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 Provided that Tenant is not in material default of this Lease beyond any applicable cure period, Tenant shall have the Option to Terminate this Lease (as trustee for the Beneficiaries“Termination Option”) and Funding mayon November 30, upon a breach 2003 by the relevant Account Bank giving Landlord no less than two (2) months advance written notice of Tenant’s intent to exercise its Termination Option. If Tenant gives no notice to Landlord of its intent to exercise its Termination Option Tenant must fulfill its obligations under this AgreementLease throughout the term. In the event Tenant exercises its Termination Option Tenant must pay a Termination Penalty (the “Termination Penalty”) of $10,000.00 at the time Tenant notifies Landlord of its intent to exercise its Termination Option. If Tenant fails to pay the Termination Penalty at the time it notifies Landlord of its intent to exercise its Termination Option the Termination Option shall be null and void and Tenant must fulfill its obligations under this Lease throughout the term. 34.16.1 The sidewalks, passages, exits and entrances shall not be obstructed by Tenant or used by Tenant for any Issuer Bank Account Agreementpurpose other than for ingress to and egress from the Premises. Any balconies or patios shall be left clear except for patio furniture approved by Landlord, such furniture to be of first class material, design and manufacture and of a design that complements the Funding Guaranteed Investment Contractaesthetic qualities of the building’s exterior. Any patio furniture approved by Landlord shall be kept clean and of a neat appearance. 34.16.2 The toilet rooms, the Mortgages Trustee Guaranteed Investment Contracturinals, the Cash Management Agreement, wash bowls and other apparatus shall not be used for any Issuer Cash Management Agreement or the Servicing Agreement (purpose other than for the avoidance which they were constructed and no foreign substance of doubt, any kind whatsoever shall be thrown therein and to the extent caused by Tenant or its employees or invitees, the expenses of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by Tenant. 34.16.3 Electronic key cards, individually identified, are provided to the Tenant at a reasonable fee per card to permit Tenant and Tenant’s employees to gain access to the Building outside of ordinary working hours, subject to: (i) Tenant supplying the name of each employee being given a card; (ii) Tenant requiring that the relevant Account Bank card earmarked for that employee is party actually given to that employee and not to another party, (iii) Tenant obtaining a return of said card from any current or former employee in the event that the employee leaves the company’s employ or no longer works in the Building; (iv) Tenant promptly notifying Landlord of any current or former employee in the event that the employee leaves the company’s employ or no longer works in the Building . Upon the termination of the tenancy, Tenant shall deliver to the relevant agreement) by giving one month's prior written notice to Landlord all keys or electronic key cards and passes for 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 noticePremises. In the event of loss of any keys or electronic key cards furnished by Landlord, Tenant shall pay the Landlord therefore. Tenant shall not make or cause to be made any such termination keys or electronic key cards and shall order all such keys or electronic key cards solely from Landlord for any additional such keys or electronic key cards over and above the relevant Account Bank keys or electronic key cards furnished by Landlord at occupancy. 34.16.4 Without the prior written consent of Landlord, no assignee, subtenant or successor in interest of Tenant shall assist use the other parties hereto to effect an orderly transition name of the banking arrangements documented hereby Project or any picture of the Project or Building in connection with or in promoting or advertising the business of Tenant except Tenant may use the address of the Building as the address of its business. 34.16.5 Tenant shall allow no animals or pets to be brought to or remain in the Premises or any part thereof, without the prior written consent of Landlord. 34.16.6 Tenant agrees that it and its employees will cooperate fully with Project employees in 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 implementation of any security procedures for the Project. 34.16.7 Landlord reserves the right to exclude or expel from the Project any person who, in respect the judgement of Landlord is intoxicated or under the influence of liquor or drugs or who shall in any manner do any act in violation of any of the appointment rules and regulations of the Project. 34.16.8 No vending machines of any replacement financial institutiondescription shall be installed, maintained or operated in a place on the Premises visible from outside the Premises, without the written consent of Landlord. 34.16.9 Tenant shall not: 34. 16.9.1 place any radio or television antennae on the roof or on any part or the outside of the Premises or elsewhere on the Project without Landlord’s prior written consent;

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 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 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 Other than in relation to a breach or event described in Clause 8.1 above, Funding 1 and the Beneficiaries) and Funding Cash Manager may, upon a breach by the relevant Funding 1 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 Funding 1 Deed of doubtCharge, to the extent that and/or Funding 1 may, upon a breach by the relevant Funding 1 Account Bank of its obligations under this Agreement or any other Transaction Document to which it 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)party, terminate the appointment of relevant Funding 1 Account Bank by serving one month’s written notice of termination to such Funding 1 Account Bank, provided that: (a) such termination shall not be effective until a replacement financial institution or institutions (in each case 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&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 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 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 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, the Mortgages Trustee Manager and 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 termination, the relevant Funding 1 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 1 shall reimburse the 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.

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 Subject to the terms and conditions of this paragraph, Tenant may at any time and from time to time during the Primary Term and during the first twelve (12) months of the first Extended Term terminate the Lease as trustee for to any one or more of the Beneficiaries) and Funding may, upon a breach by the relevant Account Bank of its obligations under this Agreement, any Issuer Bank Account AgreementClear Fork Building, the Funding Guaranteed Investment ContractWest Fork Building, the Mortgages Trustee Guaranteed Investment ContractControl Center, and/or the Cash Management AgreementData Center, 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) in each case by giving one month's prior written notice to Landlord specifying the relevant Account Bank portion of the Premises (i.e., all of the Clear Fork Building, all of the West Fork Building, all of the Control Center, and/or all of the Data Center) with a copy respect to which Tenant has elected to terminate the Lease. Further, if Tenant has exercised the option to extend the term of the Lease as to both the Clear Fork Building and the West Fork Building, following the twelfth (12th) month of the Extended Term as to the Security Trustee)West Fork Building and the Clear Fork Building, Tenant may at any time or from time to time during such portion of the Extended Term terminate the appointment Lease as to one (but not both) of the Clear Fork Building or the West Fork Building by written notice to Landlord specifying the portion of the Premises (i.e., all of the Clear Fork Building or all of the West Fork Building) with respect to which Tenant has elected to terminate the Lease. The effective date of any such termination shall be six (6) months after Landlord’s receipt of such Account Bankwritten notice of termination from Tenant, provided that: subject to Tenant’s compliance with the provisions of this paragraph. If Tenant properly and timely elects to terminate the Lease as to any one or more of the Clear Fork Building, the West Fork Building, the Control Center and/or the Data Center, such termination shall be effective only if Tenant shall (a) have paid all Basic Rent, Additional Rent and other sums owing by Tenant to Landlord through the effective date of such termination shall not be effective until a replacement financial institution or institutions (in each case (A) whose short-termtermination, 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 be in default under any of the Rated Notes. The Cash Managerterms, conditions or provisions of 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 Lease as of the date of Landlord’s receipt of such notice of termination or as of the noticeeffective date of such termination. Any such termination shall be effective only as to all (but not part) of the particular component of the Premises with respect to which Tenant desires to terminate the Lease (e.g., if Tenant desires to terminate the Lease as to the West Fork Building, any such termination shall be effective only as to all (but not part) of the West Fork Building). Following such termination and payment by Tenant to Landlord of any sums owing by Tenant to Landlord, neither Landlord nor Tenant shall have any obligations to the other with respect to the portion of the Premises with respect to which the Lease has been terminated except those obligations of Landlord and Tenant under the Lease through the effective date of such termination and those obligations which survive the expiration or termination of the Lease as specified in the Lease. In the event that Tenant fails to properly and timely comply with the provisions of such termination this paragraph entitling Tenant to terminate the relevant Account Bank shall assist the other parties hereto Lease as to effect an orderly transition any one or more of the banking arrangements documented hereby Clear Fork Building, the West Fork Building, the Control Center and/or the Data Center, Tenant shall be deemed to have waived Tenant’s right to terminate the Lease pursuant to this paragraph and the Mortgages Trustee Lease shall continue in full force 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 institutioneffect.

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.

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 33.1 In the event (as trustee for a) Tenant needs to lease an additional 3,000 rentable square feet of space or more, and (b) Landlord is unable to satisfy the Beneficiaries) and Funding may, upon a breach by the relevant Account Bank specific space requirement 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 Tenant (for the avoidance of doubt, with space that is substantially similar to the extent Premises, including, but not limited to, location, window lines, quality, and amenities), and deliver the same in at least the same condition as the Premises were delivered to Tenant as of the Commencement Date of this Lease within the time period needed for occupancy by Tenant [and otherwise substantially the same terms and conditions as this Lease or as may be reasonably appropriate given the expansion of the Premises (including, but not limited to, a reasonable rent abatement period for Tenant to perform its initial fit-up and transition into the new space)] (collectively, "Tenant's Expansion Requirements") in any Class A building owned by Landlord or Landlord's affiliate in Bedminster, New Jersey or Bridgewater, New Jersey that the relevant Account Bank is party substantially similar to the relevant agreementBuilding (which time period shall not exceed one hundred eighty (180) by giving one monthdays of Landlord's prior receipt of Tenant's written notice describing Tenant's Expansion Requirements), Tenant shall have the option (the "Early Termination Option") to terminate this Lease on not less than ninety (90) days' advance written notice to the relevant Account Bank Landlord (with a copy to the Security Trustee"Tenant's Termination Notice"), 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 effective date of termination identified in Tenant's Termination Notice is hereinafter referred to as the notice"Early Termination Date". In the event of that Tenant exercises such termination Early Termination Option, Tenant shall pay to Landlord, on or before the relevant Account Bank shall assist Early Termination Date, an amount equal to (a) the other parties hereto to effect an orderly transition unamortized portion of the banking arrangements documented cost of the Tenant Improvement Work and brokerage commissions, collectively amortized on a straight line basis over the Term, at an annual interest rate of eight percent (8%) (the "Termination Fee"). Tenant hereby understands and acknowledges that the Mortgages Trustee and Funding shall reimburse early termination of this Lease, pursuant to 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 ofEarly Termination Option, 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 effectuated without Tenant's payment of the appointment Termination Fee. In addition to the payments described above, Tenant's right to exercise the Early Termination Option shall be subject to Tenant's not being in default beyond any applicable notice and cure period as of any replacement financial institutionthe date Tenant delivers the Early Termination Notice or the Early Termination Date. Upon the exercise of the Early Termination Option, this Lease shall terminate on the Early Termination Date as if such date were the Expiration Date, and Tenant shall surrender and return to Landlord, the Premises in the condition required by this Lease.

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.