Common use of Corporate Trustee Required; Eligibility; Conflicting Interests Clause in Contracts

Corporate Trustee Required; Eligibility; Conflicting Interests. (a) There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and (5) and shall have a combined capital and surplus of at least 5 million Dollars. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of Federal, State, Territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. (b) The following indentures shall be deemed to be specifically described herein for the purposes of clause (i) of the first proviso contained in TIA Section 310(b): Indenture dated as of August 15, 1986 between the Company and the Trustee, Indenture dated as of February 1, 1991 among Eaton ETN Offshore Ltd., the Company and the Trustee, Indenture dated as of April 1, 1994 between the Company and the Trustee and Indenture dated as of November 20, 2012, among the Company, the guarantors party thereto from time to time and the Trustee.

Corporate Trustee Required; Eligibility; Conflicting Interests. (a) There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and (5) and shall have a combined capital and surplus of at least 5 million Dollars$50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of Federal, State, Territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. (b) The following indentures shall be deemed to be specifically described herein for the purposes of clause (i) of the first proviso contained in TIA Section 310(b): Indenture (1) Indenture, dated as of September 20, 1996, between the Company and First Union National Bank, (2) Indenture, dated as of June 12, 1995, between the Company and First Fidelity Bank, National Association and (3) Indenture, dated as of August 1531, 1986 1994, between the Company and the TrusteeFirst Fidelity Bank, Indenture dated as of February 1, 1991 among Eaton ETN Offshore Ltd., the Company and the Trustee, Indenture dated as of April 1, 1994 between the Company and the Trustee and Indenture dated as of November 20, 2012, among the Company, the guarantors party thereto from time to time and the TrusteeNational Association.

Corporate Trustee Required; Eligibility; Conflicting Interests. (a) There shall be at all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA Trust Indenture Act Section 310(a)(1) and (5) and shall have a combined capital and surplus of at least 5 million Dollars$50,000,000. If such corporation Person publishes reports of condition at least annually, pursuant to law or to the requirements of Federalfederal, Statestate, Territorial territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. (b) The following indentures indenture, dated as of August 1, 2000, between the Company and XX Xxxxxx Xxxxx Bank (formerly The Chase Manhattan Bank), as trustee, relating to the issuance of Liquid Yield Option Notes due 2020 shall be deemed to be specifically described herein for the purposes of clause (i) of the first proviso contained in TIA Trust Indenture Act Section 310(b): Indenture dated as of August 15, 1986 between the Company and the Trustee, Indenture dated as of February 1, 1991 among Eaton ETN Offshore Ltd., the Company and the Trustee, Indenture dated as of April 1, 1994 between the Company and the Trustee and Indenture dated as of November 20, 2012, among the Company, the guarantors party thereto from time to time and the Trustee).

Corporate Trustee Required; Eligibility; Conflicting Interests. (a) There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and (5) and shall have a combined capital and surplus of at least 5 million Dollars. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of Federal, State, Territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. (b) The following indentures shall be deemed to be specifically described herein for the purposes of clause (i) of the first proviso contained in TIA Section 310(b): Indenture dated as of August 15, 1986 between the Company and the Trustee, Trustee and Indenture dated as of February 1, 1991 among Eaton ETN Offshore Ltd., the Company and the Trustee, Trustee and the Indenture dated as of April 1, 1994 between the Company and the Trustee and Indenture dated as of November 20, 2012, among the Company, the guarantors party thereto from time to time and the Trustee.

Corporate Trustee Required; Eligibility; Conflicting Interests. (a) There shall be at all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA Section Sections 310(a)(1) and (5310(a)(5) and shall have a combined capital and surplus of at least 5 million Dollars$50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of Federal, State, Territorial territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. (b) The following indentures shall be deemed to be specifically described herein for the purposes of clause (i) of the first proviso contained in TIA Section 310(b): the Indenture dated as of August 15June 11, 1986 between 1996, for the Company Company's 8% Convertible Subordinated Debentures Due 2003 and the Trustee, Indenture indenture dated as of February 1December 11, 1991 among Eaton ETN Offshore Ltd., the Company and the Trustee, Indenture dated as of April 1, 1994 between the Company and the Trustee and Indenture dated as of November 20, 2012, among 1996 for the Company's Convertible Subordinated Debentures due December 15, the guarantors party thereto from time to time and the Trustee2003.

Corporate Trustee Required; Eligibility; Conflicting Interests. (a) There shall be at all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and (5) and shall have a combined capital and surplus of at least 5 million Dollars$50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of Federal, State, Territorial territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. (b) The following indentures of the Company shall be deemed to be specifically described herein for the purposes of clause (i) of the first proviso contained in TIA Section 310(b): Indenture dated as of August 15(i) the indenture, 1986 between the Company and the Trustee, Indenture dated as of February 1, 1991 among Eaton ETN Offshore Ltd., the Company and the Trustee, Indenture dated as of April 1, 1994 between 1992, for the Company and Company's 10-3/4% Senior Subordinated Debentures due 2004, (ii) the Trustee and Indenture indenture, dated as of November 20February 15, 20121993, among for the Company's 9-7/8% Senior Subordinated Xxxxxxxxxx xxx 0000, (xxx) the guarantors party thereto from time to time indenture, dated as of April 1, 1993, for the Company's 9-7/8% Senior Subordinated Debentures due 2023 and (iv) the Trusteeindenture dated as of September 26, 1995, for the Company's 11 3/4% Senior Subordinated Debentures due 2007.

Corporate Trustee Required; Eligibility; Conflicting Interests. (a) There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and (5) and shall have a combined capital and surplus of at least 5 million Dollars$50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of Federal, State, Territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. (b) The following indentures shall be deemed to be specifically described herein for the purposes of clause (i) of the first proviso contained in TIA Section 310(b): Indenture (1) Indenture, dated as of September 20, 1996, between the Company and First Union National Bank, (2) Indenture, dated as of June 12, 1995, between the Company and First Fidelity Bank, National Association, and (3) Indenture, dated as of August 1531, 1986 1994, between the Company and the TrusteeFirst Fidelity Bank, Indenture dated as of February 1, 1991 among Eaton ETN Offshore Ltd., the Company and the Trustee, Indenture dated as of April 1, 1994 between the Company and the Trustee and Indenture dated as of November 20, 2012, among the Company, the guarantors party thereto from time to time and the TrusteeNational Association.

Corporate Trustee Required; Eligibility; Conflicting Interests. (a) There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and (5) and shall have a combined capital and surplus of at least 5 million Dollars$50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of Federal, State, Territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. (b) The following indentures shall be deemed to be specifically described herein for the purposes of clause (i) of the first proviso contained in TIA Section 310(b): Indenture (i) Indenture, dated as of August 15April 28, 1986 1998, between the Company and the Trustee, Indenture relating to senior notes; and (ii) Indenture, dated as of February 1December 2, 1991 among Eaton ETN Offshore Ltd.1998, between the Company and the Trustee, Indenture dated as of April 1, 1994 between the Company and the Trustee and Indenture dated as of November 20, 2012, among the Company, the guarantors party thereto from time relating to time and the Trusteesenior discount notes.