Common use of Termination following a Termination Event Clause in Contracts

Termination following a Termination Event. The Issuer or the Administrator on its behalf: (a) shall close the relevant Account and (where applicable upon the closure of all Accounts provided pursuant to this Agreement) terminate this Agreement and in the event any of the matters specified in paragraph (ii) below occurs; (b) shall (with the prior written consent of the Trustee) close the relevant Account and (where applicable upon the closure of all Accounts provided pursuant to this Agreement) terminate this Agreement in the event any of the matters specified in paragraphs (iii) to (vi) below occur; and (c) may (with the prior written consent of the Trustee) close the relevant Account and (where applicable upon the closure of all Accounts provided pursuant to this Agreement) terminate this Agreement and, in the event any of the matters specified in paragraphs (i), (vii) or (viii) below occur, in each case, by serving a written notice of termination on the Account Bank in the following circumstances: (i) if a deduction or withholding for or on account of any Tax is imposed, or it appears likely that such a deduction or withholding will be imposed, in respect of the interest payable on any of the Accounts; or (ii) any rating of the Account Bank falls below the Account Bank Required Minimum Rating (in the case of the Transaction Account or an applicable Additional Account) or the Hedge Collateral Account Bank Required Rating (in the case of each Hedge Collateral Account or an applicable Additional Account); or (iii) if the Account Bank, otherwise than for the purposes of such solvent amalgamation or reconstruction as is referred to in paragraph (iv) below, ceases or, through an authorised action of the board of directors of the Account Bank, threatens to cease to carry on all or substantially all of its business or is deemed unable to pay its debts as and when they fall due within the meaning of section 123(1)(a) of the Insolvency Act (on the basis that the reference in such section to £750 was read as a reference to £10 million), section 123(1)(c) (on the basis that the words "for a sum exceeding £10 million" were inserted after the words "extract registered bond" and "extract registered protest") and section 123(2) of the Insolvency Act or ceases to be an authorised institution under FSMA; or (iv) if an order is made or an effective resolution is passed for the winding- up of the Account Bank except a winding-up for the purposes of or pursuant to a solvent amalgamation or reconstruction the terms of which have previously been approved in writing by the Trustee; or (v) if proceedings are initiated against the Account Bank under any applicable liquidation, insolvency, bankruptcy, composition, reorganisation (other than a reorganisation where the Account Bank is solvent) or other similar laws (including, but not limited to, presentation of a petition for an administration order, the filing of documents with the court for the appointment of an administrator or the service of a notice of intention to appoint an administrator) and (except in the case of presentation of petition for an administration order, the filing of documents with the court for the appointment of an administrator or the service of a notice of intention to appoint an administrator) such proceedings are not, in the opinion of the Trustee, being disputed in good faith with a reasonable prospect of success or an administration order is granted or the appointment of an administrator takes effect or an administrative receiver or other receiver, liquidator, trustee in sequestration or other similar official is appointed in relation to the Account Bank or in relation to the whole or any substantial part (in the opinion of the Trustee) of the undertaking or assets of the Account Bank, or an encumbrancer takes possession of the whole or any substantial part (in the opinion of the Trustee) of the undertaking or assets of the Account Bank, or a distress, execution or diligence or other process shall be levied or enforced upon or sued out against the whole or any substantial part (in the opinion of the Trustee) of the undertaking or assets of the Account Bank and such possession or process (as the case may be) is not discharged or otherwise ceases to apply within 30 days of its commencement, or the Account Bank initiates or consents to judicial proceedings relating to itself under applicable liquidation, insolvency, bankruptcy, composition, reorganisation or other similar laws or makes a conveyance or assignment or assignation for the benefit of its creditors generally or takes steps with a view to obtaining a moratorium in respect of any of its indebtedness; or (vi) if (subject to Clause 3.2 (Establishment of the Accounts)) a default is made by the Account Bank 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 Business Days after the earlier of the Account Bank becoming aware of such default and receipt by the Account Bank of written notice from the Issuer, the Administrator and/or (following service of an Enforcement Notice) the Trustee, as the case may be, requiring the same to be remedied; or (vii) if a default is made by the Account Bank in the performance or observance of any of its other covenants and obligations under this Agreement, which (a) in the opinion of the Trustee is materially prejudicial to the interests of the Noteholders or (b) if no Notes are then outstanding, the other Secured Parties confirm in writing to the Trustee it is materially prejudicial to their interests and such default continues unremedied for a period of twenty Business Days after the earlier of the Account Bank becoming aware of such default and receipt by the Account Bank of written notice from the Issuer, the Administrator and/or (following service of an Enforcement Notice) the Trustee requiring the same to be remedied; or (viii) the Account Bank ceases to be a FATCA Compliant Entity, (i) unless the Issuer transfers (at its own cost) the balance of the relevant Account to an account held with such bank or financial institution (which is an Authorised Entity) with a rating at least equal to the Account Bank Required Minimum Rating or the Hedge Collateral Account Bank Required Rating, as applicable (a "Replacement Account Bank") on substantially similar terms to those set out in this Agreement, provided that (i) where the Issuer or the Administrator determines that it is not practicable, taking into account the then prevailing market conditions (notwithstanding that the fee payable to the Replacement Account Bank may be higher), to agree terms substantially similar to those set out in this Agreement with such substitute account bank, the Issuer or the Administrator shall have certified in writing to the Trustee, that such terms are reasonable commercial terms taking into account the then prevailing current market conditions, which certificate may be relied upon by the Trustee without any liability and without further enquiry and shall be conclusive and binding on all parties and the Secured Parties and (ii) the Trustee shall not be obliged to enter into any such arrangements if to do so would, in the sole opinion of the Trustee, have the effect of increasing the obligations or duties, or decreasing the protections, of the Trustee in the Relevant Documents and/or the Conditions; or (ii) if in circumstances where termination has occurred pursuant to Clause 9.1(c)(ii) (within 30 calendar days) the Issuer procures a guarantee of the Account Bank's obligations under this Account Bank Agreement from such guarantor bank or financial institution with a rating at least equal to the Account Bank Required Minimum Rating or the Hedge Collateral Account Bank Required Rating, as applicable; or (iii) if such other remedial action is taken as may be acceptable to the Rating Agencies in order to maintain the rating of the Most Senior Class of Rated Notes. The Administrator, the Trustee and the Issuer shall use reasonable endeavours to agree such terms with such a Replacement Account Bank within 30 calendar days of the date of the termination notice referred to above. In the event of such termination the Account Bank shall use reasonable endeavours to assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and shall transfer all amounts standing to the credit of the relevant Account to the accounts with the Replacement Account Bank notified to it by the Issuer.

Termination following a Termination Event. ‌ The Issuer or the PML as Administrator on its behalf: (a) shall close the relevant Account and (where applicable upon the closure of all Accounts provided pursuant to this Agreement) terminate this Agreement and in the event any of the matters specified in paragraph (iiClause 9.1(a)(ii) below occurs;occurs;‌ (b) shall (with the prior written consent of the Trustee) close the relevant Account and (where applicable upon the closure of all Accounts provided pursuant to this Agreement) terminate this Agreement in the event any of the matters specified in paragraphs (iiiClauses 9.1(a)(iii) to (vi9.1(a)(vi) below occur; and (c) may (with the prior written consent of the Trustee) close the relevant Account and (where applicable upon the closure of all Accounts provided pursuant to this Agreement) terminate this Agreement and, in the event any of the matters specified in paragraphs (iClauses 9.1(a)(i), (vii9.1(a)(vii) or (viii9.1(a)(viii) below occur, in each case, by serving a written notice of termination on the Account Bank in the following circumstances: (i) if a deduction or withholding for or on account of any Tax is imposed, or it appears likely that such a deduction or withholding will be imposed, in respect of the interest payable on any of the Accounts; oror‌ (ii) any rating of the Account Bank falls below the Account Bank Required Minimum Rating (in the case of the Transaction Account or an applicable Additional Account) or the Hedge Collateral Account Bank Required Rating (in the case of each the Hedge Collateral Account or an applicable Additional Account); oror‌ (iii) if the Account Bank, otherwise than for the purposes of such solvent amalgamation or reconstruction as is referred to in paragraph (ivClause 9.1(a)(iv) below, ceases or, through an authorised action of the board of directors of the Account Bank, threatens to cease to carry on all or substantially all of its business or is deemed unable to pay its debts as and when they fall due within the meaning of section 123(1)(a) of the Insolvency Act (on the basis that the reference in such section to £750 was read as a reference to £10 million), section 123(1)(c) (on the basis that the words "for a sum exceeding £10 million" were inserted after the words "extract registered bond" and "extract registered protest") and section 123(2) of the Insolvency Act or ceases to be an authorised institution under FSMA; oror‌ (iv) if an order is made or an effective resolution is passed for the winding- up of the Account Bank except a winding-up for the purposes of or pursuant to a solvent amalgamation or reconstruction the terms of which have previously been approved in writing by the Trustee; oror‌ (v) if proceedings are initiated against the Account Bank under any applicable liquidation, insolvency, bankruptcy, composition, reorganisation (other than a reorganisation where the Account Bank is solvent) or other similar laws (including, but not limited to, presentation of a petition for an administration order, the filing of documents with the court for the appointment of an administrator or the service of a notice of intention to appoint an administrator) and (except in the case of presentation of petition for an administration order, the filing of documents with the court for the appointment of an administrator or the service of a notice of intention to appoint an administrator) such proceedings are not, in the opinion of the Trustee, being disputed in good faith with a reasonable prospect of success or an administration order is granted or the appointment of an administrator takes effect or an administrative receiver or other receiver, liquidator, trustee in sequestration or other similar official is appointed in relation to the Account Bank or in relation to the whole or any substantial part (in the opinion of the Trustee) of the undertaking or assets of the Account Bank, or an encumbrancer takes possession of the whole or any substantial part (in the opinion of the Trustee) of the undertaking or assets of the Account Bank, or a distress, execution or diligence or other process shall be levied or enforced upon or sued out against the whole or any substantial part (in the opinion of the Trustee) of the undertaking or assets of the Account Bank and such possession or process (as the case may be) is not discharged or otherwise ceases to apply within 30 days of its commencement, or the Account Bank initiates or consents to judicial proceedings relating to itself under applicable liquidation, insolvency, bankruptcy, composition, reorganisation or other similar laws or makes a conveyance or assignment or assignation for the benefit of its creditors generally or takes steps with a view to obtaining a moratorium in respect of any of its indebtedness; or (vi) if (subject to Clause 3.2 (Establishment of the Accounts)3.2) a default is made by the Account Bank 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 Business Days after the earlier of the Account Bank becoming aware of such default and receipt by the Account Bank of written notice from the Issuer, the an Administrator and/or (following service of an Enforcement Notice) the Trustee, as the case may be, requiring the same to be remedied; oror‌ (vii) if a default is made by the Account Bank in the performance or observance of any of its other covenants and obligations under this Agreement, which (a) in the opinion of the Trustee is materially prejudicial to the interests of the Noteholders or (b) if no Notes are then outstanding, to the interests of the Residual Certificateholders or (c) if no Notes or Residual Certificates are then outstanding, the other Secured Parties confirm in writing to the Trustee it is materially prejudicial to their interests and such default continues unremedied for a period of twenty Business Days after the earlier of the Account Bank becoming aware of such default and receipt by the Account Bank of written notice from the Issuer, the PML as Administrator and/or (following service of an Enforcement Notice) the Trustee requiring the same to be remedied; oror‌ (viii) the Account Bank ceases to be a FATCA Compliant Entity,Entity,‌ (i) unless the Issuer transfers (at its own cost) the balance of the relevant Account to an account held with such bank or financial institution (which is an Authorised Entity) with a rating at least equal to the Account Bank Required Minimum Rating or the Hedge Collateral Account Bank Required Rating, as applicable and able to give the representations in Clauses 19.4 and 19.5 (a "Replacement Account Bank") on substantially similar terms to those set out in this Agreement, provided that (i) where the Issuer or the PML as Administrator determines that it is not practicable, taking into account the then prevailing market conditions (notwithstanding that the fee payable to the Replacement Account Bank may be higher), to agree terms substantially similar to those set out in this Agreement with such substitute account bank, the Issuer or the PML as Administrator shall have certified in writing to the Trustee, Trustee that such terms are reasonable commercial terms taking into account the then prevailing current market conditions, which certificate may be relied upon by the Trustee without any liability and without further enquiry and shall be conclusive and binding on all parties and the Secured Parties and (ii) the Trustee shall not be obliged to enter into any such arrangements if to do so would, in the sole opinion of the Trustee, have the effect of increasing the obligations or duties, or decreasing the protections, of the Trustee in the Relevant Documents and/or the Conditions; or (ii) if in circumstances where termination has occurred pursuant to Clause 9.1(c)(ii) (within 30 60 calendar days) the Issuer procures a guarantee of the Account Bank's obligations under this Account Bank Agreement from such guarantor bank or financial institution with a rating at least equal to the Account Bank Required Minimum Rating or the Hedge Collateral Account Bank Required Rating, as applicable; or (iii) if such other remedial action is taken as may be acceptable to the Rating Agencies in order to maintain the rating of the Most Senior Class of Rated Notes. The Administrator, the Trustee and the Issuer shall use reasonable endeavours to agree such terms with such a Replacement Account Bank within 30 calendar days of the date of the termination notice referred to above. In the event of such termination the Account Bank shall use reasonable endeavours to assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and shall transfer all amounts standing to the credit of the relevant Account to the accounts with the Replacement Account Bank notified to it by the Issuer.

Termination following a Termination Event. The Issuer or the PML as Administrator on its behalf: (a) shall close the relevant Account and (where applicable upon the closure of all Accounts provided pursuant to this Agreement) terminate this Agreement and in the event any of the matters specified in paragraph (ii) below occurs; (b) shall (with the prior written consent of the Trustee) close the relevant Account and (where applicable upon the closure of all Accounts provided pursuant to this Agreement) terminate this Agreement in the event any of the matters specified in paragraphs (iii) to (vi) below occur; and (c) may (with the prior written consent of the Trustee) close the relevant Account and (where applicable upon the closure of all Accounts provided pursuant to this Agreement) terminate this Agreement and, in the event any of the matters specified in paragraphs (i), (vii) or (viii) below occur, in each case, by serving a written notice of termination on the Account Bank in the following circumstances: (i) if a deduction or withholding for or on account of any Tax is imposed, or it appears likely that such a deduction or withholding will be imposed, in respect of the interest payable on any of the Accounts; or (ii) any rating of the Account Bank falls below the Account Bank Required Minimum Rating (in the case of the Transaction Account or an applicable Additional Account) or the Hedge Collateral Account Bank Required Rating (in the case of each the Hedge Collateral Account or an applicable Additional Account); or (iii) if the Account Bank, otherwise than for the purposes of such solvent amalgamation or reconstruction as is referred to in paragraph (iv) below, ceases or, through an authorised action of the board of directors of the Account Bank, threatens to cease to carry on all or substantially all of its business or is deemed unable to pay its debts as and when they fall due within the meaning of section 123(1)(a) of the Insolvency Act (on the basis that the reference in such section to £750 was read as a reference to £10 million), section 123(1)(c) (on the basis that the words "for a sum exceeding £10 million" were inserted after the words "extract registered bond" and "extract registered protest") and section 123(2) of the Insolvency Act or ceases to be an authorised institution under FSMA; or (iv) if an order is made or an effective resolution is passed for the winding- up of the Account Bank except a winding-up for the purposes of or pursuant to a solvent amalgamation or reconstruction the terms of which have previously been approved in writing by the Trustee; or (v) if proceedings are initiated against the Account Bank under any applicable liquidation, insolvency, bankruptcy, composition, reorganisation (other than a reorganisation where the Account Bank is solvent) or other similar laws (including, but not limited to, presentation of a petition for an administration order, the filing of documents with the court for the appointment of an administrator or the service of a notice of intention to appoint an administrator) and (except in the case of presentation of petition for an administration order, the filing of documents with the court for the appointment of an administrator or the service of a notice of intention to appoint an administrator) such proceedings are not, in the opinion of the Trustee, being disputed in good faith with a reasonable prospect of success or an administration order is granted or the appointment of an administrator takes effect or an administrative receiver or other receiver, liquidator, trustee in sequestration or other similar official is appointed in relation to the Account Bank or in relation to the whole or any substantial part (in the opinion of the Trustee) of the undertaking or assets of the Account Bank, or an encumbrancer takes possession of the whole or any substantial part (in the opinion of the Trustee) of the undertaking or assets of the Account Bank, or a distress, execution or diligence or other process shall be levied or enforced upon or sued out against the whole or any substantial part (in the opinion of the Trustee) of the undertaking or assets of the Account Bank and such possession or process (as the case may be) is not discharged or otherwise ceases to apply within 30 days of its commencement, or the Account Bank initiates or consents to judicial proceedings relating to itself under applicable liquidation, insolvency, bankruptcy, composition, reorganisation or other similar laws or makes a conveyance or assignment or assignation for the benefit of its creditors generally or takes steps with a view to obtaining a moratorium in respect of any of its indebtedness; or (vi) if (subject to Clause 3.2 (Establishment of the Accounts)3.2) a default is made by the Account Bank 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 Business Days after the earlier of the Account Bank becoming aware of such default and receipt by the Account Bank of written notice from the Issuer, the an Administrator and/or (following service of an Enforcement Notice) the Trustee, as the case may be, requiring the same to be remedied; or (vii) if a default is made by the Account Bank in the performance or observance of any of its other covenants and obligations under this Agreement, which (a) in the opinion of the Trustee is materially prejudicial to the interests of the Noteholders or (b) if no Notes are then outstanding, the other Secured Parties confirm in writing to the Trustee it is materially prejudicial to their interests and such default continues unremedied for a period of twenty Business Days after the earlier of the Account Bank becoming aware of such default and receipt by the Account Bank of written notice from the Issuer, the Administrator and/or (following service of an Enforcement Notice) the Trustee requiring the same to be remedied; Residual Certificateholders or (viii) the Account Bank ceases to be a FATCA Compliant Entity, (i) unless the Issuer transfers (at its own cost) the balance of the relevant Account to an account held with such bank or financial institution (which is an Authorised Entity) with a rating at least equal to the Account Bank Required Minimum Rating or the Hedge Collateral Account Bank Required Rating, as applicable (a "Replacement Account Bank") on substantially similar terms to those set out in this Agreement, provided that (i) where the Issuer or the Administrator determines that it is not practicable, taking into account the then prevailing market conditions (notwithstanding that the fee payable to the Replacement Account Bank may be higher), to agree terms substantially similar to those set out in this Agreement with such substitute account bank, the Issuer or the Administrator shall have certified in writing to the Trustee, that such terms are reasonable commercial terms taking into account the then prevailing current market conditions, which certificate may be relied upon by the Trustee without any liability and without further enquiry and shall be conclusive and binding on all parties and the Secured Parties and (ii) the Trustee shall not be obliged to enter into any such arrangements if to do so would, in the sole opinion of the Trustee, have the effect of increasing the obligations or duties, or decreasing the protections, of the Trustee in the Relevant Documents and/or the Conditions; or (ii) if in circumstances where termination has occurred pursuant to Clause 9.1(c)(ii) (within 30 calendar days) the Issuer procures a guarantee of the Account Bank's obligations under this Account Bank Agreement from such guarantor bank or financial institution with a rating at least equal to the Account Bank Required Minimum Rating or the Hedge Collateral Account Bank Required Rating, as applicable; or (iii) if such other remedial action is taken as may be acceptable to the Rating Agencies in order to maintain the rating of the Most Senior Class of Rated Notes. The Administrator, the Trustee and the Issuer shall use reasonable endeavours to agree such terms with such a Replacement Account Bank within 30 calendar days of the date of the termination notice referred to above. In the event of such termination the Account Bank shall use reasonable endeavours to assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and shall transfer all amounts standing to the credit of the relevant Account to the accounts with the Replacement Account Bank notified to it by the Issuer.

Termination following a Termination Event. ‌ The Issuer or the Administrator on its behalf: (a) shall close the relevant Account and (where applicable upon the closure of all Accounts provided pursuant to this Agreement) terminate this Agreement and in the event any of the matters specified in paragraph (ii) below occurs; (b) shall (with the prior written consent of the Trustee) close the relevant Account and (where applicable upon the closure of all Accounts provided pursuant to this Agreement) terminate this Agreement in the event any of the matters specified in paragraphs (iii) to (vi) below occur; and (c) may (with the prior written consent of the Trustee) close the relevant Account and (where applicable upon the closure of all Accounts provided pursuant to this Agreement) terminate this Agreement and, in the event any of the matters specified in paragraphs (i), (vii) or (viii) below occur, in each case, by serving a written notice of termination on the Account Bank in the following circumstances: (i) if a deduction or withholding for or on account of any Tax is imposed, or it appears likely that such a deduction or withholding will be imposed, in respect of the interest payable on any of the Accounts; or (ii) any rating of the Account Bank falls below the Account Bank Required Minimum Rating (in the case of the Transaction Account or an applicable Additional Account) or the Hedge Collateral Account Bank Required Rating (in the case of each Hedge Collateral Account or an applicable Additional Account); or (iii) if the Account Bank, otherwise than for the purposes of such solvent amalgamation or reconstruction as is referred to in paragraph (iv) below, ceases or, through an authorised action of the board of directors of the Account Bank, threatens to cease to carry on all or substantially all of its business or is deemed unable to pay its debts as and when they fall due within the meaning of section 123(1)(a) of the Insolvency Act (on the basis that the reference in such section to £750 was read as a reference to £10 million), section 123(1)(c) (on the basis that the words "for a sum exceeding £10 million" were inserted after the words "extract registered bond" and "extract registered protest") and section 123(2) of the Insolvency Act or ceases to be an authorised institution under FSMA; or (iv) if an order is made or an effective resolution is passed for the winding- up of the Account Bank except a winding-up for the purposes of or pursuant to a solvent amalgamation or reconstruction the terms of which have previously been approved in writing by the Trustee; or (v) if proceedings are initiated against the Account Bank under any applicable liquidation, insolvency, bankruptcy, composition, reorganisation (other than a reorganisation where the Account Bank is solvent) or other similar laws (including, but not limited to, presentation of a petition for an administration order, the filing of documents with the court for the appointment of an administrator or the service of a notice of intention to appoint an administrator) and (except in the case of presentation of petition for an administration order, the filing of documents with the court for the appointment of an administrator or the service of a notice of intention to appoint an administrator) such proceedings are not, in the opinion of the Trustee, being disputed in good faith with a reasonable prospect of success or an administration order is granted or the appointment of an administrator takes effect or an administrative receiver or other receiver, liquidator, trustee in sequestration or other similar official is appointed in relation to the Account Bank or in relation to the whole or any substantial part (in the opinion of the Trustee) of the undertaking or assets of the Account Bank, or an encumbrancer takes possession of the whole or any substantial part (in the opinion of the Trustee) of the undertaking or assets of the Account Bank, or a distress, execution or diligence or other process shall be levied or enforced upon or sued out against the whole or any substantial part (in the opinion of the Trustee) of the undertaking or assets of the Account Bank and such possession or process (as the case may be) is not discharged or otherwise ceases to apply within 30 days of its commencement, or the Account Bank initiates or consents to judicial proceedings relating to itself under applicable liquidation, insolvency, bankruptcy, composition, reorganisation or other similar laws or makes a conveyance or assignment or assignation for the benefit of its creditors generally or takes steps with a view to obtaining a moratorium in respect of any of its indebtedness; or (vi) if (subject to Clause 3.2 (Establishment of the Accounts)) a default is made by the Account Bank 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 Business Days after the earlier of the Account Bank becoming aware of such default and receipt by the Account Bank of written notice from the Issuer, the Administrator and/or (following service of an Enforcement Notice) the Trustee, as the case may be, requiring the same to be remedied; or (vii) if a default is made by the Account Bank in the performance or observance of any of its other covenants and obligations under this Agreement, which (a) in the opinion of the Trustee is materially prejudicial to the interests of the Noteholders or (b) if no Notes are then outstanding, the other Secured Parties confirm in writing to the Trustee it is materially prejudicial to their interests and such default continues unremedied for a period of twenty Business Days after the earlier of the Account Bank becoming aware of such default and receipt by the Account Bank of written notice from the Issuer, the Administrator and/or (following service of an Enforcement Notice) the Trustee requiring the same to be remedied; or (viii) the Account Bank ceases to be a FATCA Compliant Entity, (i) unless the Issuer transfers (at its own cost) the balance of the relevant Account to an account held with such bank or financial institution (which is an Authorised Entity) with a rating at least equal to the Account Bank Required Minimum Rating or the Hedge Collateral Account Bank Required Rating, as applicable (a "Replacement Account Bank") on substantially similar terms to those set out in this Agreement, provided that (i) where the Issuer or the Administrator determines that it is not practicable, taking into account the then prevailing market conditions (notwithstanding that the fee payable to the Replacement Account Bank may be higher), to agree terms substantially similar to those set out in this Agreement with such substitute account bank, the Issuer or the Administrator shall have certified in writing to the Trustee, that such terms are reasonable commercial terms taking into account the then prevailing current market conditions, which certificate may be relied upon by the Trustee without any liability and without further enquiry and shall be conclusive and binding on all parties and the Secured Parties and (ii) the Trustee shall not be obliged to enter into any such arrangements if to do so would, in the sole opinion of the Trustee, have the effect of increasing the obligations or duties, or decreasing the protections, of the Trustee in the Relevant Documents and/or the Conditions; or (ii) if in circumstances where termination has occurred pursuant to Clause 9.1(c)(ii) (within 30 calendar days) the Issuer procures a guarantee of the Account Bank's obligations under this Account Bank Agreement from such guarantor bank or financial institution with a rating at least equal to the Account Bank Required Minimum Rating or the Hedge Collateral Account Bank Required Rating, as applicable; or (iii) if such other remedial action is taken as may be acceptable to the Rating Agencies in order to maintain the rating of the Most Senior Class of Rated Notes. The Administrator, the Trustee and the Issuer shall use reasonable endeavours to agree such terms with such a Replacement Account Bank within 30 calendar days of the date of the termination notice referred to above. In the event of such termination the Account Bank shall use reasonable endeavours to assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and shall transfer all amounts standing to the credit of the relevant Account to the accounts with the Replacement Account Bank notified to it by the Issuer.

Termination following a Termination Event. The Issuer or the PML as Administrator on its behalf: (a) shall close the relevant Account and (where applicable upon the closure of all Accounts provided pursuant to this Agreement) terminate this Agreement and in the event any of the matters specified in paragraph (ii) below occurs; (b) shall (with the prior written consent of the Trustee) close the relevant Account and (where applicable upon the closure of all Accounts provided pursuant to this Agreement) terminate this Agreement in the event any of the matters specified in paragraphs (iii) to (vi) below occur; and (c) may (with the prior written consent of the Trustee) close the relevant Account and (where applicable upon the closure of all Accounts provided pursuant to this Agreement) terminate this Agreement and, in the event any of the matters specified in paragraphs (i), (vii) or (viii) below occur, in each case, by serving a written notice of termination on the Account Bank in the following circumstances: (i) if a deduction or withholding for or on account of any Tax is imposed, or it appears likely that such a deduction or withholding will be imposed, in respect of the interest payable on any of the Accounts; or (ii) any rating of the Account Bank falls below the Account Bank Required Minimum Rating (in the case of the Transaction Account or an applicable Additional Account) or the Hedge Collateral Account Bank Required Rating (in the case of each the Hedge Collateral Account or an applicable Additional Account); or (iii) if the Account Bank, otherwise than for the purposes of such solvent amalgamation or reconstruction as is referred to in paragraph (iv) below, ceases or, through an authorised action of the board of directors of the Account Bank, threatens to cease to carry on all or substantially all of its business or is deemed unable to pay its debts as and when they fall due within the meaning of section 123(1)(a) of the Insolvency Act (on the basis that the reference in such section to £750 was read as a reference to £10 million), section 123(1)(c) (on the basis that the words "for a sum exceeding £10 million" were inserted after the words "extract registered bond" and "extract registered protest") and section 123(2) of the Insolvency Act or ceases to be an authorised institution under FSMA; or (iv) if an order is made or an effective resolution is passed for the winding- up of the Account Bank except a winding-up for the purposes of or pursuant to a solvent amalgamation or reconstruction the terms of which have previously been approved in writing by the Trustee; or (v) if proceedings are initiated against the Account Bank under any applicable liquidation, insolvency, bankruptcy, composition, reorganisation (other than a reorganisation where the Account Bank is solvent) or other similar laws (including, but not limited to, presentation of a petition for an administration order, the filing of documents with the court for the appointment of an administrator or the service of a notice of intention to appoint an administrator) and (except in the case of presentation of petition for an administration order, the filing of documents with the court for the appointment of an administrator or the service of a notice of intention to appoint an administrator) such proceedings are not, in the opinion of the Trustee, being disputed in good faith with a reasonable prospect of success or an administration order is granted or the appointment of an administrator takes effect or an administrative receiver or other receiver, liquidator, trustee in sequestration or other similar official is appointed in relation to the Account Bank or in relation to the whole or any substantial part (in the opinion of the Trustee) of the undertaking or assets of the Account Bank, or an encumbrancer takes possession of the whole or any substantial part (in the opinion of the Trustee) of the undertaking or assets of the Account Bank, or a distress, execution or diligence or other process shall be levied or enforced upon or sued out against the whole or any substantial part (in the opinion of the Trustee) of the undertaking or assets of the Account Bank and such possession or process (as the case may be) is not discharged or otherwise ceases to apply within 30 days of its commencement, or the Account Bank initiates or consents to judicial proceedings relating to itself under applicable liquidation, insolvency, bankruptcy, composition, reorganisation or other similar laws or makes a conveyance or assignment or assignation for the benefit of its creditors generally or takes steps with a view to obtaining a moratorium in respect of any of its indebtedness; or (vi) if (subject to Clause 3.2 (Establishment of the Accounts)3.2) a default is made by the Account Bank 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 Business Days after the earlier of the Account Bank becoming aware of such default and receipt by the Account Bank of written notice from the Issuer, the an Administrator and/or (following service of an Enforcement Notice) the Trustee, as the case may be, requiring the same to be remedied; or (vii) if a default is made by the Account Bank in the performance or observance of any of its other covenants and obligations under this Agreement, which (a) in the opinion of the Trustee is materially prejudicial to the interests of the Noteholders or (b) if no Notes are then outstanding, to the interests of the Residual Certificateholders or (c) if no Notes or Residual Certificates are then outstanding, the other Secured Parties confirm in writing to the Trustee it is materially prejudicial to their interests and such default continues unremedied for a period of twenty Business Days after the earlier of the Account Bank becoming aware of such default and receipt by the Account Bank of written notice from the Issuer, the PML as Administrator and/or (following service of an Enforcement Notice) the Trustee requiring the same to be remedied; or (viii) the Account Bank ceases to be a FATCA Compliant Entity, (i) unless the Issuer transfers (at its own cost) the balance of the relevant Account to an account held with such bank or financial institution (which is an Authorised Entity) with a rating at least equal to the Account Bank Required Minimum Rating or the Hedge Collateral Account Bank Required Rating, as applicable and able to give the representations in Clauses 19.4 and 19.5 (a "Replacement Account Bank") on substantially similar terms to those set out in this Agreement, provided that (i) where the Issuer or the PML as Administrator determines that it is not practicable, taking into account the then prevailing market conditions (notwithstanding that the fee payable to the Replacement Account Bank may be higher), to agree terms substantially similar to those set out in this Agreement with such substitute account bank, the Issuer or the PML as Administrator shall have certified in writing to the Trustee, Trustee that such terms are reasonable commercial terms taking into account the then prevailing current market conditions, which certificate may be relied upon by the Trustee without any liability and without further enquiry and shall be conclusive and binding on all parties and the Secured Parties and (ii) the Trustee shall not be obliged to enter into any such arrangements if to do so would, in the sole opinion of the Trustee, have the effect of increasing the obligations or duties, or decreasing the protections, of the Trustee in the Relevant Documents and/or the Conditions; or (ii) if in circumstances where termination has occurred pursuant to Clause 9.1(c)(ii) (within 30 60 calendar days) the Issuer procures a guarantee of the Account Bank's obligations under this Account Bank Agreement from such guarantor bank or financial institution with a rating at least equal to the Account Bank Required Minimum Rating or the Hedge Collateral Account Bank Required Rating, as applicable; or (iii) if such other remedial action is taken as may be acceptable to the Rating Agencies in order to maintain the rating of the Most Senior Class of Rated Notes. The AdministratorAdministrators, the Trustee and the Issuer shall use reasonable endeavours to agree such terms with such a Replacement Account Bank within 30 60 calendar days of the date of the termination notice referred to above. In the event of such termination the Account Bank shall use reasonable endeavours to assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and shall transfer all amounts standing to the credit of the relevant Account to the accounts with the Replacement Account Bank notified to it by the Issuer.

Termination following a Termination Event. ‌ The Issuer or the PML as Administrator on its behalf: (a) shall close the relevant Account and (where applicable upon the closure of all Accounts provided pursuant to this Agreement) terminate this Agreement and in the event any of the matters specified in paragraph (ii) below occurs; (b) shall (with the prior written consent of the Trustee) close the relevant Account and (where applicable upon the closure of all Accounts provided pursuant to this Agreement) terminate this Agreement in the event any of the matters specified in paragraphs (iii) to (vi) below occur; and (c) may (with the prior written consent of the Trustee) close the relevant Account and (where applicable upon the closure of all Accounts provided pursuant to this Agreement) terminate this Agreement and, in the event any of the matters specified in paragraphs (i), (vii) or (viii) below occur, in each case, by serving a written notice of termination on the Account Bank in the following circumstances: (i) if a deduction or withholding for or on account of any Tax is imposed, or it appears likely that such a deduction or withholding will be imposed, in respect of the interest payable on any of the Accounts; oror‌ (ii) any rating of the Account Bank falls below the Account Bank Required Minimum Rating (in the case of the Transaction Account or an applicable Additional Account) or the Hedge Collateral Account Bank Required Rating (in the case of each the Hedge Collateral Account or an applicable Additional Account); oror‌ (iii) if the Account Bank, otherwise than for the purposes of such solvent amalgamation or reconstruction as is referred to in paragraph (iv) below, ceases or, through an authorised action of the board of directors of the Account Bank, threatens to cease to carry on all or substantially all of its business or is deemed unable to pay its debts as and when they fall due within the meaning of section 123(1)(a) of the Insolvency Act (on the basis that the reference in such section to £750 was read as a reference to £10 million), section 123(1)(c) (on the basis that the words "for a sum exceeding £10 million" were inserted after the words "extract registered bond" and "extract registered protest") and section 123(2) of the Insolvency Act or ceases to be an authorised institution under FSMA; oror‌ (iv) if an order is made or an effective resolution is passed for the winding- up of the Account Bank except a winding-up for the purposes of or pursuant to a solvent amalgamation or reconstruction the terms of which have previously been approved in writing by the Trustee; oror‌ (v) if proceedings are initiated against the Account Bank under any applicable liquidation, insolvency, bankruptcy, composition, reorganisation (other than a reorganisation where the Account Bank is solvent) or other similar laws (including, but not limited to, presentation of a petition for an administration order, the filing of documents with the court for the appointment of an administrator or the service of a notice of intention to appoint an administrator) and (except in the case of presentation of petition for an administration order, the filing of documents with the court for the appointment of an administrator or the service of a notice of intention to appoint an administrator) such proceedings are not, in the opinion of the Trustee, being disputed in good faith with a reasonable prospect of success or an administration order is granted or the appointment of an administrator takes effect or an administrative receiver or other receiver, liquidator, trustee in sequestration or other similar official is appointed in relation to the Account Bank or in relation to the whole or any substantial part (in the opinion of the Trustee) of the undertaking or assets of the Account Bank, or an encumbrancer takes possession of the whole or any substantial part (in the opinion of the Trustee) of the undertaking or assets of the Account Bank, or a distress, execution or diligence or other process shall be levied or enforced upon or sued out against the whole or any substantial part (in the opinion of the Trustee) of the undertaking or assets of the Account Bank and such possession or process (as the case may be) is not discharged or otherwise ceases to apply within 30 days of its commencement, or the Account Bank initiates or consents to judicial proceedings relating to itself under applicable liquidation, insolvency, bankruptcy, composition, reorganisation or other similar laws or makes a conveyance or assignment or assignation for the benefit of its creditors generally or takes steps with a view to obtaining a moratorium in respect of any of its indebtedness; or (vi) if (subject to Clause 3.2 (Establishment of the Accounts)3.2) a default is made by the Account Bank 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 Business Days after the earlier of the Account Bank becoming aware of such default and receipt by the Account Bank of written notice from the Issuer, the an Administrator and/or (following service of an Enforcement Notice) the Trustee, as the case may be, requiring the same to be remedied; oror‌ (vii) if a default is made by the Account Bank in the performance or observance of any of its other covenants and obligations under this Agreement, which (a) in the opinion of the Trustee is materially prejudicial to the interests of the Noteholders or (b) if no Notes are then outstanding, to the interests of the Residual Certificateholders or (c) if no Notes or Residual Certificates are then outstanding, the other Secured Parties confirm in writing to the Trustee it is materially prejudicial to their interests and such default continues unremedied for a period of twenty Business Days after the earlier of the Account Bank becoming aware of such default and receipt by the Account Bank of written notice from the Issuer, the PML as Administrator and/or (following service of an Enforcement Notice) the Trustee requiring the same to be remedied; oror‌ (viii) the Account Bank ceases to be a FATCA Compliant Entity,Entity,‌ (i) unless the Issuer transfers (at its own cost) the balance of the relevant Account to an account held with such bank or financial institution (which is an Authorised Entity) with a rating at least equal to the Account Bank Required Minimum Rating or the Hedge Collateral Account Bank Required Rating, as applicable and able to give the representations in Clauses 19.4 and 19.5 (a "Replacement Account Bank") on substantially similar terms to those set out in this Agreement, provided that (i) where the Issuer or the PML as Administrator determines that it is not practicable, taking into account the then prevailing market conditions (notwithstanding that the fee payable to the Replacement Account Bank may be higher), to agree terms substantially similar to those set out in this Agreement with such substitute account bank, the Issuer or the PML as Administrator shall have certified in writing to the Trustee, Trustee that such terms are reasonable commercial terms taking into account the then prevailing current market conditions, which certificate may be relied upon by the Trustee without any liability and without further enquiry and shall be conclusive and binding on all parties and the Secured Parties and (ii) the Trustee shall not be obliged to enter into any such arrangements if to do so would, in the sole opinion of the Trustee, have the effect of increasing the obligations or duties, or decreasing the protections, of the Trustee in the Relevant Documents and/or the Conditions; oror‌ (ii) if in circumstances where termination has occurred pursuant to Clause 9.1(c)(ii) (within 30 60 calendar days) the Issuer procures a guarantee of the Account Bank's obligations under this Account Bank Agreement from such guarantor bank or financial institution with a rating at least equal to the Account Bank Required Minimum Rating or the Hedge Collateral Account Bank Required Rating, as applicable; or (iii) if such other remedial action is taken as may be acceptable to the Rating Agencies in order to maintain the rating of the Most Senior Class of Rated Notes. The AdministratorAdministrators, the Trustee and the Issuer shall use reasonable endeavours to agree such terms with such a Replacement Account Bank within 30 60 calendar days of the date of the termination notice referred to above. In the event of such termination the Account Bank shall use reasonable endeavours to assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and shall transfer all amounts standing to the credit of the relevant Account to the accounts with the Replacement Account Bank notified to it by the Issuer.