Common use of Termination Option Clause in Contracts

Termination Option. The Mortgages Trustee (as trustee for the Beneficiaries) and Funding may, upon a breach by the relevant Account Bank of its obligations under this Agreement, any Issuer Bank Account Agreement, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the Cash Management Agreement, any Issuer Cash Management Agreement or the Servicing Agreement (for the avoidance of doubt, to the extent that the relevant Account Bank is party to the relevant agreement) by giving one month's prior written notice to the relevant Account Bank (with a copy to the Security Trustee), terminate the appointment of such Account Bank, provided that: (a) such termination shall not be effective until a replacement financial institution or institutions (in each case (A) whose short-term, unsubordinated, unguaranteed and unsecured debt obligations are rated at least P-1 by Moody's, (B) whose unsubordinated, unguaranteed and unsecured debt obligations are rated at least A-1 short-term and A long-term (or, if such institution has no short-term rating from S&P, at least A+ long-term) by S&P and (C) whose short-term and long-term “Issuer Default Ratings” are at least F1 and A (respectively), by Fitch) shall have entered into an agreement in form and substance similar to this Agreement; and (b) such termination would not adversely affect the then current ratings of the Rated Notes. The Cash Manager, the Mortgages Trustee and Funding shall use reasonable endeavours to agree such terms with such a replacement financial institution or institutions within 60 calendar days of the date of the notice. In the event of such termination the relevant Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and the Mortgages Trustee and Funding shall reimburse the relevant Account Bank for its reasonable costs and any amounts in respect of Irrecoverable VAT thereon (including reasonable costs and expenses) incurred during the period of, and until completion of, such transition. Account Bank A shall have no obligation to find a replacement financial institution and shall not be liable for any cost, expenses or fees of any person in respect of the appointment of any replacement financial institution.

Termination Option. The Mortgages Trustee Anything in subsection A of this Article 10 to the contrary notwithstanding, if the Premises are totally damaged or are rendered wholly untenantable, or if the Building shall be so damaged by fire or other casualty that, in Landlord's sole but reasonable opinion, either substantial alteration, demolition or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable), or if the Building, after its proposed repair, alteration or restoration, shall not be economically viable as trustee for the Beneficiaries) and Funding an office building, then in any of such events, Landlord, at Landlord's option, may, upon not later than sixty (60) days following the damage, give Tenant a breach notice in writing terminating this Lease; provided that if the Premises are not substantially damaged or rendered untenantable, Landlord may not terminate this Lease unless Landlord shall elect to terminate leases affecting at least thirty percent (30%) of the rentable office area of the Building (excluding any rentable area occupied by Landlord or its affiliates). In addition, (i) if any damage shall occur to the relevant Account Bank of its obligations under this Agreement, any Issuer Bank Account Agreement, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the Cash Management Agreement, any Issuer Cash Management Agreement Premises or the Servicing Agreement Building during the last year of the Term, Landlord or Tenant shall have the option to terminate this Lease by thirty (for the avoidance of doubt, to the extent that the relevant Account Bank is party to the relevant agreement30) by giving one month's days prior written notice to the relevant Account Bank other and (with a copy to the Security Trustee), terminate the appointment of such Account Bank, provided that: (aii) such termination Landlord shall not be effective until obligated to repair or restore the Premises or the Building if a replacement financial institution holder of a mortgage or institutions (in each case (A) whose short-termunderlying leasehold applies proceeds of insurance to the loan or lease payment balance, unsubordinated, unguaranteed and unsecured debt obligations are rated at least P-1 by Moody's, (B) whose unsubordinated, unguaranteed and unsecured debt obligations are rated at least A-1 short-term and A long-term (orthe remaining proceeds, if any, available to Landlord are insufficient to pay for such institution has no short-term rating from S&Prepair or restoration. If Landlord elects to terminate this Lease, at least A+ long-term) by S&P the Term shall expire upon the date set forth in such notice, and (C) whose short-term Tenant shall vacate the Premises and long-term “Issuer Default Ratings” are at least F1 surrender the same to Landlord without prejudice however, to Landlord's rights and A (respectively), by Fitch) shall have entered into an agreement remedies against Tenant under this Lease in form and substance similar effect prior to this Agreement; and (b) such termination would not adversely affect and any Rent owing shall be paid up to such date and any payments of Rent made by Tenant which were on account of any period subsequent to such date shall be returned to Tenant. Upon the then current ratings termination of this Lease under the conditions provided for in the next preceding sentence, Tenant's liability for Rent thereafter accruing shall cease as of the Rated Notes. The Cash Manager, the Mortgages Trustee and Funding shall use reasonable endeavours to agree day following such terms with such a replacement financial institution or institutions within 60 calendar days of the date of the notice. In the event of such termination the relevant Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and the Mortgages Trustee and Funding shall reimburse the relevant Account Bank for its reasonable costs and any amounts in respect of Irrecoverable VAT thereon (including reasonable costs and expenses) incurred during the period of, and until completion of, such transition. Account Bank A shall have no obligation to find a replacement financial institution and shall not be liable for any cost, expenses or fees of any person in respect of the appointment of any replacement financial institutiondamage.

Termination Option. The Mortgages Trustee (as trustee for Master Issuer and the Beneficiaries) and Funding mayMaster Issuer Security Trustee, upon a breach by the relevant a Master Issuer Account Bank of its obligations under this Agreement, any Issuer the Bank Account Agreement, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the Cash Management Agreement, any the Master Issuer Cash Management Agreement or the Servicing Agreement (for the avoidance of doubtAgreement, to the extent that the relevant Account Bank is party to the relevant agreement) may, by giving one month's prior written notice to the relevant Master Issuer Account Bank (with a copy to the Master Issuer Security Trustee), terminate the appointment of such Master Issuer Account Bank, provided that: (a) such termination shall not be effective until a replacement financial institution or institutions (in each case (Ai)(A) whose short-term, unsubordinated, unguaranteed and unsecured debt obligations are rated at least P-1 by Moody's, (B) whose unsubordinated, unguaranteed and unsecured debt obligations are rated at least A-1 short-term and A long-term (or, if such institution has no short-term rating from S&P, at least A+ long-term) by S&P and (C) whose short-term and long-term “Issuer Default Ratings” are at least F1 and A (respectively), by FitchFitch (or such other ratings that may be agreed between the parties hereto and the relevant Rating Agency from time to time) and (ii) being an authorised institution under the FSMA shall have entered into an agreement in form and substance similar to this Agreement; and (b) such termination would not adversely affect the then current ratings of the Rated Master Issuer Notes. The Master Issuer Cash Manager, Manager and the Mortgages Trustee and Funding Master Issuer shall use reasonable endeavours to agree such terms with such a replacement financial institution or institutions within 60 calendar days of the date of the notice. In the event of such termination termination, the relevant Master Issuer Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby hereby, and the Mortgages Trustee and Funding Master Issuer shall reimburse the relevant such Master Issuer Account Bank for its reasonable costs and any amounts in respect of Irrecoverable VAT thereon (including reasonable costs and expenses) incurred during the period of, and until completion of, such transition. Account Bank A shall have no obligation to find a replacement financial institution and shall not be liable for any cost, expenses or fees of any person in respect of the appointment of any replacement financial institution.

Termination Option. The Mortgages Trustee (as trustee for if directed by the BeneficiariesFunding Companies and/or the Funding Security Trustees) and Funding may, upon a breach by the relevant Mortgages Trustee Account Bank of its obligations under this Agreement, any Issuer Bank Account Agreement, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, Agreement or the Cash Management Agreement, any Issuer Cash Management Agreement or the Servicing Agreement (for the avoidance of doubt, to the extent that the relevant Account Bank is party to the relevant agreement) by giving one month's prior written notice to the relevant Account Bank (with a copy to the Security Trustee), terminate the appointment of such the Mortgages Trustee Account Bank by serving a written notice of termination to the Mortgages Trustee Account Bank, provided that: (a) such termination shall not be effective until a replacement financial institution or institutions (in each case (A) whose short-term, unsubordinated, unguaranteed and unsecured debt obligations are rated at least P-1 by Moody's, (Bi) whose unsubordinatedunsecured, unsubordinated and unguaranteed and unsecured debt obligations are rated at least A-1 short-term and A long-term (or, if such financial institution has no short-term rating from S&PStandard & Poor's, at least A+ long-term) by S&P Standard & Poor's, (ii) whose short-term unsecured, unsubordinated and unguaranteed debt obligations are rated at least P-1 by Moody's and (Ciii) whose short-term and long-term “"Issuer Default Ratings” " are at least F1 and A (respectively), ) by FitchFitch and (B) being an authorised institution under the FSMA) shall have entered into an agreement in form and substance similar to this Agreement; and (b) such termination would not adversely affect the Rating Agencies then rating the Rated Notes or any rated debt instruments of a Funding Company (if applicable) then outstanding confirm that the then current ratings of such Rated Notes or rated debt instruments would not be downgraded, withdrawn or qualified as a result of such termination (it being acknowledged that none of the Rated Rating Agencies has any obligation to provide such confirmation at any time and that, pursuant to Condition 16, the confirmation of one of the Rating Agencies may be sufficient for such purpose in respect of the Issuer Notes). The Cash Manager, Manager and the Mortgages Trustee and Funding (as applicable) shall use reasonable endeavours to agree such terms with such a replacement financial institution or institutions within 60 30 calendar days of the date of the notice. In the event of such termination the relevant Mortgages Trustee Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and the Mortgages Trustee and Funding shall reimburse the relevant Mortgages Trustee Account Bank for its reasonable costs and any amounts in respect of Irrecoverable VAT thereon (including reasonable costs and expenses) incurred during the period of, and until completion of, such transition. Account Bank A shall have no obligation to find a replacement financial institution and shall not be liable for any cost, expenses or fees of any person in respect of the appointment of any replacement financial institution.

Termination Option. The Mortgages Trustee (as trustee for Issuer and the Beneficiaries) and Funding mayIssuer Security Trustee, upon a breach by the relevant Issuer Account Bank of its obligations under this Agreement, any Issuer Bank Account Agreementmay, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the Cash Management Agreement, any Issuer Cash Management Agreement or the Servicing Agreement (for the avoidance of doubt, to the extent that the relevant Account Bank is party to the relevant agreement) by giving one month's prior written notice to the relevant Issuer Account Bank (with a copy to the Issuer Security Trustee), terminate the appointment of such the Issuer Account Bank, provided that: (a) such termination shall not be effective until a replacement financial institution or institutions (in each case (A) whose short-term, unsubordinated, unguaranteed and unsecured debt obligations are rated at least P-1 by Moody's, (Bi) whose unsubordinatedunsecured, unsubordinated and unguaranteed and unsecured debt obligations are rated at least A-1 short-term and A long-term (or, if such financial institution has no short-short- term rating from S&PStandard & Poor's, at least A+ long-term) by S&P Standard & Poor's, (ii) whose short-term unsecured, unsubordinated and unguaranteed debt obligations are rated at least P- 1 by Moody's and (Ciii) whose short-term and long-term “"Issuer Default Ratings” " are at least F1 and A (respectively), ) by Fitch, and (B) being an authorised institution under the Financial Services and Markets Act 2000) shall have entered into an agreement in form and substance similar to this Agreement; and (b) such termination would not adversely affect the Rating Agencies then rating the Rated Notes then outstanding confirm that the then current ratings of such Rated Notes will not be downgraded, withdrawn or qualified (it being acknowledged that none of the Rated Rating Agencies has any obligation to provide such confirmation at any time and that, pursuant to Condition 16 of the Issuer Notes, the confirmation of one of the Rating Agencies may be sufficient for such purpose in respect of the Issuer Notes). The Issuer Cash Manager, Manager and the Mortgages Trustee and Funding Issuer shall use reasonable endeavours to agree such terms with such a replacement financial institution or institutions within 60 calendar 30 days of the date of the notice. In the event of such termination termination, the relevant Issuer Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and the Mortgages Trustee and Funding Issuer shall reimburse the relevant Issuer Account Bank for its reasonable costs and any amounts in respect of Irrecoverable VAT thereon (including reasonable costs and expenses) incurred during the period of, and until completion of, such transition. Account Bank A shall have no obligation to find a replacement financial institution and shall not be liable for any cost, expenses or fees of any person in respect of the appointment of any replacement financial institution.

Termination Option. The Mortgages Trustee Issuer (as trustee for with the Beneficiaries) and Funding mayconsent of the Issuer Security Trustee), upon a breach by the relevant Issuer Account Bank of its obligations under this Agreement, any Issuer Bank Account Agreementmay, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the Cash Management Agreement, any Issuer Cash Management Agreement or the Servicing Agreement (for the avoidance of doubt, to the extent that the relevant Account Bank is party to the relevant agreement) by giving one month's prior written notice to the relevant Issuer Account Bank (with a copy to the Issuer Security Trustee), terminate the appointment of such the Issuer Account Bank, provided that: (a) such termination shall not be effective until a replacement financial institution or institutions (in each case (Ai) whose short-termterm unsecured, unsubordinated, unsubordinated and unguaranteed and unsecured debt obligations are rated at least P-1 by Moody's, (B) whose unsubordinated, unguaranteed and unsecured debt obligations are rated at least A-1 short-term and A long-term (or, if such institution has no short-term rating from S&P, at least A+ long-term) by S&P ’s and (Cii) whose short-term and long-term “Issuer Default Ratings” are at least F1 and A (respectively), ) by FitchFitch (or such other ratings acceptable to the respective Rating Agencies) and (ii) being an authorised institution under the Financial Services and Markets Act 2000) shall have entered into an agreement in form and substance similar to this Agreement; and (b) such termination would not adversely affect the then current ratings of the Rated NotesNotes (if any) as confirmed in writing by each of the Rating Agencies (it being acknowledged that none of the Rating Agencies has any obligation to provide such confirmation at any time and that, pursuant to Condition 15 (Rating Agencies), the confirmation of one of the Rating Agencies may be sufficient for such purpose). The Issuer Cash Manager, Manager and the Mortgages Trustee and Funding Issuer shall use reasonable endeavours to agree such terms with such a replacement financial institution or institutions within 60 calendar 30 days of the date of the notice. In the event of such termination termination, the relevant Issuer Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and the Mortgages Trustee and Funding Issuer shall reimburse the relevant Issuer Account Bank for its reasonable costs and any amounts in respect of Irrecoverable VAT thereon (including reasonable costs and expenses) incurred during the period of, and until completion of, such transition. Account Bank A shall have no obligation to find a replacement financial institution and shall not be liable for any cost, expenses or fees of any person in respect of the appointment of any replacement financial institution.

Termination Option. The Mortgages Trustee (as trustee for if directed by the BeneficiariesFunding Companies and/or the Funding Security Trustees) and Funding may, upon a breach by the relevant Mortgages Trustee Account Bank of its obligations under this Agreement, any Issuer Bank Account Agreement, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, Agreement or the Cash Management Agreement, any Issuer Cash Management Agreement or the Servicing Agreement (for the avoidance of doubt, to the extent that the relevant Account Bank is party to the relevant agreement) by giving one month's prior written notice to the relevant Account Bank (with a copy to the Security Trustee), terminate the appointment of such the Mortgages Trustee Account Bank by serving a written notice of termination to the Mortgages Trustee Account Bank, provided that: (a) such termination shall not be effective until a replacement financial institution or institutions (in each case case, (A) (i) whose short-termterm unsecured, unsubordinated, unsubordinated and unguaranteed and unsecured debt obligations are rated at least P-1 by Moody's, 's and (Bii) whose unsubordinated, unguaranteed and unsecured debt obligations are rated at least A-1 short-term and A long-term (or, if such institution has no short-term rating from S&P, at least A+ long-term) by S&P and (C) whose short-short- term and long-term “"Issuer Default Ratings” " are at least F1 and A (respectively), ) by FitchFitch and (B) being an authorised institution under the FSMA) shall have entered into an agreement in form and substance similar to this Agreement; and (b) such termination would not adversely affect the Rating Agencies then rating the Rated Notes or any debt instruments of a Funding Company (if applicable) then outstanding confirm that the then current ratings of such Rated Notes or such debt instruments would not be downgraded, withdrawn or qualified as a result of such termination (it being acknowledged that none of the Rated NotesRating Agencies has any obligation to provide such confirmation at any time). The Cash Manager, Manager and the Mortgages Trustee and Funding (as applicable) shall use reasonable endeavours to agree such terms with such a replacement financial institution or institutions within 60 30 calendar days of the date of the notice. In the event of such termination the relevant Mortgages Trustee Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and the Mortgages Trustee and Funding shall reimburse the relevant Mortgages Trustee Account Bank for its reasonable costs and any amounts in respect of Irrecoverable VAT thereon (including reasonable costs and expenses) incurred during the period of, and until completion of, such transition. Account Bank A shall have no obligation to find a replacement financial institution and shall not be liable for any cost, expenses or fees of any person in respect of the appointment of any replacement financial institution.

Termination Option. The Mortgages Trustee Issuer (as trustee for with the Beneficiaries) and Funding mayconsent of the Issuer Security Trustee), upon a breach by the relevant Issuer Account Bank of its obligations under this Agreement, any Issuer Bank Account Agreementmay, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the Cash Management Agreement, any Issuer Cash Management Agreement or the Servicing Agreement (for the avoidance of doubt, to the extent that the relevant Account Bank is party to the relevant agreement) by giving one month's prior written notice to the relevant Issuer Account Bank (with a copy to the Issuer Security Trustee), terminate the appointment of such the Issuer Account Bank, provided that: (a) such termination shall not be effective until a replacement financial institution or institutions (in each case (Ai) whose short-termterm unsecured, unsubordinated, unsubordinated and unguaranteed and unsecured debt obligations are rated at least P-1 by Moody's, (B) whose unsubordinated, unguaranteed 's and unsecured debt obligations are rated at least A-1 short-term and A long-term (or, if such institution has no short-term rating from S&P, at least A+ long-term) by S&P and (C) whose short-term and long-term “"Issuer Default Ratings” " are at least F1 and A (respectively), ) by FitchFitch (or such other ratings acceptable to the respective Rating Agencies) and (ii) being an authorised institution under the Financial Services and Markets Act 2000) shall have entered into an agreement in form and substance similar to this Agreement; and (b) such termination would not adversely affect the then current ratings of the Rated NotesNotes (if any) as confirmed in writing by each of the Rating Agencies (it being acknowledged that none of the Rating Agencies has any obligation to provide such confirmation at any time and that pursuant to Condition 15 (Rating Agencies), the confirmation of one of the Rating Agencies may be sufficient for such purpose). The Issuer Cash Manager, Manager and the Mortgages Trustee and Funding Issuer shall use reasonable endeavours to agree such terms with such a replacement financial institution or institutions within 60 calendar 30 days of the date of the notice. In the event of such termination termination, the relevant Issuer Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and the Mortgages Trustee and Funding Issuer shall reimburse the relevant Issuer Account Bank for its reasonable costs and any amounts in respect of Irrecoverable VAT thereon (including reasonable costs and expenses) incurred during the period of, and until completion of, such transition. Account Bank A shall have no obligation to find a replacement financial institution and shall not be liable for any cost, expenses or fees of any person in respect of the appointment of any replacement financial institution.

Termination Option. The Mortgages Trustee Tenant will use the Second Expansion Space to schedule appointments with Tenant's clients (as trustee "Clients") for the Beneficiariesuse of conference rooms located in the Second Expansion Space. Landlord shall have the option to terminate the Lease with respect to the Second Expansion Space at anytime after the earlier to occur of (i) May 31, 2000, or (ii) the last date that the conference room is booked for use by any of such Clients (the "Earliest Termination Date"), provided Landlord gives notice thereof to Tenant not less than ten (10) days prior to the Earliest Termination Date. Such notice must specify the date (which cannot be prior to the Earliest Termination Date) on which Landlord desires the termination to become effective (the " Actual Termination Date"). Tenant must pay in full, on or before the Actual Termination Date all Second Expansion Space Percentage Rent, Actual Operating Expenses, additional rent, and Funding mayall other sums due by Tenant under this Lease through and including the Actual Termination Date. After Landlord's receipt of such sums, upon and so long as Tenant has surrendered the Premises, including the alterations, improvements and changes, other than Tenant's fixtures remaining the property of Tenant, broom-clean and in the condition the same were in on the commencement date for the Second Expansion Space, subject only to (i) ordinary and customary wear and tear, and (ii) damage resulting from a breach by fire or other casualty. in the relevant Account Bank of its condition required under this Lease, neither party shall have any rights, liabilities or obligations under this Agreement, any Issuer Bank Account Agreement, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the Cash Management Agreement, any Issuer Cash Management Agreement or the Servicing Agreement (Lease for the avoidance of doubtperiod accruing after the Actual Termination Date, to the extent that the relevant Account Bank is party to the relevant agreement) by giving one month's prior written notice to the relevant Account Bank (with a copy to the Security Trustee), terminate the appointment of such Account Bank, provided that: (a) such termination shall not be effective until a replacement financial institution or institutions (in each case (A) whose short-term, unsubordinated, unguaranteed and unsecured debt obligations are rated at least P-1 by Moody's, (B) whose unsubordinated, unguaranteed and unsecured debt obligations are rated at least A-1 short-term and A long-term (or, if such institution has no short-term rating from S&P, at least A+ long-term) by S&P and (C) whose short-term and long-term “Issuer Default Ratings” are at least F1 and A (respectively)except those which, by Fitch) shall have entered into an agreement in form and substance similar to this Agreement; and (b) such termination would not adversely affect the then current ratings provisions of the Rated Notes. The Cash ManagerLease, expressly survive the Mortgages Trustee and Funding shall use reasonable endeavours to agree such terms with such a replacement financial institution or institutions within 60 calendar days termination of the date of the notice. In the event of such termination the relevant Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and the Mortgages Trustee and Funding shall reimburse the relevant Account Bank for its reasonable costs and any amounts in respect of Irrecoverable VAT thereon (including reasonable costs and expenses) incurred during the period ofLease, and until completion of, such transition. Account Bank A shall have no obligation to find a replacement financial institution and shall not be liable for any cost, expenses or fees of any person in respect of the appointment of any replacement financial institutionas modified by this Third Amendment.

Termination Option. The Mortgages Trustee Issuer (as trustee for with the Beneficiaries) and Funding mayconsent of the Issuer Security Trustee), upon a breach by the relevant Issuer Account Bank of its obligations under this Agreement, any Issuer Bank Account Agreementmay, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the Cash Management Agreement, any Issuer Cash Management Agreement or the Servicing Agreement (for the avoidance of doubt, to the extent that the relevant Account Bank is party to the relevant agreement) by giving one month's prior written notice to the relevant Issuer Account Bank (with a copy to the Issuer Security Trustee), terminate the appointment of such the Issuer Account Bank, provided that: (a) such termination shall not be effective until a replacement financial institution or institutions (in each case (Ai) whose short-termterm unsecured, unsubordinated, unsubordinated and unguaranteed and unsecured debt obligations are rated at least P-1 by Moody's, (B) whose unsubordinated, unguaranteed 's and unsecured debt obligations are rated at least A-1 short-term and A long-term (or, if such institution has no short-term rating from S&P, at least A+ long-term) by S&P and (C) whose short-term and long-term “Issuer Default Ratings” are at least F1 and A (respectively), ) by FitchFitch (or such other ratings acceptable to the respective Rating Agencies) and (ii) being an authorised institution under the Financial Services and Markets Act 2000) shall have entered into an agreement in form and substance similar to this Agreement; and (b) such termination would not adversely affect the then current ratings of the Rated NotesNotes (if any) as confirmed in writing by each of the Rating Agencies (it being acknowledged that none of the Rating Agencies has any obligation to provide such confirmation at any time and that pursuant to Condition 15 (Rating Agencies) the confirmation of one of the Rating Agencies may be sufficient for such purpose). The Issuer Cash Manager, Manager and the Mortgages Trustee and Funding Issuer shall use reasonable endeavours to agree such terms with such a replacement financial institution or institutions within 60 30 calendar days of the date of the notice. In the event of such termination termination, the relevant Issuer Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and the Mortgages Trustee and Funding Issuer shall reimburse the relevant Issuer Account Bank for its reasonable costs and any amounts in respect of Irrecoverable VAT thereon (including reasonable costs and expenses) incurred during the period of, and until completion of, such transition. Account Bank A shall have no obligation to find a replacement financial institution and shall not be liable for any cost, expenses or fees of any person in respect of the appointment of any replacement financial institution.