Common use of Termination Option Clause in Contracts

Termination Option. The Master Issuer and the Master Issuer Security Trustee, upon a breach by a Master Issuer Account Bank of its obligations under the Bank Account Agreement, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the Cash Management Agreement, the Master Issuer Cash Management Agreement or the Servicing Agreement, may, by giving one month's prior written notice to the 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 (i)(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 (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 and the 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, the relevant Master Issuer Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby, and the Master Issuer shall reimburse 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.

Termination Option. The Master Issuer and Mortgages Trustee (if directed by the Master Issuer Funding Companies and/or the Funding Security TrusteeTrustees) may, upon a breach by a Master Issuer the Mortgages Trustee Account Bank of its obligations under the Bank Account Agreement, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, this Agreement or the Cash Management Agreement, the Master Issuer Cash Management Agreement or the Servicing Agreement, may, by giving one month's prior written notice to the Master Issuer Account Bank (with a copy to the Master Issuer Security Trustee), terminate the appointment of such Master Issuer 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 (i)(AA) (i) whose short-termunsecured, 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 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 Fitch (or such other ratings that may be agreed between the parties hereto and the relevant Rating Agency from time to time) and (iiB) being an authorised institution under the FSMA 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 Master 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 Master Issuer Cash Manager and the Master Issuer Mortgages Trustee (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, termination the relevant Master Issuer Mortgages Trustee Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby, hereby and the Master Issuer Mortgages Trustee shall reimburse such Master Issuer the 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.

Termination Option. The Master Issuer and (with the Master consent of the Issuer Security Trustee), upon a breach by a Master the Issuer Account Bank of its obligations under the Bank Account Agreement, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the Cash Management Agreement, the Master Issuer Cash Management Agreement or the Servicing this Agreement, may, by giving one month's prior written notice to the Master Issuer Account Bank (with a copy to the Master Issuer Security Trustee), terminate the appointment of such Master the Issuer Account Bank, provided that: (a) such termination shall not be effective until a replacement financial institution or institutions (in each case (i)(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 Fitch (or such other ratings that may be agreed between acceptable to the parties hereto and the relevant respective Rating Agency from time to timeAgencies) and (ii) being an authorised institution under the FSMA 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 Master Issuer 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 Master Issuer Cash Manager and the Master 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, 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 Master Issuer shall reimburse such Master the 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.

Termination Option. The Master Ninth Issuer and the Master Ninth Issuer Security Trustee, upon a breach by a Master Ninth Issuer Account Bank of its obligations under the Bank Account Agreement, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the Cash Management Agreement, the Master First Issuer Bank Account Agreement, the Second Issuer Bank Account Agreement, the Third Issuer Bank Account Agreement, the Fourth Issuer Bank Account Agreement, the Fifth Issuer Bank Account Agreement, the Sixth Issuer Bank Account Agreement, the Seventh Issuer Bank Account Agreement, the Eighth Issuer Bank Account Agreement, the Ninth Issuer Bank Account Agreement, the First Issuer Cash Management Agreement, the Second Issuer Cash Management Agreement, the Third Issuer Cash Management Agreement, the Fourth Issuer Cash Management Agreement, the Fifth Issuer Cash Management Agreement, the Sixth Issuer Cash Management Agreement, the Seventh Issuer Cash Management Agreement, the Eighth Issuer Cash Management Agreement, the Ninth Issuer Cash Management Agreement or the Servicing Agreement, may, Agreement by giving one month's prior written notice to the Master relevant Ninth Issuer Account Bank (with a copy to the Master Ninth Issuer Security Trustee), may terminate the appointment of such Master Ninth Issuer Account Bank, provided that: (a) such termination shall not be effective until a replacement financial institution or institutions (in each case (i)(Ai) whose with a short-term, unsubordinated, unguaranteed and unsecured debt obligations are rated obligation rating of 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) A-1+ by S&P and (C) whose short-term and long-term “Issuer Default Ratings” are at least F1 and A (respectively), by Fitch (or such other ratings that may be agreed between the parties hereto and the relevant Rating Agency from time to time) provided always that where the Relevant Deposit Amount is less than 30 per cent. of the amount of the Funding Share, then the short-term, unsubordinated, unguaranteed and unsecured rating of such replacement financial institution required by S&P shall be at least A-1 (or such other rating as may be agreed between the parties hereto and S&P from time to time) and references in this Clause to a rating of A-1+ from S&P shall instead be construed as references to a rating of A-1 from S&P (or such other rating as may be agreed between the parties hereto and the S&P 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 Ninth Issuer Notes. The Master Ninth Issuer Cash Manager and the Master Ninth 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 Ninth Issuer Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby, hereby and the Master Ninth Issuer shall reimburse such Master Ninth 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.

Termination Option. The Master Issuer and the Master Issuer Security Trustee, upon a breach by a Master Issuer Account Bank of its obligations under the Bank Account Agreement, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the Cash Management Agreement, the Master Issuer Cash Management Agreement or the Servicing Agreement, may, by giving one month's prior written notice to the Master Issuer Account Bank (with a copy to the Master Issuer Security Trustee), terminate the appointment of such Master Issuer Account Bank, provided that: Provided that (a) such termination shall not be effective until a replacement financial institution or institutions (in each case (i)(A) whose short-term, unsubordinated, unguaranteed and unsecured debt obligations are rated at least P-1 by Moody'sno Default has occurred which remains uncured, (Bb) whose unsubordinatedTenant originally named herein or a Permitted Transferee remains in possession of and has been continuously operating (once having taken possession of the applicable portion of the Additional Space as provided in Section 2(b)B hereof) in the entire Additional Space from the First Takedown Space Commencement Date through the effective date of the First Termination Option or Second Termination Option, unguaranteed and unsecured debt obligations are rated at least A-1 short-term and A long-term as applicable, (or, if such institution has no short-term rating from S&P, at least A+ long-termc) either (i) all of Tenant's stock is acquired by S&P and an unaffiliated person or entity (Can "Unaffiliated Third Party") whose short-term and long-term “Issuer Default Ratings” are at least F1 and A (respectively), by Fitch (or such other ratings that may be agreed between the parties hereto and the relevant Rating Agency from time to time) and (ii) being substantially all of Tenant's assets are acquired by an authorised institution under Unaffiliated Third Party, and (iv) neither Tenant, the FSMA Unaffiliated Third Party or any affiliates thereof continue to have operations (including the leasing or owning of any property for purposes of conducting business) in Xxxxxx County, Indiana or any of the immediately surrounding counties, Tenant shall have entered into the right to terminate the Lease with respect to the Additional Space and any other space leased in Woodland VI or Woodland I effective as of either (1) the end of the fifth (5th) year of the Lease Term for the Additional Space (the "First Termination Option"), or (2) the end of the eighth (8th) year of the Lease Term for the Additional Space (the "Second Termination Option"). For purposes of this Section 16.27, any officer or director of Tenant or its affiliates shall be considered an agreement in form and substance similar affiliated party. In order to this Agreement; and (b) exercise either such termination would not adversely affect right, Tenant shall notify Landlord of such exercise in writing at least twelve (12) months prior to the then current ratings of the Rated Master Issuer Notes. The Master Issuer Cash Manager and the Master Issuer shall use reasonable endeavours to agree such terms with such a replacement financial institution or institutions within 60 calendar days of the effective date of the notice. In the event of such termination, the relevant Master Issuer Account Bank and together with such notice, Tenant shall assist the other parties hereto deliver to effect Landlord, as an orderly transition agreed upon termination fee, an amount equal to fifty percent (50%) of the banking arrangements documented hereby, gross rent (i.e. all Minimum Annual Rent and Additional Rent) that would have been paid by Tenant over the Master Issuer shall reimburse such Master Issuer Account Bank balance of the Lease Term for its reasonable costs the Additional Space and any amounts other space leased by Tenant at Woodland VI and/or Woodland I had Tenant not exercised its termination option. With respect to the First Termination Option (assuming that Tenant does not exercise its option to lease any of the Offer Space or otherwise lease additional space in Woodland VI or Woodland I), Landlord estimates that the termination fee would be approximately $4,520,975.75. With respect to the Second Termination Option (assuming that Tenant does not exercise its option to lease any of Irrecoverable VAT thereon (including reasonable costs the Offer Space or otherwise lease any space in Woodland VI or Woodland I), Landlord estimates that the termination fee would be approximately $1,808,390.30. Such payment is made in consideration for Landlord's grant of the forgoing option to terminate to compensate Landlord for rental and expenses) incurred during other concessions given to Tenant and for other good and valuable consideration. The termination fee does not constitute payment of rent to Landlord. If Tenant fails to notify Landlord by the period ofdeadline set forth above, for the First Termination Option or the Second Termination Option, as applicable, Tenant shall have waived the applicable termination right for the remainder of the term of the Lease and until completion of, such transitionany extensions thereof."

Termination Option. The Master Issuer and the Master Issuer Security Trustee, upon a breach by a Master the Issuer Account Bank of its obligations under the Bank Account Agreement, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the Cash Management Agreement, the Master Issuer Cash Management Agreement or the Servicing this Agreement, may, by giving one month's prior written notice to the Master Issuer Account Bank (with a copy to the Master Issuer Security Trustee), terminate the appointment of such Master the Issuer Account Bank, provided that: (a) such termination shall not be effective until a replacement financial institution or institutions (in each case (i)(AA) (i) whose short-termunsecured, 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 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, by Fitch (or such other ratings that may be agreed between the parties hereto and the relevant Rating Agency from time to time) and (iiB) being an authorised institution under the FSMA 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 Master 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 Master Issuer Cash Manager and the Master 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, 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 Master Issuer shall reimburse such Master the 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.

Termination Option. The Master Issuer and (with the Master consent of the Issuer Security Trustee), upon a breach by a Master the Issuer Account Bank of its obligations under the Bank Account Agreement, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the Cash Management Agreement, the Master Issuer Cash Management Agreement or the Servicing this Agreement, may, by giving one month's prior written notice to the Master Issuer Account Bank (with a copy to the Master Issuer Security Trustee), terminate the appointment of such Master the Issuer Account Bank, provided that: (a) such termination shall not be effective until a replacement financial institution or institutions (in each case (i)(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 Fitch (or such other ratings that may be agreed between acceptable to the parties hereto and the relevant respective Rating Agency from time to timeAgencies) and (ii) being an authorised institution under the FSMA 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 Master Issuer 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 Master Issuer Cash Manager and the Master 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, 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 Master Issuer shall reimburse such Master the 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.

Termination Option. The Master Issuer and the Master Issuer Security Trustee, upon a breach by a Master Issuer Account Bank of its obligations under the Bank Account Agreement, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the Cash Management Agreement, the First Issuer Bank Account Agreement, the Second Issuer Bank Account Agreement, the Third Issuer Bank Account Agreement, the Fourth Issuer Bank Account Agreement, the Fifth Issuer Bank Account Agreement, the Sixth Issuer Bank Account Agreement, the Seventh Issuer Bank Account Agreement, the Eighth Issuer Bank Account Agreement, the Ninth Issuer Bank Account Agreement, the Tenth Issuer Bank Account Agreement, this Agreement, the First Issuer Cash Management Agreement, the Second Issuer Cash Management Agreement, the Third Issuer Cash Management Agreement, the Fourth Issuer Cash Management Agreement, the Fifth Issuer Cash Management Agreement, the Sixth Issuer Cash Management Agreement, the Seventh Issuer Cash Management Agreement, the Eighth Issuer Cash Management Agreement, the Ninth Issuer Cash Management Agreement, the Tenth Issuer Cash Management Agreement, the Master Issuer Cash Management Agreement or the Servicing Agreement, may, by giving one month's prior written notice to the 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 (i)(Ai) whose with a short-termterm unsecured, unsubordinated, unguaranteed and unsecured debt obligations are rated obligation rating of at least P-1 by Moody'sXxxxx'x, (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) A-1+ by S&P and (C) whose short-term and long-term “Issuer Default Ratings” are at least F1 and A (respectively), by Fitch (or such other ratings that may be agreed between the parties hereto and the relevant Rating Agency from time to time) provided always that where the Relevant Deposit Amount is less than 30 per cent. of the amount of the Funding Share, then the short-term, unsubordinated, unguaranteed and unsecured rating of such replacement financial institution required by S&P shall be at least A-1 (or such other rating as may be agreed between the parties hereto and S&P from time to time) and references in this Clause to a rating of A-1+ from S&P shall instead be construed as references to a rating of A-1 from S&P (or such other rating as may be agreed between the parties hereto and the S&P 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 then-current ratings of the Rated Master Issuer Notes. The Master Issuer Cash Manager and the 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, the relevant Master Issuer Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby, and the Master Issuer shall reimburse 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.

Termination Option. The Master Issuer and Mortgages Trustee (if directed by the Master Issuer Funding Companies and/or the Funding Security TrusteeTrustees) may, upon a breach by a Master Issuer the Mortgages Trustee Account Bank of its obligations under the Bank Account Agreement, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, this Agreement or the Cash Management Agreement, the Master Issuer Cash Management Agreement or the Servicing Agreement, may, by giving one month's prior written notice to the Master Issuer Account Bank (with a copy to the Master Issuer Security Trustee), terminate the appointment of such Master Issuer 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, (i)(AA) (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 Fitch (or such other ratings that may be agreed between the parties hereto and the relevant Rating Agency from time to time) and (iiB) being an authorised institution under the FSMA 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 Master Issuer NotesRating Agencies has any obligation to provide such confirmation at any time). The Master Issuer Cash Manager and the Master Issuer Mortgages Trustee (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, termination the relevant Master Issuer Mortgages Trustee Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby, hereby and the Master Issuer Mortgages Trustee shall reimburse such Master Issuer the 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.

Termination Option. The Master Issuer and (with the Master consent of the Issuer Security Trustee), upon a breach by a Master the Issuer Account Bank of its obligations under the Bank Account Agreement, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the Cash Management Agreement, the Master Issuer Cash Management Agreement or the Servicing this Agreement, may, by giving one month's prior written notice to the Master Issuer Account Bank (with a copy to the Master Issuer Security Trustee), terminate the appointment of such Master the Issuer Account Bank, provided that: (a) such termination shall not be effective until a replacement financial institution or institutions (in each case (i)(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 Fitch (or such other ratings that may be agreed between acceptable to the parties hereto and the relevant respective Rating Agency from time to timeAgencies) and (ii) being an authorised institution under the FSMA 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 Master Issuer 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 Master Issuer Cash Manager and the Master 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, 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 Master Issuer shall reimburse such Master the 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.

Termination Option. The Master Issuer and (a) Sublandlord hereby reserves to itself the Master Issuer Security Trusteeright, upon a breach by a Master Issuer Account Bank notwithstanding any other provision of this Sublease to the contrary, to exercise its obligations under the Bank Account Agreementoption, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the Cash Management Agreement, the Master Issuer Cash Management Agreement or the Servicing Agreement, may, by giving one month's prior written notice pursuant to Exhibit D to the Master Issuer Account Bank (with a copy Lease, to terminate the Master Issuer Security TrusteeLease as of December 31, 2006 (the “Termination Option”), terminate in accordance with the appointment of such Master Issuer Account Bankterms thereof, provided that: subject, however, to subparagraphs (a) such termination shall not be effective until a replacement financial institution or institutions (in each case (i)(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 (or such other ratings that may be agreed between the parties hereto and the relevant Rating Agency from time to timeb) and (iic) being an authorised institution under the FSMA shall have entered into an agreement in form and substance similar to of this Agreement; andSection 19, below. (b) such termination would not adversely affect Notwithstanding the then current ratings foregoing subparagraph (a), the parties agree that in the event that the Termination Option is exercised by Sublandlord as aforesaid, Sublandlord shall assign to Subtenant, and Subtenant shall accept from Sublandlord, all of Sublandlord’s right, title and interest under the Master Lease (as the same is in effect in all materials respects as of the Rated date hereof) (the “Assignment”), subject, however, to Master Issuer NotesLandlord’s right to approve such Assignment in accordance with the terms and conditions for an assignment of the Master Lease under Section 17 of the Master Lease, and including Master Landlord’s approval in its sole discretion of Subtenant’s financial condition, provided that Master Landlord shall approve Subtenant’s financial condition if Subtenant can demonstrate through officer-signed, independent accountant prepared financial statements, or a letter of credit or cash on deposit in a bank, that Subtenant has at least five (5) full months of immediately available operating cash/working capital. The Any Assignment pursuant to this Section shall be effective as of December 31, 2006. Upon Master Issuer Cash Manager Landlord’s approval of the Assignment, Sublandlord’s exercise of the Termination Option shall be deemed rescinded; provided, however, Sublandlord’s exercise of the Termination Option shall not be deemed rescinded unless Sublandlord, Subtenant, and Master Landlord enter into an appropriate assignment and assumption agreement, acceptable to Sublandlord, Subtenant and Master Landlord, on or before December 31, 2005 (the “Assignment Agreement”), which Assignment Agreement shall provide, among other things, that from and after December 31, 2006, Sublandlord shall be released from any and all obligation and liability whatsoever under the Master Lease; provided, further, however, that that notwithstanding anything else to the contrary, in the event that such Assignment Agreement is not fully executed and delivered by Sublandlord, Subtenant, and Master Landlord on or before December 31, 2005, then (x) as of such date Subtenant’s rights under this Section 19(c) shall be null, void and of no further force or effect, (y) Subtenant shall, within 30 days thereafter, pay to Sublandlord certified funds in an amount equal to the unamortized leasing commissions incurred by Sublandlord in connection with this Sublease, and (z) Subtenant shall vacate the Premises as of December 31, 2006, and shall not lease or otherwise occupy space in the Building for a period of 180 days thereafter without the written consent of Sublandlord, all of which obligations of Subtenant shall, notwithstanding anything else to the contrary, survive the termination of this Sublease and the Master Issuer shall use reasonable endeavours Lease. Subtenant agrees to agree such terms pay any and all costs and expenses charged by Master Landlord in connection with such a replacement financial institution or institutions within 60 calendar days the Assignment, the Assignment Agreement, and the release of Sublandlord from the date of the noticeMaster Lease. In the event of such terminationany Assignment pursuant to this Section 19, then effective as of December 31, 2005, the relevant Master Issuer Account Bank shall assist the other parties hereto to effect an orderly transition purchase option set forth in Exhibit F of the banking arrangements documented herebyMaster Lease shall be of no further force or effect and shall be deemed to have been deleted from the Master Lease, and the Assignment Agreement shall contain a statement confirming this deletion. (c) In the event the Master Issuer Lease is terminated pursuant to either subparagraph (a) or (b) of this Section 19, or Assigned to Subtenant pursuant to subparagraph (b) of this Section 19, this Sublease shall reimburse terminate and be of no further force or effect from and after the date of 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 termination or Assignment, as the period ofcase may be, and until completion of, such transitionthe parties shall be released of all obligations under this Sublease thereafter accruing.

Termination Option. The Master Issuer Other than in relation to a breach or event described in Clause 8.1 above, Funding 1 and the Master Issuer Security TrusteeCash Manager may, upon a breach by a Master Issuer the relevant Funding 1 Account Bank of its obligations under the Bank Account Agreement, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the Cash Management Agreement, the Master Issuer Cash Management this Agreement or the Servicing AgreementFunding 1 Deed of Charge, and/or Funding 1 may, upon a breach by giving one month's prior written notice to the Master Issuer relevant Funding 1 Account Bank (with of its obligations under this Agreement or any other Transaction Document to which it is a copy to the Master Issuer Security Trustee)party, terminate the appointment of relevant Funding 1 Account Bank by serving one month’s written notice of termination to such Master Issuer Funding 1 Account Bank, provided that: (a) such termination shall not be effective until a replacement financial institution or institutions (in each case case, (i)(AA) (i) whose short-termunsecured, 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 financial institution has no short-term rating from S&P, at least A+ long-term) by S&P (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” Rating" are at least F1 and A (respectively), ) by Fitch (or such other ratings that may be agreed between the parties hereto and the relevant Rating Agency from time to time) and (iiB) being an authorised institution under the FSMA 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 Funding 1 (if applicable) then outstanding confirm that the then current ratings of such Rated Notes or debt instruments would not be downgraded, withdrawn or qualified as a result of such termination (it being acknowledged that none of the Rated Master 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 Master Issuer Cash Manager and the Master Issuer Funding 1 (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 Master Issuer Funding 1 Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby, hereby and the Master Issuer Funding 1 shall reimburse such Master Issuer relevant Funding 1 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.