Common use of Corporate Collateral Agent Required; Eligibility Clause in Contracts

Corporate Collateral Agent Required; Eligibility. There will at all times be a Collateral Agent hereunder with respect to each Series, Class or Tranche of Asset Pool One Notes which will be either a bank or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority, and having a rating of at least “BBB-” by Standard & Poor’s. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Issuing Entity may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Issuing Entity, serve as Collateral Agent. If at any time the Collateral Agent with respect to any Series, Class or Tranche of Asset Pool One Notes will cease to be eligible in accordance with the provisions of this Section, it will resign immediately in the manner and with the effect hereinafter specified in this Article.

Corporate Collateral Agent Required; Eligibility. There will at all times be a Collateral Agent hereunder with respect to each Series, Class or Tranche of Asset Pool One Notes which will be either a bank or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority, and having a rating of at least “"BBB-” " by Standard & Poor’s's. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Issuing Entity Issuer may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Issuing EntityIssuer, serve as Collateral Agent. If at any time the Collateral Agent with respect to any Series, Class or Tranche of Asset Pool One Notes will cease to be eligible in accordance with the provisions of this Section, it will resign immediately in the manner and with the effect hereinafter specified in this Article.

Corporate Collateral Agent Required; Eligibility. There will shall at all times be a Collateral Agent hereunder with respect to each Series, Class or Tranche of Asset Pool One Notes which will shall be either a bank or a corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any stateColumbia, authorized under such laws to exercise corporate trust powershaving, having together with its parent, a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal Federal, State or state authority, District of Columbia authority and having a rating of at least “BBB-” by Standard & Poor’swilling to act on reasonable terms. If such corporation corporation, or its parent, publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation will shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. [**The Issuing Entity may notCollateral Agent hereunder shall at all times be the Agent hereunder and the Trustee and a Paying Agent under the Indenture, nor may any subject to receipt of an Opinion of Counsel that the same Person directly or indirectly controlling, controlled by, or under common control with the Issuing Entity, serve as Collateral Agent. is not precluded by law from acting in such capacities.] If at any time the Collateral Agent with respect to any Series, Class or Tranche of Asset Pool One Notes will shall cease to be eligible in accordance with the provisions of this Section, it will shall resign immediately in the manner and with the effect hereinafter specified in this Article. The Collateral Agent may appoint one or more sub-collateral agents with offices or agencies in a city or cities outside the United States.

Corporate Collateral Agent Required; Eligibility. There will shall at all times be a Collateral Agent hereunder with respect to each Series, Class or Tranche of Asset Pool One Notes which will shall be either a bank or a corporation organized and doing business under the laws of the United States of America America, any State thereof or the District of any stateColumbia, authorized under such laws to exercise corporate trust powershaving, having together with its parent, a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal Federal, State or state authority, District of Columbia authority and having a rating of at least “BBB-” by Standard & Poor’swilling to act on reasonable terms. If such corporation corporation, or its parent, publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation will shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Issuing Entity may notCollateral Agent hereunder shall at all times be the Agent hereunder, nor may any the Trustee and a Paying Agent under the Indenture, subject to receipt of an Opinion of Counsel that the same Person directly or indirectly controlling, controlled by, or under common control with the Issuing Entity, serve as Collateral Agentis not precluded by law from acting in such capacities. If at any time the Collateral Agent with respect to any Series, Class or Tranche of Asset Pool One Notes will shall cease to be eligible in accordance with the provisions of this Section, it will shall resign immediately in the manner and with the effect hereinafter specified in this Article. The Collateral Agent may appoint one or more sub-collateral agents with offices or agencies in a city or cities outside the United States.