Common use of Corporate Indenture Trustee Required; Eligibility Clause in Contracts

Corporate Indenture Trustee Required; Eligibility. There will at all times be an Indenture Trustee hereunder with respect to all Classes of 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 a federal or state authority of the United States, and the long-term unsecured debt obligation of which are rated at least BBB from each Note Rating Agency then rating Outstanding Notes if such institution is rated by the Note Rating Agency, as applicable, or if such Note Rating Agency downgrades the Indenture Trustee below such minimum rating, the Indenture Trustee may obtain, at its own expense, a confirmation from such Note Rating Agency that downgraded the Indenture Trustee below such rating category that there is no Ratings Effect by reason of such downgrade to a lower rating. If such bank or 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 bank or corporation will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Issuer may not, nor may any Person directly or indirectly Controlling, Controlled by, or under common Control with the Issuer, serve as Indenture Trustee. If at any time the Indenture Trustee ceases to be eligible in accordance with the provisions of this Section, it shall resign immediately upon failure to obtain such confirmation within a reasonable time after such ineligibility in the manner and with the effect hereinafter specified in this Article.

Corporate Indenture Trustee Required; Eligibility. There will at all times be an Indenture Trustee hereunder with respect to all Classes of 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 a federal or state authority of the United States, and the long-term unsecured debt obligation of which are rated at least BBB from each Note Rating Agency then rating Outstanding Notes if such institution is rated by the Note Rating Agency, as applicable, or if such Note Rating Agency downgrades the Indenture Trustee below such minimum rating, the Indenture Trustee may obtain, at its own expense, a confirmation from such Note Rating Agency that downgraded the Indenture Trustee below such rating category that there is no Ratings Effect by reason of such downgrade to a lower rating. If such bank or 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 bank or corporation will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Issuer may not, nor may any Person directly or indirectly Controlling, Controlled by, or under common Control with the Issuer, serve as Indenture Trustee. If at any time the Indenture Trustee ceases to be eligible in accordance with the provisions of this SectionSection 11.8, it shall resign immediately upon failure to obtain such confirmation within a reasonable time (not to exceed thirty (30) Business Days) after such ineligibility in the manner and with the effect hereinafter specified in this Article.

Corporate Indenture Trustee Required; Eligibility. There will shall at all times be an Indenture Trustee hereunder with respect to all Classes of Notes, which will (i) 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 powers, having ; (ii) shall have a combined capital and surplus of at least [$50,000,000, ___________] or be a wholly owned subsidiary of a bank holding company having such a capital and surplus; (iii) shall be subject to supervision or examination by a federal or state authority authority; (iv) at the time of the United Statesappointment, and the longshall have commercial paper or other short-term unsecured debt obligation of which are rated at least BBB from each Note Rating Agency then rating Outstanding Notes obligations (or, if such institution is rated by the Note Rating Agency, as applicable, or if such Note Rating Agency downgrades the Indenture Trustee below such minimum ratingdoes not have outstanding commercial paper or other short-term obligations and is a subsidiary of a holding company, which holding company shall have commercial paper or other short term obligations) having either of the Indenture Trustee may obtain, at its own expense, a confirmation two highest short-term credit ratings available from such Note the Rating Agency that downgraded (or if the Indenture Trustee below Rating Agency does not rate such obligations, its equivalent from one other nationally recognized rating category that there agency); and (v) shall not be affiliated (as such term is no Ratings Effect by reason defined in Rule 405 under the Securities Act of such downgrade to a lower rating1933, as amended) with the Issuer or with any Person involved in the organization or operation of the Issuer. If such bank or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such bank or 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 Issuer may not, nor may any Person directly or indirectly Controlling, Controlled by, or under common Control with the Issuer, serve as Indenture Trustee. If at any time the Indenture Trustee ceases shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately upon failure to obtain such confirmation within a reasonable time after such ineligibility in the manner and with the effect hereinafter specified in this Article.

Corporate Indenture Trustee Required; Eligibility. There will shall at all times be an Indenture Trustee hereunder with respect to all Classes of Notes, which will shall (a) 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 powers, having ; (b) have a combined capital and surplus of at least $50,000,000, 100,000,000; (c) be subject to supervision or examination by a federal or state authority authority; and (d) at the time of the United Statesappointment, and the shall have long-term unsecured debt obligation obligations (or, if Indenture Trustee does not have outstanding long-term debt obligations and is a subsidiary of a holding company, which are rated holding company shall have long-term obligations) having a credit rating of at least BBB "[___]" or its equivalent from each Note of the Rating Agency then rating Outstanding Notes if such institution is rated by the Note Rating Agency, as applicable, or if such Note Rating Agency downgrades the Indenture Trustee below such minimum rating, the Indenture Trustee may obtain, at its own expense, a confirmation from such Note Rating Agency that downgraded the Indenture Trustee below such rating category that there is no Ratings Effect by reason of such downgrade to a lower ratingAgencies. If such bank or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such bank or 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 Issuer may not, nor may any Person directly or indirectly Controlling, Controlled by, or under common Control with the Issuer, serve as Indenture Trustee. If at any time the Indenture Trustee ceases shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately upon failure to obtain such confirmation within a reasonable time after such ineligibility in the manner and with the effect hereinafter specified in this Article.. This Indenture shall always have a Indenture Trustee who satisfies the requirements of Section 310(a)(1) of Trust Indenture Act. Indenture Trustee is subject to the provisions of Section 310(b) of Trust Indenture Act regarding disqualification of a trustee upon acquiring any conflicting interest. If a default occurs under this Indenture, and Indenture Trustee is deemed to have a conflicting interest as a result of acting as trustee for both the Class A Notes and the Class B Notes, a successor Indenture Trustee shall be appointed for one or both of such Classes, so that there will be separate Indenture Trustees for the Class A Notes and the Class B Notes. No such event shall alter the voting rights of the Class A Noteholders or Class B Noteholders under this Indenture. However, so long as any amounts remain unpaid with respect to the Class A Notes, only Indenture Trustee for the Class A Noteholders will have the right to exercise remedies under this Indenture (but subject to the express provisions of Section 6.2 and to the right of the Class B Noteholders to receive their share of any proceeds of enforcement, subject to the subordination of the Class B Notes to the Class A Notes as described

Corporate Indenture Trustee Required; Eligibility. There will shall at all times be an Indenture Trustee hereunder with respect to all Classes of Notes, which will shall (a) 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 powers, having ; (b) have a combined capital and surplus of at least $50,000,000, 100,000,000; (c) be subject to supervision or examination by a federal or state authority authority; and (d) at the time of the United Statesappointment, and the shall have long-term unsecured debt obligation obligations (or, if Indenture Trustee does not have outstanding long-term debt obligations and is a subsidiary of a holding company, which are rated holding company shall have long-term obligations) having a credit rating of at least BBB "Baa3" from each Note Rating Agency then rating Outstanding Notes if such institution is rated by the Note Rating Agency, as applicable, or if such Note Rating Agency downgrades the Indenture Trustee below such minimum rating, the Indenture Trustee may obtain, at its own expense, a confirmation Moody's and "BBB-" from such Note Rating Agency that downgraded the Indenture Trustee below such rating category that there is no Ratings Effect by reason of such downgrade to a lower ratingFitch IBCA. If such bank or corporation publishes puxxxxxxx reports of condition at least annually, pursuant to law or to the requirements of the aforesaid said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such bank or 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 Issuer may not, nor may any Person directly or indirectly Controlling, Controlled by, or under common Control with the Issuer, serve as Indenture Trustee. If at any time the Indenture Trustee ceases shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately upon failure to obtain such confirmation within a reasonable time after such ineligibility in the manner and with the effect hereinafter specified in this Article. This Indenture shall always have a Indenture Trustee who satisfies the requirements of Section 310(a)(1) of Trust Indenture Act. Indenture Trustee is subject to the provisions of Section 310(b) of Trust Indenture Act regarding disqualification of a trustee upon acquiring any conflicting interest. If a default occurs under this Indenture, and Indenture Trustee is deemed to have a conflicting interest as a result of acting as trustee for both the Class A Notes and the Class B Notes, a successor Indenture Trustee shall be appointed for one or both of such Classes, so that there will be separate Indenture Trustees for the Class A Notes and the Class B Notes. No such event shall alter the voting rights of the Class A Noteholders or Class B Noteholders under this Indenture. However, so long as any amounts remain unpaid with respect to the Class A Notes, only Indenture Trustee for the Class A Noteholders will have the right to exercise remedies under this Indenture (but subject to the express provisions of Section 6.2 and to the right of the Class B Noteholders to receive their share of any proceeds of enforcement, subject to the subordination of the Class B Notes to the Class A Notes as described herein). Upon repayment of the Class A Notes in full, all rights to exercise remedies under the Indenture will transfer to Indenture Trustee for the Class B Notes. In the case of the appointment hereunder of a successor Indenture Trustee with respect to any Class of Notes, the Issuer, retiring Indenture Trustee and successor Indenture Trustee with respect to such Class of Notes shall execute and deliver an indenture supplemental hereto wherein each successor Indenture Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, successor Indenture Trustee all the rights, powers, trusts and duties of retiring Indenture Trustee with respect to the Notes of the Class to which the appointment of such successor Indenture Trustee relates, (ii) if retiring Indenture Trustee is not retiring with respect to all Classes of Notes, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of retiring Indenture Trustee with respect to the Notes of each Class as to which retiring Indenture Trustee is not retiring shall continue to be vested in retiring Indenture Trustee, and (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Indenture Trustees as co-trustees of the same trust and that each such Indenture Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Indenture Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Indenture Trustee shall become effective to the extent provided therein.

Corporate Indenture Trustee Required; Eligibility. There will at all times be an Indenture Trustee hereunder with respect to all Classes of 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 a federal or state authority of the United States, and the long-term unsecured debt obligation obligations of which are rated at least BBB “BBB” or equivalent rating from each Note Rating Agency then rating Outstanding Notes if such institution is rated by the such Note Rating Agency, as applicable, or if such Note Rating Agency downgrades the Indenture Trustee below such minimum rating, the Indenture Trustee may obtain, at its own expense, a confirmation from such Note Rating Agency that downgraded the Indenture Trustee below such rating category that there is no Ratings Effect by reason of such downgrade to a lower rating. If such bank or 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 bank or corporation will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Issuer may not, nor may any Person directly or indirectly Controlling, Controlled by, or under common Control with the Issuer, serve as Indenture Trustee. If at any time the Indenture Trustee ceases to be eligible in accordance with the provisions of this Section, it shall resign immediately upon failure to obtain such confirmation within a reasonable time after such ineligibility in the manner and with the effect hereinafter specified in this Article.. 143

Corporate Indenture Trustee Required; Eligibility. There will at all times be an Indenture Trustee hereunder with respect to all Classes each Series, Class or Tranche of Notes, which will be either a bank or a corporation or national banking association 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 surplus, and surplus undivided profits of at least $50,000,000, subject to supervision or examination by a federal Federal or state authority of the United StatesState authority, and at the long-time of appointment, shall have a long term senior, unsecured debt obligation or issuer rating of which are rated at least BBB from each Note Rating Agency then rating Outstanding Notes “Baa3” or better by Xxxxx’x, if such institution is rated by the Note Rating AgencyXxxxx’x, as applicable“BBB-” or better by S&P Global Ratings, if rated by S&P Global Ratings and “BBB” or better by Fitch, if such Note Rating Agency downgrades the Indenture Trustee below such minimum ratingrated by Fitch (or, the Indenture Trustee may obtainif not rated by Xxxxx’x, at its own expenseS&P Global Ratings or Fitch, a confirmation from such Note Rating Agency that downgraded the Indenture Trustee below such comparable rating category that there is no Ratings Effect by reason of such downgrade to a lower ratinganother statistical rating agency). If such bank corporation or corporation national banking association 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 SectionSection 8.09, the combined capital surplus, and surplus undivided profits of such bank or corporation will be deemed to be its combined capital surplus, and surplus undivided profits as set forth in its most recent report of condition so published. The Issuer may not, nor may any Person directly or indirectly Controllingcontrolling, Controlled controlled by, or under common Control control with the Issuer, serve as Indenture Trustee. If at any time the Indenture Trustee ceases with respect to any Series, Class or Tranche of Notes will cease to be eligible in accordance with the provisions of this SectionSection 8.09, it shall will resign immediately upon failure to obtain such confirmation within a reasonable time after such ineligibility thirty (30) days in the manner and with the effect hereinafter specified in this ArticleArticle VIII. The Indenture Trustee shall not (a) offer or provide credit or credit enhancement to the Issuer and (b) be affiliated, as such term is defined in Rule 405 under the Securities Act, with the Issuer at any time.

Corporate Indenture Trustee Required; Eligibility. There will shall at all times be an Indenture Trustee hereunder with respect to all Classes of Notes, which will shall (a) 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 powers, having ; (b) have a combined capital and surplus of at least $50,000,000, 100,000,000; (c) be subject to supervision or examination by a federal or state authority authority; and (d) at the time of the United Statesappointment, and the shall have long-term unsecured debt obligation obligations (or, if Indenture Trustee does not have outstanding long-term debt obligations and is a subsidiary of a holding company, which are rated holding company shall have long-term obligations) having a credit rating of at least BBB "[___]" or its equivalent from each Note of the Rating Agency then rating Outstanding Notes if such institution is rated by the Note Rating Agency, as applicable, or if such Note Rating Agency downgrades the Indenture Trustee below such minimum rating, the Indenture Trustee may obtain, at its own expense, a confirmation from such Note Rating Agency that downgraded the Indenture Trustee below such rating category that there is no Ratings Effect by reason of such downgrade to a lower ratingAgencies. If such bank or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such bank or 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 Issuer may not, nor may any Person directly or indirectly Controlling, Controlled by, or under common Control with the Issuer, serve as Indenture Trustee. If at any time the Indenture Trustee ceases shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately upon failure to obtain such confirmation within a reasonable time after such ineligibility in the manner and with the effect hereinafter specified in this Article. This Indenture shall always have a Indenture Trustee who satisfies the requirements of Section 310(a)(1) of Trust Indenture Act. Indenture Trustee is subject to the provisions of Section 310(b) of Trust Indenture Act regarding disqualification of a trustee upon acquiring any conflicting interest. If a default occurs under this Indenture, and Indenture Trustee is deemed to have a conflicting interest as a result of acting as trustee for both the Class A Notes and the Class B Notes, a successor Indenture Trustee shall be appointed for one or both of such Classes, so that there will be separate Indenture Trustees for the Class A Notes and the Class B Notes. No such event shall alter the voting rights of the Class A Noteholders or Class B Noteholders under this Indenture. However, so long as any amounts remain unpaid with respect to the Class A Notes, only Indenture Trustee for the Class A Noteholders will have the right to exercise remedies under this Indenture (but subject to the express provisions of Section 6.2 and to the right of the Class B Noteholders to receive their share of any proceeds of enforcement, subject to the subordination of the Class B Notes to the Class A Notes as described herein). Upon repayment of the Class A Notes in full, all rights to exercise remedies under the Indenture will transfer to Indenture Trustee for the Class B Notes. In the case of the appointment hereunder of a successor Indenture Trustee with respect to any Class of Notes, the Issuer, retiring Indenture Trustee and successor Indenture Trustee with respect to such Class of Notes shall execute and deliver an indenture supplemental hereto wherein each successor Indenture Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, successor Indenture Trustee all the rights, powers, trusts and duties of retiring Indenture Trustee with respect to the Notes of the Class to which the appointment of such successor Indenture Trustee relates, (ii) if retiring Indenture Trustee is not retiring with respect to all Classes of Notes, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of retiring Indenture Trustee with respect to the Notes of each Class as to which retiring Indenture Trustee is not retiring shall continue to be vested in retiring Indenture Trustee, and (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Indenture Trustees as co-trustees of the same trust and that each such Indenture Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Indenture Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Indenture Trustee shall become effective to the extent provided therein.

Corporate Indenture Trustee Required; Eligibility. There will at all times be an Indenture Trustee hereunder with respect to all Classes each Series, Class or Tranche of 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 stateState, authorized under such laws to exercise corporate trust powers, having a combined capital surplus, and surplus undivided profits of at least $50,000,000, subject to supervision or examination by a federal Federal or state authority of the United StatesState authority, and at the long-time of appointment, shall have a long term senior, unsecured debt obligation rating of which are rated at least BBB from each Note Rating Agency then rating Outstanding Notes “Baa3” or better by Moody’s, if such institution is rated by the Note Rating AgencyMoody’s, as applicable“BBB-” or better by SP Global Ratings, if rated by SP Global Ratings, “BBB” or better by Fitch, if such Note Rating Agency downgrades the Indenture Trustee below such minimum ratingrated by Fitch and “BBB-” or better by KBRA, the Indenture Trustee may obtainif rated by KBRA (or, at its own expenseif not rated by Xxxxx’x, XX Global Ratings, Fitch or KBRA, a confirmation from such Note Rating Agency that downgraded the Indenture Trustee below such comparable rating category that there is no Ratings Effect by reason of such downgrade to a lower ratinganother statistical rating agency). If such bank or 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 SectionSection 8.09, the combined capital surplus, and surplus undivided profits of such bank or corporation will be deemed to be its combined capital surplus, and surplus undivided profits as set forth in its most recent report of condition so published. The Issuer may not, nor may any Person directly or indirectly Controllingcontrolling, Controlled controlled by, or under common Control control with the Issuer, serve as Indenture Trustee. If at any time the Indenture Trustee ceases with respect to any Series, Class or Tranche of Notes will cease to be eligible in accordance with the provisions of this SectionSection 8.09, it shall will resign immediately upon failure to obtain such confirmation within a reasonable time after such ineligibility in the manner and with the effect hereinafter specified in this ArticleArticle VIII. The Indenture Trustee shall not (a) offer or provide credit or credit enhancement to the Issuer and (b) be affiliated, as such term is defined in Rule 405 under the Securities Act, with the Issuer at any time.

Corporate Indenture Trustee Required; Eligibility. There will shall at all times be an Indenture Trustee hereunder with respect to all Classes of Notes, which will (i) 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 powers, having ; (ii) shall have a combined capital and surplus of at least [$50,000,000, 250,000,000] or be a wholly owned subsidiary of a bank holding company having such a capital and surplus; (iii) shall be subject to supervision or examination by a federal or state authority authority; (iv) at the time of the United Statesappointment, and the longshall have commercial paper or other short-term unsecured debt obligation of which are rated at least BBB from each Note Rating Agency then rating Outstanding Notes obligations (or, if such institution is rated by the Note Rating Agency, as applicable, or if such Note Rating Agency downgrades the Indenture Trustee below such minimum ratingdoes not have outstanding commercial paper or other short-term obligations and is a subsidiary of a holding company, which holding company shall have commercial paper or other short term obligations) having either of the Indenture Trustee may obtain, at its own expense, a confirmation two highest short-term credit ratings available from such Note the Rating Agency that downgraded (or if the Indenture Trustee below Rating Agency does not rate such obligations, its equivalent from one other nationally recognized rating category that there agency); and (v) shall not be affiliated (as such term is no Ratings Effect by reason defined in Rule 405 under the Securities Act of such downgrade to a lower rating1933, as amended) with the Issuer or with any Person involved in the organization or operation of the Issuer. If such bank or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such bank or 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 Issuer may not, nor may any Person directly or indirectly Controlling, Controlled by, or under common Control with the Issuer, serve as Indenture Trustee. If at any time the Indenture Trustee ceases shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately upon failure to obtain such confirmation within a reasonable time after such ineligibility in the manner and with the effect hereinafter specified in this Article.