unable to whom obtain such opinion within ten calendar days after the Administrator has sub-contracted or delegated part occurrence of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty or (20B) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, Remarketing Treasury Securities and Proceeds of any time fails of the foregoing, as the case may be, as provided in this Section 6.04, then the Property Trustee shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to obtain effectuate the necessary license release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, Remarketing Treasury Securities and Proceeds of any of the foregoing, or regulatory approval required as the case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loansthis Section 6.04; or (dii) commence an action or proceeding like that described in Section 6.04(b)(i) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any The Trustee shall determine, beginning with the Determination Date in December 1996 and as determined by the Trustee annually thereafter based on information provided by the Master Servicer, whether the following tests are satisfied: (a) if such Determination Date is in or before December 2000, whether the related Total Expected Losses are greater than 50% of the following events Initial Loss Coverage or (each b) if such Determination Date is after December 2000 and in or before December 2005, whether the related Total Expected Losses are greater than 75% of the Initial Loss Coverage. If either of the tests in the previous sentence are satisfied, a termination event (a "Termination Event") shall occur: (a) default is made , and the Trustee shall give notice to the Certificateholders within 5 days of the occurrence of such Termination Event, and upon the direction of Holders of Certificates entitled to at least 51% of the Voting Rights, received within 90 days of such notice, the Trustee shall, by notice to the Administrator in Master Servicer and the payment on Depositor, terminate all of the due date rights and obligations of any payment due and payable by it the Master Servicer under this Agreement and such default continues unremedied for in and to the Trust Fund, other than its rights as a period of five London Business Days Certificateholder hereunder. On or after the Administrator becoming aware receipt by the Master Servicer of such default; notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates (bother than as a holder thereof) default or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section, and, without limitation, the Trustee is made hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the Master Servicer's responsibilities and rights hereunder, including, without limitation, the transfer to the Trustee or its appointed agent for administration by it of all cash amounts which shall at the time be deposited by the Administrator in the performance Master Servicer or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having should have been informed thereof as specified below in this sub-clause, is materially prejudicial deposited to the interests of Custodial or the holders of Certificate Account or thereafter be received with respect to the First Issuer Notes and Mortgage Loans. The Trustee shall not be deemed to have breached any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such default, provided however that where the relevant default occurs obligation hereunder as a result of a default failure to make or delay in making any distribution as and when required hereunder caused by the failure of the Master Servicer to remit any person amounts received on it or to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period the Administrator replaces the relevant sub-contractor or delegate deliver any documents held by it with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such default; (c) the Administrator at any time fails respect to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Senior Notes (or Portfolio Interests if a Tax Event Redemption or a Successful Initial Remarketing has occurred) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the following events Holders of the Income PRIDES and the Growth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company’s becoming a debtor under any applicable uniform bankruptcy laws, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Senior Notes, the Pledged Portfolio Interests or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall (each i) use its best efforts to obtain an opinion of a "Termination Event") shall occur: (a) default is made by the Administrator recognized law firm practicing law in the payment on the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial applicable jurisdiction to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company’s being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20z) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at any time fails to obtain release and Transfer of all Pledged Senior Notes, the necessary license Pledged Portfolio Interests or regulatory approval required by any UK mortgage regulatory regime which would be required the Pledged Treasury Securities, as the case may be, as provided in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Eventthis Section 4.3, then the Mortgages Trustee and/or Funding and Purchase Contract Agent shall within fifteen days after the Security Trustee may at once occurrence of such Termination Event commence an action or at any time thereafter while such default continues, by notice proceeding in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the notice) specified in Company’s case under any such notice. Upon termination applicable bankruptcy laws seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Senior Notes, the Pledged Portfolio Interests or of the AdministratorPledged Treasury Securities, as the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that satisfies described in subsection (i)(z) hereof within ten days after the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision occurrence of the Transaction Documents, shall not itself be required to perform any duties of the Administratorsuch Termination Event.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (a1) default is made any Pledged Notes or security entitlements with respect thereto; (2) any Pledged Treasury Securities; and (3) payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 5.5 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders in the payment on the due date accordance with their respective interests, free and clear of any payment due and payable by it under this Agreement and such default continues unremedied for lien, pledge or security interest or other interest created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to his ownership interest in a period of five London Business Days after Treasury Security, the Administrator becoming aware Purchase Contract Agent shall have the right to dispose of such default;interest for cash and deliver to such Holder cash in lieu of delivering the Treasury Security. (b) default is made by If such Termination Event shall result from the Administrator in Company’s becoming a debtor under the performance or observance Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which all Pledged Notes, the Security Trustee having been informed thereof Pledged Treasury Securities or payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.5 hereof, as specified below in the case may be, as provided by this sub-clauseSection 5.4, is materially prejudicial the Purchase Contract Agent shall: (1) use its commercially reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company’s being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20B) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at release and Transfer of all Pledged Notes, the Pledged Treasury Securities, the payments by Holders or the Permitted Investments of such payments pursuant to Section 5.5 hereof or the Proceeds of any time fails of the foregoing, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to obtain effectuate the necessary license release and transfer of all Pledged Notes, the Pledged Treasury Securities, or regulatory approval required the payments by any UK mortgage regulatory regime which would be required in order Holders or the Permitted Investments of such payments pursuant to enable it to continue administering Section 5.5 hereof, or as the Mortgage Loanscase may be, as provided by this Section 5.4; or (d2) commence an action or proceeding like that described in clause 5.4(b)(1) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any Upon receipt by the Collateral Agent ------------------------------ of written notice from the following events (each Company or the Purchase Contract Agent that there has occurred a "Termination Event") , the Collateral Agent shall occur: release all Collateral from the Pledge and shall promptly Transfer (a) default is made by any Pledged Trust Preferred Securities or Pledged Treasury Consideration, as the Administrator in case may be,(if a Tax Event Redemption has occurred and the payment on Treasury Portfolio has become a component of the due date Normal Units) or the Pledged Trust Preferred Securities (if the Trust has been wound-up, liquidated or terminated, and the Trust Preferred Securities have become a component of the Normal Units) and any Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any payment due lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and payable by it under this Agreement if the Collateral Agent shall for any reason fail promptly to effectuate the release and such default continues unremedied for a period Transfer of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance all Pledged Trust Preferred Securities, Pledged Treasury Consideration or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction DocumentsPledged Treasury Securities, which as the case may be, as provided by this Section 4.3, the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial Purchase Contract Agent shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten calendar days after the occurrence of its obligations hereundersuch Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten calendar days after the occurrence of such Termination Event if within such twenty or (20z) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at any time fails to obtain release and Transfer of all Pledged Trust Preferred Securities, Pledged Treasury Consideration or Pledged Treasury Securities, as the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required case may be, as provided in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Eventthis Section 4.3, then the Mortgages Trustee and/or Funding and Purchase Contract Agent shall within fifteen calendar days after the Security Trustee may at once occurrence of such Termination Event commence an action or at any time thereafter while such default continues, by notice proceeding in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the noticeCompany's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Trust Preferred Securities, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) specified commence an action or proceeding like that described in subsection (i)(z) hereof within ten calendar days after the occurrence of such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the AdministratorTermination Event.

Termination Event. If any of the following events (each a "Termination Event") shall occur: (a) default is made Upon receipt by the Administrator Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes, Pledged Applicable Ownership Interest in the payment on Treasury Portfolio or Pledged Applicable Ownership Interest in the due date Tax Event Treasury Portfolio, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Equity Security Units and the Stripped Equity Security Units, respectively, free and clear of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default;lien, pledge or security interest or other interest created hereby. (b) default is made by If such Termination Event shall result from the Administrator Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Notes, Pledged Applicable Ownership Interest in the performance Treasury Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, or observance of any of Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: (i) use its other covenants and material obligations under this Agreement or any best efforts to obtain at the expense of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial Company an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20z) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at any time fails to obtain release and Transfer of all Pledged Notes, Pledged Applicable Ownership Interest in the necessary license Treasury Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio or regulatory approval required by any UK mortgage regulatory regime which would be required Pledged Treasury Securities, as the case may be, as provided in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Eventthis Section 4.3, then the Mortgages Trustee and/or Funding and Purchase Contract Agent shall within fifteen days after the Security Trustee may at once occurrence of such Termination Event commence an action or at any time thereafter while such default continues, by notice proceeding in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the notice) specified in such notice. Upon termination Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of the Administratorall Pledged Notes, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that Pledged Applicable Ownership Interest in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.Treasury Portfolio,

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (ai) default is made any Pledged Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests, (ii) any Pledged Treasury Securities, and (iii) any payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to its interest in the payment on Applicable Ownership Interests (as specified in clause (i) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) in the Treasury Portfolio, the Purchase Contract Agent shall have the right (but not the obligation) to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio. (b) default is made If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and payments by Holders (or the Administrator in the performance or observance Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.04, the Purchase Contract Agent shall: (i) upon direction in writing by a majority of the Holders, use its other covenants reasonable best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04, and material obligations under this Agreement shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the other Transaction Documentsforegoing, which as the case may be, the Security Trustee having been informed thereof as specified below provided in this sub-clauseSection 5.04, is materially prejudicial to then the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) Purchase Contract Agent shall within 15 days after the Administrator becoming aware occurrence of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period commence an action or proceeding in the Administrator replaces court having jurisdiction of the relevant sub-contractor or delegate with Company's case under the Bankruptcy Code seeking an entity capable order requiring the Collateral Agent to effectuate the release and transfer of remedying such default or alternatively indemnifies the Mortgages Trustee all Pledged Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the Beneficiaries against payments by Holders (or the consequences Permitted Investments of such default;payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 5.04; and (cii) commence an action or proceeding like that described in clause 5.04(b)(i) hereof within ten days after the Administrator at any time fails occurrence of such Termination Event. ; provided that the Purchase Contract Agent shall have the right to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order refuse to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator act under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (dthese Sections 5.04(b)(i) and (e), ii) unless it shall be indemnified to its satisfaction as provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administratorherein.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Warrant Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (ai) default is made any Pledged Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests; (ii) any Pledged Treasury Securities, and (iii) any payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Warrant Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to its interest in the payment on Applicable Ownership Interests (as specified in clause (i) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) in the Treasury Portfolio, the Warrant Agent shall dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio. (b) default is made If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and payments by Holders (or the Administrator in the performance or observance Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.04, the Warrant Agent shall: (i) use its other covenants best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04, and material obligations under this Agreement shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Warrant Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the other Transaction Documentsforegoing, which as the case may be, the Security Trustee having been informed thereof as specified below provided in this sub-clauseSection 5.04, is materially prejudicial to then the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) Warrant Agent shall within fifteen days after the Administrator becoming aware occurrence of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period commence an action or proceeding in the Administrator replaces court having jurisdiction of the relevant sub-contractor or delegate with Company's case under the Bankruptcy Code seeking an entity capable order requiring the Collateral Agent to effectuate the release and transfer of remedying such default or alternatively indemnifies the Mortgages Trustee all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the Beneficiaries against payments by Holders (or the consequences Permitted Investments of such default; (cpayments) pursuant to Section 5.05 hereof and Proceeds of any of the Administrator at any time fails to obtain foregoing, or as the necessary license or regulatory approval required case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loansthis Section 5.04; or (dii) commence an action or proceeding like that described in clause 5.04(b)(i) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Trust Preferred Securities (or the Applicable Ownership Interest of the following events (each Treasury Portfolio if a "Termination Event"Tax Event Redemption has occurred) shall occur: (a) default is made by and Pledged Treasury Securities to the Administrator in Purchase Contract Agent for the payment on benefit of the due date Holders of the Income PRIDES and the Growth PRIDES, respectively, free and clear of any payment due lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and payable by it under this Agreement if the Collateral Agent shall for any reason fail promptly to effectuate the release and such default continues unremedied for a period Transfer of five London Business Days after all Pledged Trust Preferred Securities, the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance Treasury Portfolio or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction DocumentsPledged Treasury Securities, which as the case may be, as provided by this Section 4.3, the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial Purchase Contract Agent shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person Bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20z) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at any time fails to obtain release and Transfer of all Pledged Trust Preferred Securities, the necessary license Treasury Portfolio or regulatory approval required by any UK mortgage regulatory regime which would be required the Pledged Treasury Securities, as the case may be, as provided in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Eventthis Section 4.3, then the Mortgages Trustee and/or Funding and Purchase Contract Agent shall within fifteen days after the Security Trustee may at once occurrence of such Termination Event commence an action or at any time thereafter while such default continues, by notice proceeding in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the notice) specified in such notice. Upon termination Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Trust Preferred Securities, the Treasury Portfolio or of the AdministratorPledged Treasury Securities, as the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that satisfies described in subsection (i)(z) hereof within ten days after the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision occurrence of the Transaction Documents, shall not itself be required to perform any duties of the Administratorsuch Termination Event.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (a1) default is made any Pledged Preferred Securities or security entitlements with respect thereto or the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio (if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the PEPS Units) or the Pledged Subordinated Deferrable Notes (if the Trust has been dissolved and liquidated, and the Subordinated Deferrable Notes or security entitlements with respect thereto have become a component of the PEPS Units); (2) any Pledged Treasury Securities, and (3) payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 5.5 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to his interest in the payment on Applicable Ownership Interest (as specified in clause (A) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) of the Treasury Portfolio, the Purchase Contract Agent shall have the right to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio. (b) default is made by If such Termination Event shall result from the Administrator Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Securities, the Applicable Ownership Interest (as specified in the performance or observance of any of its other covenants and material obligations under this Agreement or any clause (A) of the other Transaction Documents, which definition of such term) of the Treasury Portfolio, the Security Trustee having been informed thereof Pledged Subordinated Deferrable Notes, the Pledged Treasury Securities or payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.5 hereof, as specified below in the case may be, as provided by this sub-clauseSection 5.4, is materially prejudicial the Purchase Contract Agent shall: (1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20B) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; opinion, to refuse to effectuate the release and Transfer of all Preferred Securities, Applicable Ownership Interest (cas specified in clause (A) of the Administrator at definition of such term) of the Treasury Portfolio, all the Pledged Subordinated Deferrable Notes, the Pledged Treasury Securities, the payments by Holders or the Permitted Investments of such payments pursuant to Section 5.5 hereof or the Proceeds of any time fails of the foregoing, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to obtain effectuate the necessary license release and transfer of all Pledged Preferred Securities, Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged Subordinated Deferrable Notes, the Pledged Treasury Securities, or regulatory approval required the payments by any UK mortgage regulatory regime which would be required in order Holders or the Permitted Investments of such payments pursuant to enable it to continue administering Section 5.5 hereof, or as the Mortgage Loanscase may be, as provided by this Section 5.4; or (d2) commence an action or proceeding like that described in clause 5.4(b)(1) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (ai) default is made any Pledged Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests; (ii) any Pledged Treasury Securities, and (iii) any payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to its interest in the payment on Applicable Ownership Interests (as specified in clause (i) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) in the Treasury Portfolio, the Purchase Contract Agent shall have the right (but not the obligation) to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio. (b) default is made If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and payments by Holders (or the Administrator in the performance or observance Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.04, the Purchase Contract Agent shall: (i) use its other covenants best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04, and material obligations under this Agreement shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the other Transaction Documentsforegoing, which as 15 the case may be, the Security Trustee having been informed thereof as specified below provided in this sub-clauseSection 5.04, is materially prejudicial to then the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) Purchase Contract Agent shall within fifteen days after the Administrator becoming aware occurrence of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period commence an action or proceeding in the Administrator replaces court having jurisdiction of the relevant sub-contractor or delegate with Company's case under the Bankruptcy Code seeking an entity capable order requiring the Collateral Agent to effectuate the release and transfer of remedying such default or alternatively indemnifies the Mortgages Trustee all Pledged Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the Beneficiaries against payments by Holders (or the consequences Permitted Investments of such default;payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 5.04; and (cii) commence an action or proceeding like that described in clause 5.04(b)(i) hereof within ten days after the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes (or the Applicable Ownership Interest of the following events (each Treasury Portfolio if a "Tax Event Redemption or a Successful Initial Remarketing has occurred) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Corporate Units and the Treasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event") Event shall occur: result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Notes, the Treasury Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.03, the Purchase Contract Agent shall (a) default is made by the Administrator in the payment on the due date use reasonable efforts to obtain an opinion of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.03, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within 10 days after the occurrence of its obligations hereundersuch Termination Event, and if (i) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within 10 days after the occurrence of such Termination Event if within such twenty or (20ii) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at any time fails to obtain release and Transfer of all Pledged Notes, the necessary license Treasury Portfolio or regulatory approval required by any UK mortgage regulatory regime which would be required the Pledged Treasury Securities, as the case may be, as provided in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Eventthis Section 4.03, then the Mortgages Trustee and/or Funding and Purchase Contract Agent shall within 15 days after the Security Trustee may at once occurrence of such Termination Event commence an action or at any time thereafter while such default continues, by notice proceeding in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the notice) specified in such notice. Upon termination Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, the Treasury Portfolio or of the AdministratorPledged Treasury Securities, as the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator case may be, as provided by this Section 4.03 or (b) commence an action or proceeding like that satisfies described in Subsection (a)(ii) hereof within 10 days after the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision occurrence of the Transaction Documents, shall not itself be required to perform any duties of the Administratorsuch Termination Event.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (ai) default is made by any Pledged Preferred Securities or security entitlements with respect thereto, the Administrator Applicable Ownership Interests (as specified in clause (A) of the payment on the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default; (bterm) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , Treasury Portfolio (if the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial to the interests Treasury Portfolio has become a component of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such default, provided however that where the relevant default occurs Corporate Units as a result of a default by any person to whom Successful Initial Remarketing or Tax Event Redemption) or the Administrator Pledged Notes or security entitlements with respect thereto (if the Trust has sub-contracted or delegated part of its obligations hereunderbeen dissolved and liquidated, such default shall not constitute a Termination Event if within such twenty (20) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against Notes or security entitlements with respect thereto have become a component of the consequences of such defaultCorporate Units); (cii) any Pledged Treasury Securities; and (iii) payments by Holders or the Permitted Investments of such payments pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to his interest in the Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Purchase Contract Agent shall have the right but not the obligation to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio. (b) If such Termination Event shall result from the Company becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Securities, the Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged Notes, the Pledged Treasury Securities or payments by Holders or the Permitted Investments of such payments pursuant to Section 5.05 hereof, as the case may be, as provided by this Section 5.04, the Purchase Contract Agent shall, subject to Section 7.01(b)(3): (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Administrator at any time fails Purchase Contract Agent shall be unable to obtain such opinion within ten days after the necessary license occurrence of such Termination Event or regulatory approval required (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred Securities, Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, Pledged Notes, Pledged Treasury Securities, the payments by Holders or the Permitted Investments of such payments pursuant to Section 5.05 hereof or the Proceeds of any UK mortgage regulatory regime which would be required of the foregoing, as the case may be, as provided in this Section 5.04, then the Purchase Contract Agent shall, within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to enable it effectuate the release and transfer of all Pledged Preferred Securities, Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, Pledged Notes, Pledged Treasury Securities, or the payments by Holders or the Permitted Investments of such payments pursuant to continue administering Section 5.05 hereof, or as the Mortgage Loanscase may be, as provided by this Section 5.04; or (dii) commence an action or proceeding like that described in clause Section 5.04(b)(i) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (ai) default is made any Pledged Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests; (ii) any Pledged Treasury Securities; and (iii) any payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to its interest in the payment on Applicable Ownership Interests (as specified in clause (i) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) in the Treasury Portfolio, the Purchase Contract Agent shall have the right (but not the obligation) to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio. (b) default is made If such Termination Event shall result from the Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and payments by Holders (or the Administrator in the performance or observance Permitted Investments of such payments) pursuant to Section 5.05 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.04, the Purchase Contract Agent shall: (i) use its other covenants best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company’s being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04 and material obligations under this Agreement shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the other Transaction Documentsforegoing, which as the case may be, the Security Trustee having been informed thereof as specified below provided in this sub-clauseSection 5.04, is materially prejudicial to then the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) Purchase Contract Agent shall within fifteen days after the Administrator becoming aware occurrence of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period commence an action or proceeding in the Administrator replaces court having jurisdiction of the relevant sub-contractor or delegate with Company’s case under the Bankruptcy Code seeking an entity capable order requiring the Collateral Agent to effectuate the release and transfer of remedying such default or alternatively indemnifies the Mortgages Trustee all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the Beneficiaries against payments by Holders (or the consequences Permitted Investments of such default; (cpayments) pursuant to Section 5.05 hereof and Proceeds of any of the Administrator at any time fails to obtain foregoing, or as the necessary license or regulatory approval required case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loansthis Section 5.04; or (dii) commence an action or proceeding like that described in Section 5.04(b)(i) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (ai) default is made any Pledged Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests; (ii) any Pledged Treasury Securities, and (iii) any payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 4.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder shall be entitled to receive less than $__________ with respect to its interest in the payment on Applicable Ownership Interests (as specified in clause (i) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) in the Treasury Portfolio, the Purchase Contract Agent shall have the right (but not the obligation) to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio. (b) default is made If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and payments by Holders (or the Administrator in the performance or observance Permitted Investments of such payments) pursuant to Section 4.05 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 4.04, the Purchase Contract Agent shall: (i) use its other covenants best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.04, and material obligations under this Agreement shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) any Holder or the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 4.05 hereof and Proceeds of any of the other Transaction Documentsforegoing, which as the case may be, the Security Trustee having been informed thereof as specified below provided in this sub-clauseSection 4.04, is materially prejudicial to then any Holder may and the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) Purchase Contract Agent shall within fifteen days after the Administrator becoming aware occurrence of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period commence an action or proceeding in the Administrator replaces court having jurisdiction of the relevant sub-contractor or delegate with Company's case under the Bankruptcy Code seeking an entity capable order requiring the Collateral Agent to effectuate the release and transfer of remedying such default or alternatively indemnifies the Mortgages Trustee all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the Beneficiaries against payments by Holders (or the consequences Permitted Investments of such default;payments) pursuant to Section 4.05 hereof and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 4.04; and (cii) commence an action or proceeding like that described in Section 4.04(b)(i) hereof within ten days after the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (ai) default is made any Pledged Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests; (ii) any Pledged Treasury Securities, and (iii) any payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to its interest in the payment on Applicable Ownership Interests (as specified in clause (i) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) in the Treasury Portfolio, the Purchase Contract Agent shall have the right (but not the obligation) to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio. (b) default is made If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and payments by Holders (or the Administrator in the performance or observance Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.04, the Purchase Contract Agent shall: (i) use its other covenants best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04, and material obligations under this Agreement shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the other Transaction Documentsforegoing, which as the case may be, the Security Trustee having been informed thereof as specified below provided in this sub-clauseSection 5.04, is materially prejudicial to then the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) Purchase Contract Agent shall within fifteen days after the Administrator becoming aware occurrence of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period commence an action or proceeding in the Administrator replaces court having jurisdiction of the relevant sub-contractor or delegate with Company's case under the Bankruptcy Code seeking an entity capable order requiring the Collateral Agent to effectuate the release and transfer of remedying such default or alternatively indemnifies the Mortgages Trustee all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the Beneficiaries against payments by Holders (or the consequences Permitted Investments of such default;payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 5.04; and (cii) commence an action or proceeding like that described in clause 5.04(b)(i) hereof within ten days after the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any of the following events (each a "Termination Event") shall occur: (a) default is made by the Administrator Servicer in the payment on the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator Servicer becoming aware of such default; (b) default is made by the Administrator Servicer in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , where: (i) the Security Trustee Trustee, having been informed thereof as specified below in this sub-clauseaccordance with Clause 19.5 (Notification of Termination Event), is of the opinion that such default is materially prejudicial to the interests of the holders of the First Issuer Notes issued by the Funding Issuers and any New then outstanding; and/or (ii) the Funding 2 Security Trustee, having been informed thereof in accordance with Clause 19.5 (Notification of Termination Event), is of the opinion that such default is materially prejudicial to the interests of the holders of the Notes from time to time issued by the Funding 2 Issuers and then outstanding, and such default continues unremedied for a period of twenty (20) days after the Administrator Servicer becoming aware of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator Servicer has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period the Administrator Servicer replaces the relevant sub-contractor Subcontractor [or delegate delegate] with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such default; (c) the Administrator Servicer at any time fails to obtain or maintain the necessary license license, permission or regulatory approval required by any UK mortgage or credit regulatory regime which would be required in order to enable it to continue administering and servicing the Mortgage Loans; or (d) the Administrator Servicer becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee and/or Funding 2 and the Funding 2 Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the AdministratorServicer, terminate its appointment as Administrator Servicer under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administratorappointment of the Servicer, the Funding Security Trustee Trustees shall use its their reasonable endeavours (subject to the terms of the Funding Beneficiary Deed) to appoint a substitute Administrator Servicer that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Funding Security Trustee has Trustees have not, having used reasonable endeavours, endeavours (subject to the terms of the Funding Beneficiary Deed) appointed a substitute AdministratorServicer, the Security Trustee they shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself themselves be required to perform any duties of the AdministratorServicer.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (ai) default is made any Pledged Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests; (ii) any Pledged Treasury Securities, and (iii) any payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 4.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to its interest in the payment on Applicable Ownership Interests (as specified in clause (i) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) in the Treasury Portfolio, the Purchase Contract Agent shall have the right (but not the obligation) to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio. (b) default is made If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and payments by Holders (or the Administrator in the performance or observance Permitted Investments of such payments) pursuant to Section 4.05 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 4.04, the Purchase Contract Agent shall: (i) use its other covenants best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.04, and material obligations under this Agreement shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) any Holder or the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 4.05 hereof and Proceeds of any of the other Transaction Documentsforegoing, which as the case may be, the Security Trustee having been informed thereof as specified below provided in this sub-clause, is materially prejudicial to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty Section 4.04; and (20ii) commence an action or proceeding like that described in Section 4.04(b)(i) hereof within ten days after the Administrator becoming aware occurrence of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (ai) default is made any Pledged Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests; (ii) any Pledged Treasury Securities, and (iii) any payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, free and clear of any lien, pledge or security interest or other interest created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to its interest in the payment on Applicable Ownership Interests (as specified in clause (i) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) in the Treasury Portfolio, the Purchase Contract Agent shall have the right (but not the obligation) to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio. (b) default is made If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and payments by Holders (or the Administrator in the performance or observance Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.04, the Purchase Contract Agent shall: (i) use its other covenants best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04, and material obligations under this Agreement shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the other Transaction Documentsforegoing, which as the case may be, the Security Trustee having been informed thereof as specified below provided in this sub-clauseSection 5.04, is materially prejudicial to then the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) Purchase Contract Agent shall within fifteen days after the Administrator becoming aware occurrence of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period commence an action or proceeding in the Administrator replaces court having jurisdiction of the relevant sub-contractor or delegate with Company's case under the Bankruptcy Code seeking an entity capable order requiring the Collateral Agent to effectuate the release and transfer of remedying such default or alternatively indemnifies the Mortgages Trustee all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the Beneficiaries against payments by Holders (or the consequences Permitted Investments of such default;payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 5.04; and (cii) commence an action or proceeding like that described in clause 5.04(b)(i) hereof within ten days after the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any Upon the occurrence of (i) a Bankruptcy by UBS or a Failure to Pay or Deliver by UBS and so long as such Bankruptcy or Failure to Pay or Deliver is continuing or (ii) a Termination Event involving the Issuer and so long as the Termination Event shall be continuing, the Issuer or UBS may, respectively, in each party’s discretion, by notice to the other party (the date of such notice and the notice referred to in the succeeding clause being referred to herein as the “Notice Date”), direct that the Execution Period shall forthwith terminate on the date specified in such notice (the “Termination Event Termination Date”) (where such date shall be selected in a commercially reasonable manner under the circumstances). In such an event, (i) the Execution Period shall terminate on the Termination Event Termination Date, (ii) the Principal Account shall be reduced on such date by an amount equal to the sum of (A) the product of (x) the number of Hedge Account Shares and (y) the arithmetic average of daily volume-weighted average prices of Shares in each Trading Day from the First Averaging Date up to and excluding the Notice Date, as listed on Bloomberg Screen Volume at Price Page and (B) the total purchase price paid by UBS for the Shares of Common Stock that are purchased by UBS during the period commencing on and including the Notice Date to and including the Termination Event Termination Date in order to cover the remaining number of Borrowed Shares, (iii) the Principal Account shall be increased to reflect an appropriate accrual of interest at the Federal Funds Open Rate, as determined by the Calculation Agent, to reflect interest earned by UBS in respect of the following events aggregate Purchase Price received from the Issuer, (each a "Termination Event"iv) the Principal Account shall occur: be decreased to reflect UBS’s actual cost of borrowing shares of Common Stock to hedge its obligations hereunder, and (av) default is made the Settlement Amount shall be further adjusted by the Administrator amount that UBS reasonably determines in good faith to be its total losses and costs in connection with the payment on the due date early termination of this Agreement, including any payment due and payable by it under this Agreement and such default continues unremedied for a period loss of five London Business Days after the Administrator becoming aware bargain, cost of such default; (b) default is made by the Administrator in the performance funding, or observance of any of its other covenants and material obligations under this Agreement loss or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such default, provided however that where the relevant default occurs cost incurred as a result of a default by its terminating, liquidating, obtaining or reestablishing any person to whom the Administrator has sub-contracted hedge or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administratorrelated trading position.

Termination Event. If any If, upon the earliest to occur of the following events (each a "the “Termination Event") shall occur:Event”):‌ (aA) default is made by the Administrator Seller’s failure to submit a timely bid for NYSERDA’s RESRFP23-1 solicitation or to provide reasonably satisfactory evidence to NYSERDA of its ineligibility to participate in the payment on the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such defaultsolicitation in accordance with Section 3(a)(i), above; (bB) default In the event that Seller is made by the Administrator ineligible to participate in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction DocumentsNYSERDA’s RESRFP23-1 solicitation in accordance with Section 3(a)(i), which above, the Security Trustee having been informed thereof as specified below in this subSeller fails to submit a timely bid for NYSERDA’s RESRFP24-clause, is materially prejudicial to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such default1; (cC) If the Seller has submitted a timely bid for NYSERDA’s RESRFP23-1 solicitation, NYSERDA has made all awards in connection with such solicitation and Seller either is not an awardee, does not accept or withdraws its acceptance of an award or fails to execute the RES23-1 Agreement in a timely manner; (D) In the event that Seller is ineligible to bid in NYSERDA’s RESRFP23-1 solicitation in accordance with Section 3(a)(i) above, and Seller has submitted a timely bid for NYSERDA’s RESRFP24-1 solicitation, NYSERDA has made all awards in connection with such solicitation and Seller either is not an awardee, does not accept or withdraws its acceptance of an award or fails to execute the RES24-1 Agreement in a timely manner; (E) An Event of Default by Seller has occurred under this Agreement; and (F) the Administrator at any time fails to obtain third anniversary of this Agreement; then, effective upon the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Termination Event, then NYSERDA shall have the Mortgages Trustee and/or Funding right, as its sole remedy with respect thereto, to terminate this Agreement upon delivery of written notice to Seller, and the permanently retain all Contract Security Trustee may at once or at any time thereafter while such default continues, delivered to NYSERDA by notice in writing Seller prior to the AdministratorEffective Termination Date, terminate its appointment including without limitation drawing on any Substitute Letter of Credit delivered by Seller to NYSERDA as Administrator under this Agreement Contract Security; provided, however, upon receipt of such written notice, Seller may within one (1) Business Day and upon written notice to NYSERDA instead replace the Substitute Letter of Credit with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the AdministratorAlternative Contract Security.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (a1) default is made any Pledged Preferred Securities or security entitlements with respect thereto or the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio (if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the MEDS Units) or the Pledged Subordinated Deferrable Notes (if the Trust has been dissolved and liquidated, and the Subordinated Deferrable Notes or security entitlements with respect thereto have become a component of the MEDS Units); (2) any Pledged Treasury Securities, and (3) payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 5.5 hereof, to the Purchase Contract Agent for the benefit of the Holders for to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to his interest in the payment on Applicable Ownership Interest (as specified in clause (A) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) of the Treasury Portfolio, the Purchase Contract Agent shall have the right to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio. (b) default is made by If such Termination Event shall result from the Administrator Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Securities, the Applicable Ownership Interest (as specified in the performance or observance of any of its other covenants and material obligations under this Agreement or any clause (A) of the other Transaction Documents, which definition of such term) of the Treasury Portfolio, the Security Trustee having been informed thereof Pledged Subordinated Deferrable Notes, the Pledged Treasury Securities or payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.5 hereof, as specified below in the case may be, as provided by this sub-clauseSection 5.4, is materially prejudicial the Purchase Contract Agent shall: (1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20B) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred Securities, Applicable Ownership Interest (cas specified in clause (A) of the Administrator at definition of such term) of the Treasury Portfolio, all the Pledged Subordinated Deferrable Notes, the Pledged Treasury Securities, the payments by Holders or the Permitted Investments of such payments pursuant to Section 5.5 hereof or the Proceeds of any time fails of the foregoing, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to obtain effectuate the necessary license release and transfer of all Pledged Preferred Securities, Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged Subordinated Deferrable Notes, the Pledged Treasury Securities, or regulatory approval required the payments by any UK mortgage regulatory regime which would be required in order Holders or the Permitted Investments of such payments pursuant to enable it to continue administering Section 5.5 hereof, or as the Mortgage Loanscase may be, as provided by this Section 5.4; or (d2) commence an action or proceeding like that described in clause 5.4(b)(1) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (ai) default is made any Pledged Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests, (ii) any Pledged Treasury Securities, and (iii) any payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to its interest in the payment on Applicable Ownership Interests (as specified in clause (i) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) in the Treasury Portfolio, the Purchase Contract Agent shall have the right (but not the obligation) to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio. (b) default is made If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and payments by Holders (or the Administrator in the performance or observance Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.04, the Purchase Contract Agent shall: (i) use its other covenants best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04, and material obligations under this Agreement shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the other Transaction Documentsforegoing, which as the case may be, the Security Trustee having been informed thereof as specified below provided in this sub-clauseSection 5.04, is materially prejudicial to then the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) Purchase Contract Agent shall within 15 days after the Administrator becoming aware occurrence of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period commence an action or proceeding in the Administrator replaces court having jurisdiction of the relevant sub-contractor or delegate with Company's case under the Bankruptcy Code seeking an entity capable order requiring the Collateral Agent to effectuate the release and transfer of remedying such default or alternatively indemnifies the Mortgages Trustee all Pledged Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the Beneficiaries against payments by Holders (or the consequences Permitted Investments of such default;payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 5.04; and (cii) commence an action or proceeding like that described in clause 5.04(b)(i) hereof within ten days after the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (ai) default is made any Pledged Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests; (ii) any Pledged Treasury Securities; and (iii) any payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder shall be entitled to receive less than $[ ] with respect to its interest in the payment on Applicable Ownership Interests (as specified in clause (i) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) in the Treasury Portfolio, the Purchase Contract Agent shall dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio. (b) default is made If such Termination Event shall result from the Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and payments by Holders (or the Administrator in the performance or observance Permitted Investments of such payments) pursuant to Section 5.05 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.04, the Purchase Contract Agent shall: (i) use its other covenants best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company’s being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04 and material obligations under this Agreement shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the other Transaction Documentsforegoing, which as the case may be, the Security Trustee having been informed thereof as specified below provided in this sub-clauseSection 5.04, is materially prejudicial to then the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) Purchase Contract Agent shall within fifteen days after the Administrator becoming aware occurrence of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period commence an action or proceeding in the Administrator replaces court having jurisdiction of the relevant sub-contractor or delegate with Company’s case under the Bankruptcy Code seeking an entity capable order requiring the Collateral Agent to effectuate the release and transfer of remedying such default or alternatively indemnifies the Mortgages Trustee all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the Beneficiaries against payments by Holders (or the consequences Permitted Investments of such default; (cpayments) pursuant to Section 5.05 hereof and Proceeds of any of the Administrator at any time fails to obtain foregoing, or as the necessary license or regulatory approval required case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loansthis Section 5.04; or (dii) commence an action or proceeding like that described in Section 5.04(b)(i) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If (a) A Termination Event shall be deemed to have occurred if, during the three-year period after the date of a Change in Control (as defined in Paragraph 3 below), Executive ceases to be employed by Xxxxxx or its successor (referred to jointly as "Xxxxxx") for any of the following events (each a "Termination Event") shall occurreasons: (a1) default Executive's death, retirement at or after age 65, or total disability (entitling him to benefits under Xxxxxx'x long-term disability plan); (2) Except as provided in (b) below, Xxxxxx terminates Executive's employment; or (3) After Executive gives Xxxxxx written notice of one or more of the following events and Xxxxxx fails to cure the event(s) during the 30-day period following Xxxxxx'x receipt of such notice, Executive terminates his employment with Xxxxxx as a result of any of the following events: (i) Executive's position is made materially and adversely changed (without his consent) from his position as of the Change in Control; (ii) Executive is assigned duties and responsibilities (without his consent) that are inconsistent in a material respect with the scope of duties and responsibilities associated with his position as of the Change in Control; (iii) Executive is directly requested by the Administrator person to whom the Executive directly reports to commit an unethical, dishonest, or illegal act of a material nature, knowing that such act is unethical, dishonest, or illegal (provided that whether the act cited by Executive is in fact unethical or dishonest shall be determined by the Chief Executive Officer of Xxxxxx in his sole discretion); (iv) Executive's annual salary rate as in effect on the day before the Change in Control is reduced; or (v) Xxxxxx requires Executive to be based at an office which is more than 50 miles further from Executive's residence than Executive's office on the day before the Change in Control (other than travel reasonably required in the payment on the due date performance of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default;Executive's responsibilities). (b) default is made by the Administrator in the performance or observance Notwithstanding (a) above, Executive's termination of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall employment will not constitute be considered a Termination Event for purposes of this Agreement if within such twenty one of the following applies: (201) day period Executive's employment with Xxxxxx is involuntarily terminated due to Executive's continuing refusal to perform his duties or to follow a lawful direction of Xxxxxx, provided the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences performance of such defaultduties or the following of such lawful direction would not result in an event described in (a)(3)(i) or (ii) above; (c2) Executive's employment with Xxxxxx is involuntarily terminated due to Executive's intentional act or acts of dishonesty which Executive intended to result in his personal, more-than-immaterial enrichment; (3) prior to the Administrator at any time fails occurrence of an event described in (a)(3)(i) through (v) above, Executive's employment with Xxxxxx is involuntarily terminated due to obtain Executive's documented willful malfeasance or willful misconduct in connection with his employment or Executive's documented willful and deliberate insubordination; (4) Executive's employment with Xxxxxx is involuntarily terminated because Executive is convicted of a felony; (5) Executive's employment with Xxxxxx is terminated, but during the necessary license seven calendar days after such termination, Executive is offered (and declines) employment by the buyer of the entire business (or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering substantially all of the Mortgage Loansbusiness) of Xxxxxx, on substantially the same terms (including this Agreement) as Executive's employment on the day before such termination; or (d6) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall voluntary termination not itself be required to perform any duties of the Administratordescribed in (a) above.

Termination Event. If any of the following events (each a "Termination Event") shall occur: (a) default is made Upon receipt by the Administrator in Collateral Agent of written notice from the payment on Company or the due date Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any payment due and payable by it under this Agreement and such default continues unremedied for a period lien, pledge or security interest or other interest created in favor of five London Business Days after the Administrator becoming aware of such default;Collateral Agent hereby. (b) default is made If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from promptly effectuating the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which Section 4.3, the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the receipt of its obligations hereundersuch written notice from the Collateral Agent, and if (y) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20z) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at any time fails release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the receipt of such written notice from the Collateral Agent commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to obtain effectuate the necessary license release and transfer of all Pledged Notes, Pledged Treasury Consideration or regulatory approval required Pledged Treasury Securities, as the case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loansthis Section 4.3; or (dii) commence an action or proceeding like that described in subsection (i) hereof within ten days after the Administrator becomes subject to an Insolvency Event, then receipt of such written notice from the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the AdministratorCollateral Agent.

Termination Event. If any of the following events (each a "Termination Event") shall occur: (a) default is made Upon receipt by the Administrator in Collateral Agent of written notice from the payment on Company or the due date Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any payment due and payable by it under this Agreement and such default continues unremedied for a period lien, pledge or security interest or other interest created in favor of five London Business Days after the Administrator becoming aware of such default;Collateral Agent hereby. (b) default is made by If such Termination Event shall result from the Administrator in Company’s becoming a debtor under the performance Bankruptcy Code or observance of any of its other covenants and material obligations becoming subject to a petition under this Agreement or any clause (ii) of the other Transaction Documentsdefinition of Bankruptcy Law, which and if the Collateral Agent shall fail for any reason to promptly effectuate, the Security Trustee having been informed thereof release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as specified below in the case may be, as provided by this sub-clauseSection 4.3, is materially prejudicial the Purchase Contract Agent, shall: (i) use its reasonable best efforts to obtain, at the expense of the Company, an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company’s being the debtor in such a default by any person bankruptcy case or becoming subject to whom a petition under clause (ii) of the Administrator has sub-contracted definition of Bankruptcy Law, the Collateral Agent will not be prohibited from releasing or delegated part Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occur- rence of such Termination Event if within such twenty or (20z) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at any time fails release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company’s case under the applicable Bankruptcy Law seeking an order requiring the Collateral Agent to obtain effectuate the necessary license release and transfer of all Pledged Notes, Pledged Treasury Consideration or regulatory approval required Pledged Treasury Securities, as the case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loansthis Section 4.3; or (dii) commence an action or proceeding like that described in subsection (i)(z) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (ai) default is made any Pledged Preferred Securities or security entitlements with respect thereto or the Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio (if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Income PRIDES) or the Pledged Notes (if the Trust has been dissolved and liquidated, and the Notes or security entitlements with respect thereto have become a component of the Income PRIDES); (ii) any Pledged Treasury Securities, and (iii) payments by Holders or the Administrator Permitted Investments of such payments pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to his interest in the payment on Applicable Ownership Interests (as specified in clause (A) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) of the Treasury Portfolio, the Purchase Contract Agent shall have the right to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio. (b) default is made by If such Termination Event shall result from the Administrator Company becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Securities, the Applicable Ownership Interests (as specified in the performance or observance of any of its other covenants and material obligations under this Agreement or any clause (A) of the other Transaction Documents, which definition of such term) of the Treasury Portfolio, the Security Trustee having been informed thereof Pledged Notes, the Pledged Treasury Securities or payments by Holders or the Permitted Investments of such payments pursuant to Section 5.05 hereof, as specified below in the case may be, as provided by this sub-clauseSection 5.04, is materially prejudicial the Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20B) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred Securities, Applicable Ownership Interests (cas specified in clause (A) of the Administrator at definition of such term) of the Treasury Portfolio, all the Pledged Notes, the Pledged Treasury Securities, the payments by Holders or the Permitted Investments of such payments pursuant to Section 5.05 hereof or the Proceeds of any time fails of the foregoing, as the case may be, as provided in this Section 5.04, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to obtain effectuate the necessary license release and transfer of all Pledged Preferred Securities, Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged Notes, the Pledged Treasury Securities, or regulatory approval required the payments by any UK mortgage regulatory regime which would be required in order Holders or the Permitted Investments of such payments pursuant to enable it to continue administering Section 5.05 hereof, or as the Mortgage Loanscase may be, as provided by this Section 5.04; or (dii) commence an action or proceeding like that described in clause Section 5.04(b)(i) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (or the Applicable Ownership Interest in the Treasury Portfolio if a Tax Event Redemption has occurred) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the following events (each Holders of the Income PRIDES and the Growth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a "Termination Event") debtor under the Bankruptcy Code, and if the Collateral Agent shall occur: (a) default is made for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Securities, the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, any Holder may, and the Purchase Contract Agent shall, upon receipt from the Holders of reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by the Administrator Purchase Contract Agent in the payment on the due date compliance with this paragraph, (i) use its reasonable best efforts to obtain an opinion of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) any person such Holder or the Purchase Contract Agent shall be unable to whom obtain such opinion within ten days after the Administrator has sub-contracted or delegated part occurrence of its obligations hereunder, such default shall not constitute a Termination Event if within or (z) the Collateral Agent shall continue, after delivery of such twenty (20) day period opinion, to refuse to effectuate the Administrator replaces release and Transfer of all Pledged Debt Securities, the relevant sub-contractor Treasury Portfolio or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then any Holder may, and the Beneficiaries against Purchase Contract Agent shall, within fifteen days after the consequences occurrence of such default; (c) Termination Event commence an action or proceeding in the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the noticeCompany's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Debt Securities, the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) specified commence an action or proceeding in such notice. Upon termination the court with jurisdiction of the Administrator, Company's case under the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator Bankruptcy Code like that satisfies described in subsection (i)(z) hereof within ten days after the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision occurrence of the Transaction Documents, shall not itself be required to perform any duties of the Administratorsuch Termination Event.

Termination Event. If any of the following events (each a "Termination Event") shall occur: (a) default is made Upon receipt by the Administrator in Collateral Agent of written notice from the payment on Company or the due date Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any payment due and payable by it under this Agreement and such default continues unremedied for a period lien, pledge or security interest or other interest created in favor of five London Business Days after the Administrator becoming aware of such default;Collateral Agent hereby. (b) default is made If such Termination Event shall result from the Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from promptly effectuating the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which Section 4.3, the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company’s being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the receipt of its obligations hereundersuch written notice from the Collateral Agent, and if (y) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20z) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at any time fails release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the receipt of such written notice from the Collateral Agent commence an action or proceeding in the court with jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to obtain effectuate the necessary license release and transfer of all Pledged Notes, Pledged Treasury Consideration or regulatory approval required Pledged Treasury Securities, as the case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; this Section 4.3 or (dii) commence an action or proceeding like that described in subsection (i) hereof within ten days after the Administrator becomes subject to an Insolvency Event, then receipt of such written notice from the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the AdministratorCollateral Agent.

Termination Event. If any of the following events (each a "Termination Event") shall occur: (a) default is made Upon receipt by the Administrator in Collateral Agent of written notice from the payment on Company or the due date Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any payment due and payable by it under this Agreement and such default continues unremedied for a period lien, pledge or security interest or other interest created in favor of five London Business Days after the Administrator becoming aware of such default;Collateral Agent hereby. (b) default is made by If such Termination Event shall result from the Administrator in Company's becoming a debtor under the performance Bankruptcy Code or observance of any of its other covenants and material obligations becoming subject to a petition under this Agreement or any clause (ii) of the other Transaction Documentsdefinition of Bankruptcy Law, which and if the Collateral Agent shall fail for any reason to promptly effectuate, the Security Trustee having been informed thereof release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as specified below in the case may be, as provided by this sub-clauseSection 4.3, is materially prejudicial the Purchase Contract Agent, shall: (i) use its best efforts to obtain, at the expense of the Company, an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case or becoming subject to whom a petition under clause (ii) of the Administrator has sub-contracted definition of Bankruptcy Law, the Collateral Agent will not be prohibited from releasing or delegated part Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20z) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at any time fails release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the applicable Bankruptcy Law seeking an order requiring the Collateral Agent to obtain effectuate the necessary license release and transfer of all Pledged Notes, Pledged Treasury Consideration or regulatory approval required Pledged Treasury Securities, as the case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; this Section 4.3 or (dii) commence an action or proceeding like that described in subsection (i)(z) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (a1) default is made by any Pledged [Preferred Securities] [Notes] or securities entitlements with respect thereto [or the Administrator Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the payment on Treasury Portfolio (if a Tax Event Redemption has occurred and the due date Treasury Portfolio has become a component of the SPC Units) or the Pledged Notes (if the Trust has been dissolved and liquidated, and the or securities entitlements with respect thereto have become a component of the SPC Units)]; and (2) any Pledged Treasury Securities, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders in accordance with their respective interests, free and clear of any payment due and payable by it under this Agreement and such default continues unremedied for a period lien, pledge or security interest or other interest created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to his interest in the Applicable Ownership Interest (as specified in clause (A) of five London Business Days after the Administrator becoming aware definition of such default;term) in the Treasury Portfolio, the Purchase Contract Agent shall have the right to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio. (b) default is made by If such Termination Event shall result from the Administrator Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged [Preferred Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the performance Treasury Portfolio, the Pledged] Notes or observance of any of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4, the Purchase Contract Agent shall: (1) use its other covenants and material obligations under this Agreement or any best efforts to (i) obtain, at the expense of the other Transaction DocumentsCompany, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company’s being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, and (ii) deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20B) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; opinion, to refuse to effectuate the release and Transfer of all Pledged [Preferred Securities, the Applicable Ownership Interest (cas specified in clause (A) of the Administrator at definition of such term) in the Treasury Portfolio, the Pledged] Notes, all the Pledged Treasury Securities or the Proceeds of any time fails of the foregoing, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence (subject to obtain Section 7.1(b)(3) of the necessary license Purchase Contract Agreement) an action or regulatory approval required proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged [Preferred Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, the Pledged] Notes or all the Pledged Treasury Securities, as the case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loansthis Section 5.4; or (d2) the Administrator becomes commence (subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date Section 7.1(b)(3) of the noticePurchase Contract Agreement) specified an action or proceeding like that described in clause 5.4(b)(1)(B) hereof within ten days after the occurrence of such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the AdministratorTermination Event.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (ai) default is made by any Pledged Notes or security entitlements with respect thereto or the Administrator Applicable Ownership Interests (as specified in clause (A) of the payment on the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default; (bterm) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , Treasury Portfolio (if the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial to the interests Treasury Portfolio has become a component of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such default, provided however that where the relevant default occurs Income PACS as a result of a default by any person to whom the Administrator has sub-contracted Successful Initial Remarketing or delegated part of its obligations hereunder, such default shall not constitute a Termination Tax Event if within such twenty (20) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such defaultRedemption); (cii) any Pledged Treasury Securities, and (iii) payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to his interest in the Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Purchase Contract Agent shall have the right to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Notes, the Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged Treasury Securities or payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof, as the case may be, as provided by this Section 5.04, the Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Administrator at any time fails Purchase Contract Agent shall be unable to obtain such opinion within ten days after the necessary license occurrence of such Termination Event or regulatory approval required (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged Treasury Securities, the payments by Holders or the Permitted Investments of such payments pursuant to Section 5.05 hereof or the Proceeds of any UK mortgage regulatory regime which would be required of the foregoing, as the case may be, as provided in this Section 5.04, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to enable it effectuate the release and transfer of all Pledged Notes, Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged Treasury Securities, or the payments by Holders or the Permitted Investments of such payments pursuant to continue administering Section 5.05 hereof, or as the Mortgage Loanscase may be, as provided by this Section 5.04; or (dii) commence an action or proceeding like that described in clause 5.04(b)(i) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (ai) default is made any Pledged Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests; (ii) any Pledged Treasury Securities, and (iii) any payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to its interest in the payment on Applicable Ownership Interests (as specified in clause (i) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) in the Treasury Portfolio, the Purchase Contract Agent shall have the right (but not the obligation) to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio. (b) default is made If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and payments by Holders (or the Administrator in the performance or observance Permitted Investments of such payments) pursuant to Section 5.05 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.04, the Purchase Contract Agent shall: (i) use its other covenants best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04, and material obligations under this Agreement shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the other Transaction Documentsforegoing, which as the case may be, the Security Trustee having been informed thereof as specified below provided in this sub-clauseSection 5.04, is materially prejudicial to then the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) Purchase Contract Agent shall within fifteen days after the Administrator becoming aware occurrence of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period commence an action or proceeding in the Administrator replaces court having jurisdiction of the relevant sub-contractor or delegate with Company's case under the Bankruptcy Code seeking an entity capable order requiring the Collateral Agent to effectuate the release and transfer of remedying such default or alternatively indemnifies the Mortgages Trustee all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the Beneficiaries against payments by Holders (or the consequences Permitted Investments of such default;payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 5.04; and (cii) commence an action or proceeding like that described in Section 5.04(b)(i) hereof within ten days after the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (ai) default is made any Pledged Preferred Securities or security entitlements with respect thereto or the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio (if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Stock Purchase Units) or the Pledged [Subordinated] Notes (if the Trust has been dissolved and liquidated, and the [Subordinated] Notes or security entitlements with respect thereto have become a component of the Stock Purchase Units); (ii) any Pledged Treasury Securities, and (iii) payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to his interest in the payment on Applicable Ownership Interest (as specified in clause (A) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) of the Treasury Portfolio, the Purchase Contract Agent shall have the right to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio. (b) default is made by If such Termination Event shall result from the Administrator Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Securities, the Applicable Ownership Interest (as specified in the performance or observance of any of its other covenants and material obligations under this Agreement or any clause (A) of the other Transaction Documents, which definition of such term) of the Treasury Portfolio, the Security Trustee having been informed thereof Pledged [Subordinated] Notes, the Pledged Treasury Securities or payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof, as specified below in the case may be, as provided by this sub-clauseSection 5.04, is materially prejudicial the Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20B) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred Securities, Applicable Ownership Interest (cas specified in clause (A) of the Administrator at definition of such term) of the Treasury Portfolio, all the Pledged [Subordinated] Notes, the Pledged Treasury Securities, the payments by Holders or the Permitted Investments of such payments pursuant to Section 5.05 hereof or the Proceeds of any time fails of the foregoing, as the case may be, as provided in this Section 5.04, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to obtain effectuate the necessary license release and transfer of all Pledged Preferred Securities, Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged [Subordinated] Notes, the Pledged Treasury Securities, or regulatory approval required the payments by any UK mortgage regulatory regime which would be required in order Holders or the Permitted Investments of such payments pursuant to enable it to continue administering Section 5.05 hereof, or as the Mortgage Loanscase may be, as provided by this Section 5.04; or (dii) commence an action or proceeding like that described in clause 5.04(b)(i) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debentures (or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio if a Tax Event Redemption has occurred) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the following events (each Holders of the Type A Securities and the Type B Securities, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a "Termination Event") debtor under the Bankruptcy Code, and if the Collateral Agent shall occur: (a) default is made for any reason fail promptly to effectuate the release and Transfer of all Pledged Debentures, the appropriate Pledged Applicable Ownership in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, any Holder may, and the Purchase Contract Agent shall, upon receipt from the Holders of reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by the Administrator Purchase Contract Agent in the payment on the due date compliance with this paragraph, (i) use its reasonable best efforts to obtain an opinion of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) any person such Holder or the Purchase Contract Agent shall be unable to whom obtain such opinion within ten days after the Administrator has sub-contracted or delegated part occurrence of its obligations hereunder, such default shall not constitute a Termination Event if within or (z) the Collateral Agent shall continue, after delivery of such twenty (20) day period opinion, to refuse to effectuate the Administrator replaces release and Transfer of all Pledged Debentures, the relevant sub-contractor appropriate Pledged Applicable Ownership in the Treasury Portfolio or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then any Holder may, and the Beneficiaries against Purchase Contract Agent shall within fifteen days after the consequences occurrence of such default; (c) Termination Event commence an action or proceeding in the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the notice) specified Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Debentures, the appropriate Pledged Applicable Ownership in such notice. Upon termination the Treasury Portfolio or of the AdministratorPledged Treasury Securities, as the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c)case may be, as provided by this Section 4.3 or (dii) and (e), provided that commence an action or proceeding in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision court with jurisdiction of the Transaction Documents, shall not itself be required to perform any duties Company's case under the Bankruptcy Code like that described in subsection (i)(z) hereof within ten days after the occurrence of the Administratorsuch Termination Event.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (ai) default is made any Pledged Preferred Securities or security entitlements with respect thereto or the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio (if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Stock Purchase Units) or the Pledged [Subordinated] Notes (if the Trust has been dissolved and liquidated, and the [Subordinated] Notes or security entitlements with respect thereto have become a component of the Stock Purchase Units); (ii) any Pledged Treasury Securities, and (iii) payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to his interest in the payment on Applicable Ownership Interest (as specified in clause (A) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) of the Treasury Portfolio, the Purchase Contract Agent shall have the right to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio. (b) default is made by If such Termination Event shall result from the Administrator Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Securities, the Applicable Ownership Interest (as specified in the performance or observance of any of its other covenants and material obligations under this Agreement or any clause (A) of the other Transaction Documents, which definition of such term) of the Treasury Portfolio, the Security Trustee having been informed thereof Pledged [Subordinated] Notes, the Pledged Treasury Securities or payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof, as specified below in the case may be, as provided by this sub-clauseSection 5.04, is materially prejudicial the Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20B) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred Securities, Applicable Ownership Interest (cas specified in clause (A) of the Administrator at definition of such term) of the Treasury Portfolio, all the Pledged [Subordinated] Notes, the Pledged Treasury Securities, the payments by Holders or the Permitted Investments of such payments pursuant to Section 5.05 hereof or the Proceeds of any time fails of the foregoing, as the case may be, as provided in this Section 5.04, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to obtain effectuate the necessary license release and transfer of all Pledged Preferred Securities, Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged [Subordinated] Notes, the Pledged Treasury Securities, or regulatory approval required the payments by any UK mortgage regulatory regime which would be required in order Holders or the Permitted Investments of such payments pursuant to enable it to continue administering Section 5.05 hereof, or as the Mortgage Loanscase may be, as provided by this Section 5.04; or (dii) commence an action or proceeding like that described in clause 5.04(b)(i) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall 14 promptly Transfer any Pledged Preferred Securities (or the Applicable Ownership Interest of the following events (each Treasury Portfolio if a "Termination Event"Tax Event Redemption has occurred) shall occur: (a) default is made by and Pledged Treasury Securities to the Administrator in Purchase Contract Agent for the payment on benefit of the due date Holders of the Income Units and the Growth Units, respectively, free and clear of any payment due lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and payable by it under this Agreement if the Collateral Agent shall for any reason fail promptly to effectuate the release and such default continues unremedied for a period Transfer of five London Business Days after all Pledged Preferred Securities, the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance Treasury Portfolio or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction DocumentsPledged Treasury Securities, which as the case may be, as provided by this Section 4.3, the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial Purchase Contract Agent shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20z) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at any time fails to obtain release and Transfer of all Pledged Preferred Securities, of the necessary license Treasury Portfolio or regulatory approval required by any UK mortgage regulatory regime which would be required of the Pledged Treasury Securities, as the case may be, as provided in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Eventthis Section 4.3, then the Mortgages Trustee and/or Funding and Purchase Contract Agent shall within fifteen days after the Security Trustee may at once occurrence of such Termination Event commence an action or at any time thereafter while such default continues, by notice proceeding in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the notice) specified in such notice. Upon termination Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Securities, of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision Treasury Portfolio or of the Transaction DocumentsPledged Treasury Securities, shall not itself be required to perform any duties as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (i)(z) hereof within ten days after the occurrence of the Administratorsuch Termination Event.

Termination Event. If Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Senior Notes (or the Applicable Ownership Interest of the following events (each Treasury Portfolio if a "Termination Event"Tax Event Redemption or a Successful Initial Remarketing has occurred) shall occur: (a) default is made by and Pledged Treasury Securities to the Administrator in Purchase Contract Agent for the payment on benefit of the due date Holders of the Corporate Units and the Treasury Units, respectively, free and clear of any payment due lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and payable by it under this Agreement if the Collateral Agent shall for any reason fail promptly to effectuate the release and such default continues unremedied for a period Transfer of five London Business Days after all Pledged Senior Notes, the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance Treasury Portfolio or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction DocumentsPledged Treasury Securities, which as the case may be, as provided by this Section 4.3, the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial Purchase Contract Agent shall (i) use reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20z) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at any time fails to obtain release and Transfer of all Pledged Senior Notes, the necessary license Treasury Portfolio or regulatory approval required by any UK mortgage regulatory regime which would be required the Pledged Treasury Securities, as the case may be, as provided in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Eventthis Section 4.3, then the Mortgages Trustee and/or Funding and Purchase Contract Agent shall within fifteen days after the Security Trustee may at once occurrence of such Termination Event commence an action or at any time thereafter while such default continues, by notice proceeding in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the notice) specified in such notice. Upon termination Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Senior Notes, the Treasury Portfolio or of the AdministratorPledged Treasury Securities, as the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that satisfies described in subsection (i)(z) hereof within ten days after the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision occurrence of the Transaction Documents, shall not itself be required to perform any duties of the Administratorsuch Termination Event.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (ai) default is made by any Senior Notes underlying the Administrator Pledged Applicable Ownership Interests in Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the payment on Treasury Portfolio; (ii) any Pledged Treasury Securities, (iii) any payments by Holders (or the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware Permitted Investments of such default;payments) pursuant to Section 5.05 hereof, and (iv) any Proceeds and all other payments the Collateral Agent receives in respect of the foregoing, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to its Pledged Applicable Ownership Interests in the Treasury Portfolio or its Pledged Treasury Securities, any securities having a principal amount at maturity of less than $1,000, as applicable, then the Purchase Contract Agent shall have the right (but not the obligation) to dispose of such interest for Cash and deliver to such Holder Cash in lieu of delivering the Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities. (b) default is made If such Termination Event shall result from the Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 and Proceeds and all other payments received by the Administrator Collateral Agent in the performance or observance respect of any of the foregoing, as the case may be, as provided by this Section 5.04, the Purchase Contract Agent shall use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company’s being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04, and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds and all other covenants and material obligations under this Agreement or payments received by the Collateral Agent in respect of any of the other Transaction Documentsforegoing, which as the case may be, the Security Trustee having been informed thereof as specified below provided in this sub-clauseSection 5.04, is materially prejudicial to then the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) Purchase Contract Agent shall within fifteen days after the Administrator becoming aware occurrence of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period commence an action or proceeding in the Administrator replaces court having jurisdiction of the relevant sub-contractor or delegate with Company’s case under the Bankruptcy Code seeking an entity capable order requiring the Collateral Agent to effectuate the release and transfer of remedying such default or alternatively indemnifies all Senior Notes underlying the Mortgages Trustee Pledged Applicable Ownership Interest in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the Beneficiaries against payments by Holders (or the consequences Permitted Investments of such default; (cpayments) pursuant to Section 5.05 hereof and Proceeds and all other payments received by the Administrator at Collateral Agent in respect of any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of foregoing, or as the Administratorcase may be, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), as provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administratorby this Section 5.04.

Termination Event. If In case of any of the following events such default, re-entry, expiration, termination and/or dispossess by summary proceedings or otherwise (each in any case, sometimes herein referred to as a "Termination Event") shall occur:): (ai) default is made by the Administrator rent shall become due thereupon and be paid to the time of the Termination Event, together with such expenses as Landlord may incur for legal expenses, reasonable attorneys' fees, brokerage and/or rendering the Premises in good order, or for preparing the same for reletting; (ii) landlord may relet the Premises or any part thereof, either in the payment name of Landlord or otherwise, for a term(s) which may, at Landlord's option be less than or exceed the period which would otherwise have constituted the balance of the Term, and may grant commercially reasonable concessions and/or free rent; and (iii) Tenant shall also pay Landlord, as damages, the deficiency between the rent hereby reserved and/or covenanted to be paid and the net amount, if any, of the rents collected on account of the lease(s) of the Premises for each month of the period which would otherwise have constituted the balance of the Term. When computing the amounts which shall be due from Tenant, there shall be added to such deficiency the expenses which Landlord may incur in connection with reletting, such as but not limited to legal expenses, reasonable attorneys' fees, brokerage fees, and costs of keeping the Premises in good order or for preparing the same for reletting. Any such amounts due from Tenant shall be paid in monthly installments by Tenant on the due date rent day specified in this Lease, and any suit brought to collect the amount of the deficiency for any payment due month shall not prejudice in any way the right of Landlord to collect the deficiency for any subsequent month by a similar proceeding. The termination of this Lease by Landlord in connection with default by Tenant hereunder shall not be construed as or constitute a release of Tenant's liability for all Obligations of Tenant for what would have constituted the entire Term including, as the case may be, the then Option Term or any Option Term for which an option has been exercised, subject to mitigation as aforesaid. Landlord from and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any date Landlord shall obtain possession of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial to the interests Demised Premises by reason of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period agrees to utilize commercially reasonable efforts to relet the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the AdministratorDemised Premises.

Termination Event. If Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Senior Notes (or Portfolio Interests if a Tax Event Redemption or a Successful Initial Remarketing has occurred) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the following events Holders of the Income PRIDES and the Growth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under any applicable uniform bankruptcy laws, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Senior Notes, the Pledged Portfolio Interests or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall (each i) use its best efforts to obtain an opinion of a "Termination Event") shall occur: (a) default is made by the Administrator recognized law firm practicing law in the payment on the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial applicable jurisdiction to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20z) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at any time fails to obtain release and Transfer of all Pledged Senior Notes, the necessary license Pledged Portfolio Interests or regulatory approval required by any UK mortgage regulatory regime which would be required the Pledged Treasury Securities, as the case may be, as provided in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Eventthis Section 4.3, then the Mortgages Trustee and/or Funding and Purchase Contract Agent shall within fifteen days after the Security Trustee may at once occurrence of such Termination Event commence an action or at any time thereafter while such default continues, by notice proceeding in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the notice) specified in Company's case under the any such notice. Upon termination applicable bankruptcy laws seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Senior Notes, the Pledged Portfolio Interests or of the AdministratorPledged Treasury Securities, as the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that satisfies described in subsection (i)(z) hereof within ten days after the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision occurrence of the Transaction Documents, shall not itself be required to perform any duties of the Administratorsuch Termination Event.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Warrant Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (a1) default is made any Pledged Notes or security entitlements with respect thereto or the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio (if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Equity Units); (2) any Pledged Treasury Securities or security entitlements with respect thereto, and (3) payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to SECTION 5.5 hereof, to the Warrant Agent for the benefit of the Holders for distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to his interest in the payment on Applicable Ownership Interest (as specified in clause (A) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) of the Treasury Portfolio, the Warrant Agent shall have the right to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio. (b) default is made by If such Termination Event shall result from the Administrator Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Notes, the Applicable Ownership Interest (as specified in the performance or observance of any of its other covenants and material obligations under this Agreement or any clause (A) of the other Transaction Documents, which definition of such term) of the Treasury Portfolio, the Security Trustee having been informed thereof Pledged Treasury Securities or payments by Holders (or the Permitted Investments of such payments) pursuant to SECTION 5.5 hereof, as specified below in the case may be, as provided by this sub-clauseSECTION 5.4, is materially prejudicial the Warrant Agent shall: (1) use its commercially reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this SECTION 5.4, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within 10 days after the occurrence of its obligations hereundersuch Termination Event, and if (A) the Warrant Agent shall be unable to obtain such default shall not constitute a opinion within 10 days after the occurrence of such Termination Event if within such twenty or (20B) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, the Applicable Ownership Interest (cas specified in clause (A) of the Administrator at definition of such term) of the Treasury Portfolio, all the Pledged Notes, the Pledged Treasury Securities, the payments by Holders (or the Permitted Investments of such payments) pursuant to SECTION 5.5 hereof or the Proceeds of any time fails to obtain of the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required foregoing, as the case may be, as provided in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Eventthis SECTION 5.4, then the Mortgages Trustee and/or Funding and Warrant Agent shall within 15 days after the Security Trustee may at once occurrence of such Termination Event commence an action or at any time thereafter while such default continues, by notice proceeding in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date court having jurisdiction of the notice) Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of Applicable Ownership Interest (as specified in such notice. Upon termination clause (A) of the Administratordefinition of such term) of the Treasury Portfolio, all the Pledged Notes, the Security Trustee shall use its reasonable endeavours Pledged Treasury Securities, or the payments by Holders (or the Permitted Investments of such payments) pursuant to appoint a substitute Administrator that satisfies SECTION 5.5 hereof, or as the conditions set forth in Clause 19.2(c)case may be, (d) and (e), as provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administratorby this SECTION 5.4.

Termination Event. If Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any of the following events (each individually considered a "“Termination Event") ”), all of the rights and privileges of BROKER hereunder shall, at the TCAA’s sole option, cease to exist and this Agreement shall occurautomatically terminate: (a) default is made by the Administrator in the payment on the due date a. BROKER fails to strictly comply with, fulfill, perform, keep or observe any of any payment due and payable by it BROKER’s obligations, covenants or conditions under this Agreement and such default continues unremedied for a period within ten (10) days after written demand from the TCAA, time being of five London Business Days after the Administrator becoming aware of such defaultessence; b. BROKER makes any (bi) default is made by the Administrator in the performance intentional misrepresentation or observance of any of its other covenants and (ii) unintentional yet material obligations misrepresentation under this Agreement or other instrument or document delivered pursuant hereto; c. The loss of any of BROKER’s licenses, registrations or permits necessary to perform the Services or other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in obligations under this sub-clause, is materially prejudicial to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such default, provided however that where the relevant default occurs as a result Agreement; d. The appointment of a default by receiver to take possession, or the attachment, execution, or other judicial seizure, of all or any person to whom the Administrator has sub-contracted or delegated part of BROKER’s assets or business; e. The TCAA determines, in its reasonable discretion, that BROKER is or will be unable to pay its debts as they become due in the ordinary course of BROKER’s business; or; f. Any voluntary or involuntary petition, or similar pleading, under any bankruptcy act, filed by or against BROKER, or any other voluntary or involuntary proceeding in any court instituted to declare BROKER insolvent or unable to pay its debts. In the event that under applicable law the trustee in bankruptcy or BROKER has the right to affirm this Agreement and continue to perform the obligations of BROKER hereunder, such default shall not constitute a Termination Event if within trustee or BROKER shall, in such twenty (20) day time period as may be permitted by the Administrator replaces the relevant sub-contractor or delegate with an entity capable applicable court having jurisdiction, cure all defaults of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences BROKER hereunder outstanding as of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in affirmance of this Agreement and provide to the TCAA such noticeadequate security and assurances as may be necessary to ensure the TCAA the continued performance of BROKER’s obligations under this Agreement. Upon termination Further, the TCAA shall receive all of the Administratorprotections available to creditors under the United States Bankruptcy Code including, but not limited to, Section 365 thereof, as amended from time to time. No right, power or remedy conferred upon or reserved to the TCAA under this Agreement is intended to be exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given hereunder or now or hereafter existing at law or in equity or by statute. Notwithstanding anything in this Agreement to the contrary, upon a Termination Event, the Security Trustee shall use its reasonable endeavours TCAA may retain all payments due to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in BROKER at the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision date of termination until all of the Transaction Documents, shall not itself be required to perform any duties of the AdministratorTCAA’s damages have been established and deducted from payments due.

Termination Event. If Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Debentures underlying Pledged Applicable Ownership Interests in Debentures (or, if (i) a Special Event Redemption if the proceeds thereof were used to acquire the Treasury Portfolio in accordance with the Purchase Contract Agreement, (ii) a Mandatory Redemption if the proceeds thereof were used to acquire the Treasury Portfolio in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing, as the case may be, has occurred, the Pledged Applicable Ownership Interests in the Treasury Portfolio) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the following events (each Holders of the Corporate Units and the Treasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company’s becoming a "Termination Event") debtor under the Bankruptcy Code, and if the Collateral Agent shall occur: (a) default is made for any reason fail promptly to effectuate the release and Transfer of all Pledged Applicable Ownership Interests in Debentures, the Pledged Applicable Ownership Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the DB1/ 116050876.5 case may be, as provided by this Section 4.3, any Holder may, and the Purchase Contract Agent shall, upon receipt from the Holders of security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by the Administrator Purchase Contract Agent in the payment on the due date compliance with this paragraph, (i) use its reasonable best efforts to obtain an opinion of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company being the debtor in such a default by bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) any person such Holder or the Purchase Contract Agent shall be unable to whom obtain such opinion within ten days after the Administrator has sub-contracted or delegated part occurrence of its obligations hereunder, such default shall not constitute a Termination Event if within or (B) the Collateral Agent shall continue, after delivery of such twenty (20) day period opinion, to refuse to effectuate the Administrator replaces release and Transfer of all Pledged Applicable Ownership Interests in Debentures, the relevant sub-contractor Pledged Applicable Ownership Interests in the Treasury Portfolio or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then any Holder may, and the Beneficiaries against Purchase Contract Agent shall within 15 days after the consequences occurrence of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Termination Event, then commence an action or proceeding in the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the notice) specified Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Applicable Ownership Interests in such notice. Upon termination Debentures, the Pledged Applicable Ownership Interests in the Treasury Portfolio or of the AdministratorPledged Treasury Securities, as the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c)case may be, as provided by this Section 4.3 or (dii) and (e), provided that commence an action or proceeding in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision court with jurisdiction of the Transaction Documents, shall not itself be required to perform any duties Company’s case under the Bankruptcy Code like that described in clause (i)(B) of this Section 4.3 within ten days after the Administratoroccurrence of such Termination Event.

Termination Event. If This Agreement may be terminated by either CAT or XOMA upon any material breach or default by XOMA or CAT, as the case may be, in the performance of any obligation or condition of this Agreement or if any representation or warranty made by XOMA or CAT, as the following events case may be, in this Agreement is untrue or materially misleading, in any case effective fifteen (each 15) days after giving notice to the breaching party of such termination in the case of a "Termination Event"payment breach and sixty (60) days after giving written notice to the breaching party of such termination in the case of any other breach, which notice shall occur: describe such breach in reasonable detail. The foregoing notwithstanding, (a) default if such breach is made by cured or shown to be non-existent within the Administrator in aforesaid fifteen (15) or sixty (60) day period, the payment on notice shall be deemed automatically withdrawn and of no effect and the due date notifying party shall provide written notice to the breaching party of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; withdrawal; (b) default is made by no such termination shall be effective so long as the Administrator parties are engaged in the performance arbitration under Section 8.13 in connection with such breach or observance of default; and (c) with respect to any of its other covenants and material obligations under this Agreement person or any entity constitut- ing a CAT Collaborator as of the other Transaction Documentsdate of such a termination by XOMA, which any such termination shall be effective against such CAT Collaborator unless, the Security Trustee having been informed thereof as specified below in this subwithin forty-clause, is materially prejudicial to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty five (2045) days after the Administrator becoming aware written notice from XOMA of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereundertermination, such default shall not constitute CAT Collaborator executes a Termination Event if within written agreement with XOMA directly obligating such twenty (20) day period CAT Collaborator to comply with all of the Administrator replaces the relevant sub-contractor or delegate with an entity capable provisions of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement applicable to CAT Collaborators and to fulfill the obligations of CAT (including without limitation any royalty obligations) with effect from a date (not earlier than respect to any and all Licensed Antibody Phage Display Materials and Licensed Immunoglobulins Disposed of by CAT to such CAT Collaborator as of the date of the notice) specified in such noticetermination. Upon any termination by XOMA under this Section 7.2, CAT shall promptly (and in any event not later than forty-five (45) days thereafter) deliver to XOMA a written report specifying as of the Administrator, date of such termination the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(cinformation required by Section 2.5(a), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Warrant Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (a1) default is made any Pledged Notes or security entitlements with respect thereto or the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio (if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Equity Units); (2) any Pledged Treasury Securities or security entitlements with respect thereto, and (3) payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to SECTION 5.5 hereof, to the Warrant Agent for the benefit of the Holders for distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to his interest in the payment on Applicable Ownership Interest (as specified in clause (A) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) of the Treasury Portfolio, the Warrant Agent shall have the right to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio. (b) default is made by If such Termination Event shall result from the Administrator Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Notes, the Applicable Ownership Interest (as specified in the performance or observance of any of its other covenants and material obligations under this Agreement or any clause (A) of the other Transaction Documents, which definition of such term) of the Treasury Portfolio, the Security Trustee having been informed thereof Pledged Treasury Securities or payments by Holders (or the Permitted Investments of such payments) pursuant to SECTION 5.5 hereof, as specified below in the case may be, as provided by this sub-clauseSECTION 5.4, is materially prejudicial the Warrant Agent shall use its commercially reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this SECTION 5.4, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within 10 days after the occurrence of its obligations hereundersuch Termination Event, and if (A) the Warrant Agent shall be unable to obtain such default shall not constitute a opinion within 10 days after the occurrence of such Termination Event if within such twenty or (20B) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, the Applicable Ownership Interest (cas specified in clause (A) of the Administrator at definition of such term) of the Treasury Portfolio, the Pledged Treasury Securities, the payments by Holders (or the Permitted Investments of such payments) pursuant to SECTION 5.5 hereof or the Proceeds of any time fails to obtain of the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required foregoing, as the case may be, as provided in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Eventthis SECTION 5.4, then the Mortgages Trustee and/or Funding and Warrant Agent shall within 15 days after the Security Trustee may at once occurrence of such Termination Event commence an action or at any time thereafter while such default continues, by notice proceeding in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date court having jurisdiction of the notice) Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of Applicable Ownership Interest (as specified in such notice. Upon termination clause (A) of the Administratordefinition of such term) of the Treasury Portfolio, all the Pledged Notes, the Security Trustee shall use its reasonable endeavours Pledged Treasury Securities, or the payments by Holders (or the Permitted Investments of such payments) pursuant to appoint a substitute Administrator that satisfies SECTION 5.5 hereof, or as the conditions set forth in Clause 19.2(c)case may be, (d) and (e), as provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administratorby this SECTION 5.4.

Termination Event. If any of the following events (each a "Termination Event") shall occur: (a) default is made by the Administrator in the payment on the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , where: (i) the Security Trustee Trustee, having been informed thereof as specified below in this sub-clauseaccordance with Clause 19.5 (Notification of Termination Event), is of the opinion that such default is materially prejudicial to the interests of the holders of the First Issuer Notes issued by the Funding Issuers and any New then outstanding; and/or (ii) the Funding 2 Security Trustee, having been informed thereof in accordance with Clause 19.5 (Notification of Termination Event), is of the opinion that such default is materially prejudicial to the interests of the holders of the Notes from time to time issued by the Funding 2 Issuers and then outstanding, and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such default; (c) the Administrator at any time fails to obtain or maintain the necessary license or regulatory approval required by any UK mortgage or credit regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee and/or Funding 2 and the Funding 2 Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the appointment of the Administrator, the Funding Security Trustee Trustees shall use its their reasonable endeavours (subject to the terms of the Funding Beneficiary Deed) to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Funding Security Trustee has Trustees have not, having used reasonable endeavours, endeavours (subject to the terms of the Funding Beneficiary Deed) appointed a substitute Administrator, the Security Trustee they shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself themselves be required to perform any duties of the Administrator.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (ai) default is made any Pledged Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests; (ii) any Pledged Treasury Securities; and (iii) any payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to its interest in the payment on Applicable Ownership Interests (as specified in clause (i) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) in the Treasury Portfolio, the Purchase Contract Agent shall dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio. (b) default is made If such Termination Event shall result from the Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and payments by Holders (or the Administrator in the performance or observance Permitted Investments of such payments) pursuant to Section 5.05 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.04, the Purchase Contract Agent shall: (i) use its other covenants best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company’s being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04 and material obligations under this Agreement shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the other Transaction Documentsforegoing, which as the case may be, the Security Trustee having been informed thereof as specified below provided in this sub-clauseSection 5.04, is materially prejudicial to then the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) Purchase Contract Agent shall within fifteen days after the Administrator becoming aware occurrence of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period commence an action or proceeding in the Administrator replaces court having jurisdiction of the relevant sub-contractor or delegate with Company’s case under the Bankruptcy Code seeking an entity capable order requiring the Collateral Agent to effectuate the release and transfer of remedying such default or alternatively indemnifies the Mortgages Trustee all Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the Beneficiaries against payments by Holders (or the consequences Permitted Investments of such default; (cpayments) pursuant to Section 5.05 hereof and Proceeds of any of the Administrator at any time fails to obtain foregoing, or as the necessary license or regulatory approval required case may be, as provided by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loansthis Section 5.04; or (dii) commence an action or proceeding like that described in Section 5.04(b)(i) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Debentures underlying Pledged Applicable Ownership Interests in Debentures (or, if (i) a Special Event Redemption if the proceeds thereof were used to acquire the Treasury Portfolio in accordance with the Purchase Contract Agreement, (ii) a Mandatory Redemption if the proceeds thereof were used to acquire the Treasury Portfolio in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing, as the case may be, has occurred, the Pledged Applicable Ownership Interests in the Treasury Portfolio) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the following events (each Holders of the Corporate Units and the Treasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. DB1/ 132090770.6 If such Termination Event shall result from the Company’s becoming a "Termination Event") debtor under the Bankruptcy Code, and if the Collateral Agent shall occur: (a) default is made for any reason fail promptly to effectuate the release and Transfer of all Pledged Applicable Ownership Interests in Debentures, the Pledged Applicable Ownership Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, any Holder may, and the Purchase Contract Agent shall, upon receipt from the Holders of security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by the Administrator Purchase Contract Agent in the payment on the due date compliance with this paragraph, (i) use its reasonable best efforts to obtain an opinion of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company being the debtor in such a default by bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) any person such Holder or the Purchase Contract Agent shall be unable to whom obtain such opinion within ten days after the Administrator has sub-contracted or delegated part occurrence of its obligations hereunder, such default shall not constitute a Termination Event if within or (B) the Collateral Agent shall continue, after delivery of such twenty (20) day period opinion, to refuse to effectuate the Administrator replaces release and Transfer of all Pledged Applicable Ownership Interests in Debentures, the relevant sub-contractor Pledged Applicable Ownership Interests in the Treasury Portfolio or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then any Holder may, and the Beneficiaries against Purchase Contract Agent shall within 15 days after the consequences occurrence of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Termination Event, then commence an action or proceeding in the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the notice) specified Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Applicable Ownership Interests in such notice. Upon termination Debentures, the Pledged Applicable Ownership Interests in the Treasury Portfolio or of the AdministratorPledged Treasury Securities, as the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c)case may be, as provided by this Section 4.3 or (dii) and (e), provided that commence an action or proceeding in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision court with jurisdiction of the Transaction Documents, shall not itself be required to perform any duties Company’s case under the Bankruptcy Code like that described in clause (i)(B) of this Section 4.3 within ten days after the Administratoroccurrence of such Termination Event.

Termination Event. If any of the following events (each a "Termination Event") shall occur: (a) default is made Upon receipt by the Administrator in Collateral Agent of written notice from the payment on Company or the due date Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any payment due and payable by it under this Agreement and such default continues unremedied for a period lien, pledge or security interest or other interest created in favor of five London Business Days after the Administrator becoming aware of such default;Collateral Agent hereby. (b) default is made If such Termination Event shall result from the Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from promptly effectuating the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which Section 4.3, the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company’s being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the receipt of its obligations hereundersuch written notice from the Collateral Agent, and if (y) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20z) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; (c) opinion, to refuse to effectuate the Administrator at any time fails to obtain release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required case may be, as provided in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Eventthis Section 4.3, then the Mortgages Trustee and/or Funding and Purchase Contract Agent shall within fifteen days after the Security Trustee may at once receipt of such written notice from the Collateral Agent commence an action or at any time thereafter while such default continues, by notice proceeding in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the noticeCompany’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or Table of Contents (ii) specified commence an action or proceeding like that described in subsection (i) hereof within ten days after the receipt of such notice. Upon termination of written notice from the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the AdministratorCollateral Agent.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and instruct the Securities Intermediary to promptly Transfer: (ai) default is made any Pledged Convertible Preferred Shares or security entitlements with respect thereto, (ii) any Pledged Treasury Securities, and (iii) any payments by Holders (or the Administrator in the payment on the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware Permitted Investments of such default;payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to his ownership interest in a Treasury Security, the Purchase Contract Agent shall have the right to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Treasury Security. (b) default is made If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code or becoming subject to a petition under clause (ii) of the definition of Bankruptcy Law, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Convertible Preferred Shares, Pledged Treasury Securities and payments by Holders (or the Administrator in the performance or observance Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.04, the Purchase Contract Agent shall: (i) upon direction in writing by a majority of the Holders, use its other covenants reasonable best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding the Company's being the debtor in such a bankruptcy case or becoming subject to a petition under clause (ii) of the definition of Bankruptcy Law, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04, and material obligations under this Agreement shall deliver or cause to be delivered such opinion to the Collateral Agent within 10 days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within 10 days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Convertible Preferred Shares, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the other Transaction Documentsforegoing, which as the case may be, the Security Trustee having been informed thereof as specified below provided in this sub-clause, is materially prejudicial to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.this

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (ai) default is made by any Pledged Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests (if the Administrator in the payment on the due date of any payment due and payable by it under this Agreement and such default continues unremedied for Treasury Portfolio has become a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any component of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such default, provided however that where the relevant default occurs Income Equity Units as a result of a default by any person to whom the Administrator has sub-contracted Successful Initial Remarketing, a Successful Secondary Remarketing or delegated part of its obligations hereunder, such default shall not constitute a Termination Tax Event if within such twenty (20) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such defaultRedemption); (cii) any Pledged Treasury Securities, and (iii) payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to his interest in the Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Purchase Contract Agent shall have the right to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Notes, the Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged Treasury Securities or payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof, as the case may be, as provided by this Section 5.04, the Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Administrator at any time fails Purchase Contract Agent shall be unable to obtain such opinion within ten days after the necessary license occurrence of such Termination Event or regulatory approval required (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged Treasury Securities, the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof or the Proceeds of any UK mortgage regulatory regime which would be required of the foregoing, as the case may be, as provided in this Section 5.04, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to enable it effectuate the release and transfer of all Pledged Notes, Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged Treasury Securities, or the payments by Holders (or the Permitted Investments of such payments) pursuant to continue administering Section 5.05 hereof, or as the Mortgage Loanscase may be, as provided by this Section 5.04; or (dii) commence an action or proceeding like that described in clause 5.04(b)(i) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (a1) default is made any Pledged Preferred Securities or security entitlements with respect thereto or the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio (if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the PEPS Units) or the Pledged Senior Deferrable Notes (if the Trust has been dissolved and liquidated, and the Senior Deferrable Notes or security entitlements with respect thereto have become a component of the PEPS Units); (2) any Pledged Treasury Securities, and (3) payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 5.5 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to his interest in the payment on Applicable Ownership Interest (as specified in clause (A) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) of the Treasury Portfolio, the Purchase Contract Agent shall have the right to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio. (b) default is made by If such Termination Event shall result from the Administrator Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Securities, the Applicable Ownership Interest (as specified in the performance or observance of any of its other covenants and material obligations under this Agreement or any clause (A) of the other Transaction Documents, which definition of such term) of the Treasury Portfolio, the Security Trustee having been informed thereof Pledged Senior Deferrable Notes, the Pledged Treasury Securities or payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.5 hereof, as specified below in the case may be, as provided by this sub-clauseSection 5.4, is materially prejudicial the Purchase Contract Agent shall: (1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company's being the debtor in such a default by any person bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, and shall deliver such opinion to whom the Administrator has sub-contracted or delegated part Collateral Agent within ten days after the occurrence of its obligations hereundersuch Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such default shall not constitute a opinion within ten days after the occurrence of such Termination Event if within such twenty or (20B) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences Collateral Agent shall continue, after delivery of such default; opinion, to refuse to effectuate the release and Transfer of all Preferred Securities, Applicable Ownership Interest (cas specified in clause (A) of the Administrator at definition of such term) of the Treasury Portfolio, all the Pledged Senior Deferrable Notes, the Pledged Treasury Securities, the payments by Holders or the Permitted Investments of such payments pursuant to Section 5.5 hereof or 13 18 the Proceeds of any time fails of the foregoing, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to obtain effectuate the necessary license release and transfer of all Pledged Preferred Securities, Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged Senior Deferrable Notes, the Pledged Treasury Securities, or regulatory approval required the payments by any UK mortgage regulatory regime which would be required in order Holders or the Permitted Investments of such payments pursuant to enable it to continue administering Section 5.5 hereof, or as the Mortgage Loanscase may be, as provided by this Section 5.4; or (d2) commence an action or proceeding like that described in clause 5.4(b)(1) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly Transfer: (ai) default is made by any Pledged Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests (if the Administrator in the payment on the due date of any payment due and payable by it under this Agreement and such default continues unremedied for Treasury Portfolio has become a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any component of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such default, provided however that where the relevant default occurs Income PACS as a result of a default by any person to whom the Administrator has sub-contracted Successful Initial Remarketing or delegated part of its obligations hereunder, such default shall not constitute a Termination Tax Event if within such twenty (20) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such defaultRedemption); (cii) any Pledged Treasury Securities, and (iii) payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to his interest in the Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Purchase Contract Agent shall have the right to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Notes, the Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged Treasury Securities or payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof, as the case may be, as provided by this Section 5.04, the Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Administrator at any time fails Purchase Contract Agent shall be unable to obtain such opinion within ten days after the necessary license occurrence of such Termination Event or regulatory approval required (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged Treasury Securities, the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof or the Proceeds of any UK mortgage regulatory regime which would be required of the foregoing, as the case may be, as provided in this Section 5.04, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to enable it effectuate the release and transfer of all Pledged Notes, Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged Treasury Securities, or the payments by Holders (or the Permitted Investments of such payments) pursuant to continue administering Section 5.05 hereof, or as the Mortgage Loanscase may be, as provided by this Section 5.04; or (dii) commence an action or proceeding like that described in clause 5.04(b)(i) hereof within ten days after the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

Termination Event. If Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Debentures underlying Pledged Applicable Ownership Interests in Debentures (or, if (i) a Special Event Redemption if the proceeds thereof were used to acquire the Treasury Portfolio in accordance with the Purchase Contract Agreement, (ii) a Mandatory Redemption if the proceeds thereof were used to acquire the Treasury Portfolio in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing, as the case may be, has occurred, the Pledged Applicable Ownership Interests in the Treasury Portfolio) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the following events (each Holders of the Corporate Units and the Treasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company’s becoming a "Termination Event") debtor under the Bankruptcy Code, and if the Collateral Agent shall occur: (a) default is made for any reason fail promptly to effectuate the release and Transfer of all Pledged Applicable Ownership Interests in Debentures, the Pledged Applicable Ownership Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the DB1/ 112040219.3 case may be, as provided by this Section 4.3, any Holder may, and the Purchase Contract Agent shall, upon receipt from the Holders of security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by the Administrator Purchase Contract Agent in the payment on the due date compliance with this paragraph, (i) use its reasonable best efforts to obtain an opinion of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial nationally recognized law firm reasonably acceptable to the interests of Collateral Agent to the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such defaulteffect that, provided however that where the relevant default occurs as a result of the Company being the debtor in such a default by bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) any person such Holder or the Purchase Contract Agent shall be unable to whom obtain such opinion within ten days after the Administrator has sub-contracted or delegated part occurrence of its obligations hereunder, such default shall not constitute a Termination Event if within or (B) the Collateral Agent shall continue, after delivery of such twenty (20) day period opinion, to refuse to effectuate the Administrator replaces release and Transfer of all Pledged Applicable Ownership Interests in Debentures, the relevant sub-contractor Pledged Applicable Ownership Interests in the Treasury Portfolio or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then any Holder may, and the Beneficiaries against Purchase Contract Agent shall within 15 days after the consequences occurrence of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Termination Event, then commence an action or proceeding in the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement court with effect from a date (not earlier than the date jurisdiction of the notice) specified Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Applicable Ownership Interests in such notice. Upon termination Debentures, the Pledged Applicable Ownership Interests in the Treasury Portfolio or of the AdministratorPledged Treasury Securities, as the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c)case may be, as provided by this Section 4.3 or (dii) and (e), provided that commence an action or proceeding in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision court with jurisdiction of the Transaction Documents, shall not itself be required to perform any duties Company’s case under the Bankruptcy Code like that described in clause (i)(B) of this Section 4.3 within ten days after the Administratoroccurrence of such Termination Event.

Termination Event. If any (a) Upon receipt by the Collateral Agent of written notice from the following events (each Company or the Purchase Contract Agent that a "Termination Event") Event has occurred, the Collateral Agent shall occurrelease all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (ai) default is made any Pledged Subordinated Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests; (ii) any Pledged Treasury Securities, and (iii) any payments by Holders (or the Administrator Permitted Investments of such payments) pursuant to Section 4.05 hereof, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder shall be entitled to receive less than $__________ with respect to its interest in the payment on Applicable Ownership Interests (as specified in clause (i) of the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware definition of such default;term) in the Treasury Portfolio, the Purchase Contract Agent shall have the right (but not the obligation) to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio. (b) default is made If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Subordinated Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and payments by Holders (or the Administrator in the performance or observance Permitted Investments of such payments) pursuant to Section 4.05 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 4.04, the Purchase Contract Agent shall: (i) use its other covenants best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.04, and material obligations under this Agreement shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) any Holder or the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Subordinated Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 4.05 hereof and Proceeds of any of the other Transaction Documentsforegoing, which as the case may be, the Security Trustee having been informed thereof as specified below provided in this sub-clauseSection 4.04, is materially prejudicial to then any Holder may and the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) Purchase Contract Agent shall within fifteen days after the Administrator becoming aware occurrence of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period commence an action or proceeding in the Administrator replaces court having jurisdiction of the relevant sub-contractor or delegate with Company's case under the Bankruptcy Code seeking an entity capable order requiring the Collateral Agent to effectuate the release and transfer of remedying such default or alternatively indemnifies the Mortgages Trustee all Pledged Subordinated Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the Beneficiaries against payments by Holders (or the consequences Permitted Investments of such default;payments) pursuant to Section 4.05 hereof and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 4.04; and (cii) commence an action or proceeding like that described in Section 4.04(b)(i) hereof within ten days after the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency occurrence of such Termination Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.