Common use of Corporate Trustee Required; Eligibility Clause in Contracts

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of America. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States Borough of AmericaManhattan, The City of New York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as suchsuch and has (or if the Trustee is a member of a bank holding company system, has its bank holding company has) a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of America50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 100,000,000 and has its Corporate Trust Office in the continental United States of America. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant corporation or association organized and doing business under the laws of the United States of America or of any state authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in subject to supervision or examination by the continental United States of America, or any state and having a deposit rating of at least A- by Standard & Poor’s, A2 by Moody’s and, if rated by Fitch, A by Fitch. If any such Person Trustee publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person corporation or association 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 with respect to the Securities of any series 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.Article X.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, such and has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of America. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant corporation or association organized and doing business under the laws of the United States of America or of any state authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in subject to supervision or examination by the continental United States of America, or any state and having a deposit rating of at least A- by Standard & Poor’s, A2 by Xxxxx’x and, if rated by Fitch, A by Fitch. If any such Person Trustee publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person corporation or association 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 with respect to the Securities of any series 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.Article X.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 100,000,000 and has its Corporate Trust Office in the continental United States of America. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 609 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection 609, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, such and has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of AmericaNew York, New York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers having (or, in the case of the subsidiary of a bank holding company that is eligible pursuant to guarantees the Trust Indenture Act to act as suchobligations of the Trustee under this Indenture, has such holding company’s parent shall have) a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of Americasubject to supervision or examination by federal or state authority. If any such Person corporation or holding company parent publishes reports of condition at least annually, pursuant to law or to the requirements of its said supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act6.09, the combined capital and surplus of such Person corporation or holding company parent 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection 6.09, it shall resign immediately in the manner and with the effect hereinafter specified in this Articlearticle.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant corporation or association organized and doing business under the laws of the United States of America or of any State authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in subject to supervision or examination by the continental United States of America, or any state, acceptable to the Certificate Insurer and having a deposit rating of at least A- from Standard & Poor's and A2 by Moody's. If any such Person Trustee publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person corporation or association 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall shall, upon the request of the Certificate Insurer, resign immediately in the manner and with the effect hereinafter specified in this Article.Article X.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers having (or, in the case of the subsidiary of a bank holding company that is eligible pursuant to guarantees the Trust Indenture Act to act as suchobligations of the Trustee under this Indenture, has such holding company's parent shall have) a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of Americasubject to supervision or examination by Federal or State authority. If any such Person corporation or holding company parent publishes reports of condition at least annually, pursuant to law or to the requirements of its said supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person corporation or holding company parent 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the each series of Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee that shall be a Person that is eligible pursuant corporation organized and doing business under the laws of the United States of America or of any State or Territory thereof or of the District of Columbia, authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 50,000,000, and has its Corporate Trust Office in the continental United States of Americasubject to supervision or examination by Federal or State authority, if there be such a corporation willing to act as Trustee on customary and usual terms. If any such Person corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act6.09, the combined capital and surplus of such Person 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 with respect to the Securities of any series of Securities shall cease to be eligible in accordance with the provisions of this SectionSection 6.09, it shall resign immediately in the manner and with the effect hereinafter specified in this ArticleArticle 6.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) one Trustee hereunder with respect to the Securities of each series, which may be a Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, and has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of America50,000,000, subject to supervision or examination by Federal or state authority. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its said supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be a Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that (i) is eligible pursuant to the Trust Indenture Act to act as such, (ii) has a combined capital and surplus of at least $50,000,000 US$50,000,000, (iii) is subject to supervision or examination by U.S. federal or state authority and (v) has its Corporate Trust Office in the continental United States of AmericaStates. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 6.9 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection 6.9, it shall resign immediately in the manner and with the effect hereinafter specified in this ArticleArticle 6.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee that shall be a Person that is eligible pursuant corporation organized and doing business under the laws of the United States of America or of any State or Territory thereof or of the District of Columbia, authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 50,000,000, and has subject to supervision or examination by Federal or State authority and having its Corporate Trust Office principal office and place of business in the continental United States City of AmericaNew York, if there be such a corporation having its principal office and place of business in said City. If any such Person corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person 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 with respect to the Securities of any series 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.Article V.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, such and has a combined capital and surplus of at least $50,000,000 100,000,000 and has its Corporate Trust Office an office in the continental United States of AmericaNew York, New York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States Borough of AmericaManhattan, the City of New York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in any major city in the continental contiguous United States of Americathat is acceptable to the Company. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 609 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent annual report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection 609, it shall resign immediately in the manner and with the effect hereinafter specified in this ArticleArticle VI.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that corporation organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia which is eligible pursuant authorized under such laws to the Trust Indenture Act exercise corporate trust powers and is subject to act as suchsupervision or examination by federal, has state or District of Columbia authority. Such Trustee shall have a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of America50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its said supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Neither the Company nor any Person directly or indirectly controlling, controlled by, or under common control with the Company shall serve as Trustee hereunder. If at any time the Trustee with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as suchsuch and has, has or is a subsidiary of a bank or bank holding company that has, a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of America50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect effects hereinafter specified in this Article.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States Borough of AmericaManhattan, The City of New York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers having (or, in the case of the subsidiary of a bank holding company that is eligible pursuant to guarantees the Trust Indenture Act to act as suchobligations of the Trustee under this Indenture, has such holding company’s parent shall have) a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of Americasubject to supervision or examination by Federal or State authority. If any such Person corporation or holding company parent publishes reports of condition at least annually, pursuant to law or to the requirements of its said supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act6.09, the combined capital and surplus of such Person corporation or holding company parent 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection 6.09, it shall resign immediately in the manner and with the effect hereinafter specified in this ArticleArticle Six.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, -- and has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of AmericaNew York City. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, and has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States Borough of AmericaManhattan, The City of New York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant an Independent organization or entity organized and doing business under the laws of the United States of America or of any state thereof, authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 U.S.$200,000,000, subject to supervision or examination by federal or state authority, having a long-term issuer rating of at least “BBB+” by S&P and has its Corporate Trust Office in having an office within the continental United States of AmericaStates. If any such Person organization or entity publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act6.8, the combined capital and surplus of such Person organization or entity shall be deemed to be its combined capital and surplus as set forth in its most recent published report of condition so publishedcondition. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection 6.8, it shall resign immediately in the manner and with the effect hereinafter specified in this ArticleArticle VI.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee that shall be a Person that is eligible pursuant corporation organized and doing business under the laws of the United States of America or of any State or Territory thereof or of the District of Columbia, authorized under such laws to exercise corporate trust powers, having (or, in the Trust Indenture Act to act as suchcase of a subsidiary of a bank holding company, has its holding company parent shall have) a combined capital and surplus of at least $50,000,000 50,000,000, and has its Corporate Trust Office in the continental United States of Americasubject to supervision or examination by Federal or State authority. If any such Person corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act5.09, the combined capital and surplus of such Person 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection 5.09, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.Article V.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, such and has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States Borough of AmericaManhattan, The City of New York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States The City of AmericaNew York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee that shall be a Person that is eligible pursuant corporation organized and doing business under the laws of the United States of America or of any State or Territory thereof or of the District of Columbia, authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 50,000,000, and has subject to supervision or examination by Federal or State authority and having its Corporate Trust Office principal office and place of business in the continental United States City of AmericaNew York, if there be such a corporation having its principal office and place of business in said City. If any such Person corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 subject to supervision or examination by Federal or State authority and, if there be such a corporation willing and has able to act as trustee on reasonable and customary terms, having its Corporate Trust Office in the continental United States Borough of AmericaManhattan, The City of New York. If any such Person corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its said supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant corporation or association organized and doing business under the laws of the United States of America or of any State authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in _________ subject to supervision or examination by the continental United States of America, or any state, acceptable to the Certificate Insurer and having a deposit rating of at least A- from Standard & Poor's and A2 by Moody's. If any such Person Trustee publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person corporation or association 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall shall, upon the request of the 128 Certificate Insurer, resign immediately in the manner and with the effect hereinafter specified in this Article.Article X.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be a Trustee hereunder for Securities of one or more other series. Each Trustee series and each of which shall be a Person that is eligible pursuant corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of America50,000,000. If any such Person corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its said supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant corporation organized and doing business under the laws of the United States of America, any State or the District of Columbia, authorized under such laws to the Trust Indenture Act exercise corporate trust powers, and subject to act as suchsupervision or examination by Federal, has State or District of Columbia authority, having a combined capital and surplus of at least $50,000,000 U.S.$50,000,000, being acceptable to the Company and has having its Corporate Trust Office in the continental United States Borough of AmericaManhattan, The City of New York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act6.10, the combined capital and surplus of such Person corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Neither the Company nor any Affiliate of the Company shall serve as Trustee hereunder. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with to serve as Trustee hereunder pursuant to the provisions of this SectionSection 6.10, it shall resign immediately in the manner and with the effect hereinafter specified in this ArticleArticle VI.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant corporation or association organized and doing business under the laws of the United States of America or of any state authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in subject to supervision or examination by the continental United States of America, or any state and having a deposit rating of at least A- by Standard & Poor's, A2 by Xxxxx'x and, if rated by Fitch, A by Fitch. If any such Person Trustee publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person corporation or association 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 with respect to the Securities of any series 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.Article X.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect that shall (a) be a corporation organized and doing business under the laws of the United States of America or of any state or territory or the District of Columbia, authorized under such laws to the Securities exercise corporate trust powers and subject to supervision or examination by federal, state, territorial or District of each seriesColumbia authority, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall (b) be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has and (c) have a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of America50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its said supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers having (or, in the case of the subsidiary of a bank holding company that is eligible pursuant to guarantees the Trust Indenture Act to act as suchobligations of the Trustee under this Indenture, has such holding company’s parent shall have) a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of Americasubject to supervision or examination by Federal or State authority. If any such Person corporation or holding company parent publishes reports of condition at least annually, pursuant to law or to the requirements of its said supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act609, the combined capital and surplus of such Person corporation or holding company parent 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection 609, it shall resign immediately in the manner and with the effect hereinafter specified in this ArticleArticle Six.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States City of AmericaChicago, Illinois. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 U.S.$50,000,000 and has its Corporate Trust Office in the continental United States Borough of AmericaManhattan, New York City. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 609 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection 609, it shall resign immediately in the manner and with the effect hereinafter specified in this ArticleArticle Six.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant corporation or association organized and doing business under the laws of the United States of America or of any State authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in subject to supervision or examination by the continental United States of AmericaAmerica and having a deposit rating of at least A2 by Xxxxx'x and, if rated by Fitch, having a rating of at least A- from Fitch (or such lower rating as may be acceptable to Fitch). If any such Person Trustee publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person corporation or association 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall shall, upon the request of the Seller resign immediately in the manner and with the effect hereinafter specified in this Article.Article X.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, series which may be a Trustee hereunder for Securities of one or more other series. Each Trustee series and shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, such and has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of AmericaU.S.$50,000,000, subject to supervision or examination by Federal or State authority. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its said supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 U.S.$50,000,000 and has its Corporate Trust Office in the continental United States Borough of AmericaManhattan, New York City. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 609 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection 609, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the each series of Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee that shall be a Person that is eligible pursuant corporation organized and doing business under the laws of the United States of America or of any State or Territory thereof or of the District of Columbia, authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 U.S.$50,000,000, and has its Corporate Trust Office in the continental United States of Americasubject to supervision or examination by federal or state authority. If any such Person corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person 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 with respect to the Securities of any series of Securities 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which who may be the Trustee hereunder for Securities of one or more other series. Each The Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, such and has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of AmericaNew York, New York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the each series of Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee that shall be a Person that is eligible pursuant corporation organized and doing business under the laws of the United States of America or of any State or Territory thereof or of the District of Columbia, authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 50,000,000, and has its Corporate Trust Office in the continental United States of Americasubject to supervision or examination by Federal or State authority and qualified and eligible under this Article VI. If any such Person corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person 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 with respect to the Securities of any series of Securities 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia (or such other Person that is eligible pursuant to the Trust Indenture Act as may be permitted to act as suchTrustee by the Commission), has authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 50,000,000, and has its Corporate Trust Office in subject to supervision or examination by Federal or State authority, provided that, neither the continental United States Company nor any Affiliate of Americathe Company may serve as Trustee of any Securities. If any such Person corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its said supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 100,000,000 and has its Corporate Trust Office in the continental United States of Americasubject to supervision or examination by Federal or State authority. If any such Person corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its said supervising or examining authority, then then, for the purposes of this Section and to the extent permitted by the Trust Indenture Act5.8, the combined capital and surplus of such Person 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection 5.8, it shall resign immediately in the manner and with the effect hereinafter specified in this ArticleArticle 5.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of AmericaMinneapolis, Minnesota. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States Borough of AmericaManhattan, The City of New York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this -41- 50 Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant corporation or association organized and doing business under the laws of the United States of America or of any state authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in ________________ subject to supervision or examination by the continental United States of America, or any state and having a deposit rating of at least A- by Standard & Poor’s, A2 by Xxxxx’x and, if rated by Fitch, A by Fitch. If any such Person Trustee publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person corporation or association 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 with respect to the Securities of any series 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.Article X.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in any city in the continental United States of AmericaStates. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 609 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent annual report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection 609, it shall resign immediately in the manner and with the effect hereinafter specified in this ArticleArticle VI.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant corporation or association organized and doing business under the laws of the United States of America or of any state authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in subject to supervision or examination by the continental United States of America, or any state and having a deposit rating of at least A- by Standard & Poor's and A2 by Moody's and if rated by Fitch, A by Fitch. If any such Person Trustee publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person corporation or association 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 with respect to the Securities of any series 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.Article X.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant corporation or association organized and doing business under the laws of the United States of America or of any State authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in subject to supervision or examination by the continental United States of America, acceptable to the Owners of a majority of the Percentage Interests of the Offered Certificates and having a deposit rating of at least A- from Fitch and A2 by Xxxxx'x. If any such Person Trustee publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person corporation or association 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall shall, upon the request of the Seller, resign immediately in the manner and with the effect hereinafter specified in this Article.Article X.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the each series of Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee that shall be a Person that is eligible pursuant corporation, national association or other legal entity organized and doing business under the laws of the United States of America or of any State or Territory thereof or of the District of Columbia, authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 50,000,000, and has its Corporate Trust Office in the continental United States of Americasubject to supervision or examination by Federal or State authority. If any such Person corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person 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 with respect to the Securities of any series of Securities 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant corporation or association organized and doing business under the laws of the United States of America or of any state authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in subject to supervision or examination by the continental United States of America, or any state and having a deposit rating of at least A2 by Moody's and if rated by Fitch, A by Fitch. If any such Person publishes reports Trustee publxxxxx xeports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person corporation or association 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 with respect to the Securities of any series 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.Article X.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 U.S.$50,000,000 and has its Corporate Trust Office in the continental United States Borough of AmericaManhattan, The City of New York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 609 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection 609, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to that is a Corporation organized and doing business under the Securities laws of each seriesthe United States, which may be Trustee hereunder for Securities any state thereof or the District of one or more other series. Each Trustee shall be a Person Columbia, that is eligible pursuant to and satisfies the requirements under Section 310(a)(1), (2) and (5) of the Trust Indenture Act to act as such, trustee under an indenture qualified under the Trust Indenture Act and that has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000 and has its Corporate Trust Office in the continental United States of America50,000,000. If any such Person corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has having (or be part of a holding company group with) a combined capital and surplus of at least $50,000,000 U.S.$50,000,000, subject to supervision or examination by federal or state authority, and has its Corporate Trust Office in good standing. The Trustee or an Affiliate of the continental United States Trustee shall maintain an established place of Americabusiness in The City of New York. If any such Person corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its said supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee shall not be an obligor upon the Securities or an Affiliate of any obligor thereon. If at any time the Trustee with respect to the Securities of any series 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 ArticleArticle and a successor shall be appointed pursuant to Section 6.9.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities each Series of each seriesSecurities, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant corporation organized and doing business under the laws of the United States of America or of any state of the United States of America, authorized under such laws to exercise corporate trust powers and engaged in such business in the Trust Indenture Act to act as suchregular course of its business, has having a combined capital and surplus of at least $50,000,000 50,000,000, and has its Corporate Trust Office in subject to supervision or examination by United States Federal authority or the continental authority of any State of the United States of America. If any such Person corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then then, for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person 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 with respect to the any Series of Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee or more Trustees hereunder with respect to the Securities of each series, at least one of which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall will be a Person that is eligible pursuant to the Trust Indenture Act to act as such, and has a combined capital and surplus of at least not less than $50,000,000 50,000,000, is subject to supervision or examination by Federal or State authority, and has its Corporate Trust Office in the continental United States of AmericaStates. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of AmericaStates. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 609 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent annual report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection 609, it shall resign immediately in the manner and with the effect hereinafter specified in this ArticleArticle VI.

Corporate Trustee Required; Eligibility. There shall at all times be one (one, and only one) , Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other seriesNotes. Each Trustee shall be a Person that is eligible pursuant a corporation or banking association organized and doing business under the laws of the United States of America or any state thereof that is authorized under such laws to the Trust Indenture Act exercise corporate trustee power, that is subject to act as suchsupervision or examination by federal or state authorities, that has a combined capital and surplus of at least $50,000,000 and that has its Corporate Trust Office in the continental United States of America. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act11.09, the combined capital and surplus of such 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection 11.09, it shall resign immediately in the manner and with the effect hereinafter specified in this ArticleArticle Eleven.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, series which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, such and has a combined capital and surplus of at least $50,000,000 and has its 50,000,000, with a Corporate Trust Office in the continental United States Borough of AmericaManhattan, The City of New York, New York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be the Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, and has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States The City of AmericaNew York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant an organization or entity organized and doing business under the laws of the United States of America or of any state thereof, authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 U.S.$200,000,000, subject to supervision or examination by federal or state authority, having a long-term debt rating of at least “Baa1” by Moody’s and has its Corporate Trust Office in having an office within the continental United States of AmericaStates. If any such Person organization or entity publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act6.8, the combined capital and surplus of such Person organization or entity shall be deemed to be its combined capital and surplus as set forth in its most recent published report of condition so publishedcondition. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection 6.8, it shall resign immediately in the manner and with the effect hereinafter specified in this ArticleArticle VI.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant corporation or association organized and doing business under the laws of the United States of America or of any state authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in subject to supervision or examination by the continental United States of America, or any state and having a deposit rating of at least A- by Standard & Poor's and A2 by Xxxxx'x and if rated by Fitch, A by Fitch. If any such Person Trustee publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person corporation or association 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 with respect to the Securities of any series 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.Article X.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, such and has a combined capital and surplus of at least $50,000,000 100,000,000 and has its Corporate Trust Office an office in the continental United States of AmericaNew York, New York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 6.9 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection 6.9, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Corporate Trustee Required; Eligibility. There Each Trust shall at --------------------------------------- all times be one (and only one) have a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be eligible to act as a Person that is eligible pursuant to Trustee under Section 310(a) of the Trust Indenture Act and which shall be a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 100,000,000, and has its Corporate Trust Office in the continental United States of Americasubject to supervision or examination by federal or state authority. If any such Person corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection to act as Trustee of any Trust, it the Trustee shall resign immediately in the manner and with the effect hereinafter specified in this ArticleSection 7.09.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of Americathat is acceptable to the Company. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 609 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent annual report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection 609, it shall resign immediately in the manner and with the effect hereinafter specified in this ArticleArticle VI.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which series who may be the Trustee hereunder for Securities of one or more other series. Each The Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, such and has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of AmericaNew York, New York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities Notes of each series, which may be Trustee hereunder for Securities the Notes of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of America. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities Notes of any series 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.

Corporate Trustee Required; Eligibility. There Each Trust shall at all times be one (and only one) have a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be eligible to act as a Person that is eligible pursuant to Trustee under Section 310(a) of the Trust Indenture Act and which shall be a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to act as suchexercise corporate trust powers, has having (or, in the case of a subsidiary of a bank holding company, its parent shall have) a combined capital and surplus of at a least $50,000,000 100,000,000, and has its Corporate Trust Office in the continental United States of Americasubject to supervision or examination by Federal or state authority. If any such Person corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection to act as Trustee of any Trust, it the Trustee shall resign immediately in the manner and with the effect hereinafter specified in this ArticleSection 7.09.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, such and has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States The City of AmericaNew York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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. SECTION 610.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States Borough of AmericaManhattan, City of New York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities Notes of each series, which may be Trustee hereunder for Securities Notes of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act and the Negotiable Obligations Law Section 13 to act as such, has a combined capital and surplus of at least $50,000,000 50.0 million and has its Corporate Trust Office in the continental United States of AmericaStates. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities Notes of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, such and has a combined capital and surplus of at least $50,000,000 100,000,000 and has its Corporate Trust Office an office in New York, New York or any other major city that is acceptable to the continental United States of AmericaCompanies. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 6.09 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection 6.09, it shall resign immediately in the manner and with the effect hereinafter specified in this ArticleArticle 6.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee that shall be a Person that is eligible pursuant corporation or national association organized and doing business under the laws of the United States of America or of any State or Territory thereof or of the District of Columbia, authorized under such laws to exercise corporate trust powers, having (or, in the Trust Indenture Act to act as suchcase of a subsidiary of a bank holding company, has its holding company parent shall have) a combined capital and surplus of at least $50,000,000 50,000,000, and has its Corporate Trust Office in the continental United States of Americasubject to supervision or examination by Federal or State authority. If any such Person corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act5.09, the combined capital and surplus of such Person 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection 5.09, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.Article V.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, such and has a combined capital and surplus of at least $50,000,000 and has its a Corporate Trust Office in the continental United States Borough of AmericaManhattan, the City of New York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States Borough of AmericaManhattan, The City of New York, New York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee a trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant corporation or association organized and doing business under the laws of the United States of America or of any state, authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 100,000,000, subject to supervision or examination by Federal or state authority and has its Corporate Trust Office in having an office within the continental United States of America, and which shall have a commercial paper or other short-term rating of the highest short term rating categories by the Rating Agencies, or otherwise acceptable to the Rating Agencies. If any such Person corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person 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 Indenture Trustee with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, and has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States Borough of AmericaManhattan, The City of New York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.. 49

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant corporation organized and doing business under the laws of the United States of America or of any State, authorized under such laws to the Trust Indenture Act to act as suchexercise corporate trust powers, has having a combined capital and surplus of at least $50,000,000 100,000,000, subject to super vision or examination by federal or state authority and has its Corporate Trust Office in having an office within the continental United States of America; provided, however, that in the event Bankers Trust Company or its corporate successor is not Trustee, the Trustee must be a Qualified Bank. If any such Person corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect affect hereinafter specified in this Article.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, such and has a combined capital and surplus of at least $50,000,000 100,000,000 and has its Corporate Trust Office an office in the continental United States of AmericaNew York, New York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 6.09 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection 6.09, it shall resign immediately in the manner and with the effect hereinafter specified in this ArticleArticle 6.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as suchsuch and has (or together with its corporate parent, has has) a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of America50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person corporation that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the continental United States of AmericaStates. If any such Person corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 609 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection 609, it shall resign immediately in the manner and with the effect hereinafter specified in this ArticleArticle Six.

Corporate Trustee Required; Eligibility. There Each Trust shall at all times be one (and only one) have a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be eligible to act as a Person that is eligible pursuant to trustee under Section 310(a) of the Trust Indenture Act and which shall be a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to act as suchexercise corporate trust powers, has having (or, in the case of a subsidiary of a bank holding company, its parent shall have) a combined capital and surplus of at a least $50,000,000 100,000,000, and has its Corporate Trust Office in the continental United States of Americasubject to supervision or examination by Federal or state authority. If any such Person corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its the aforesaid supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person 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 with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this SectionSection to act as Trustee of any Trust, it the Trustee shall resign immediately in the manner and with the effect hereinafter specified in this ArticleSection 7.09.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has which shall be a corporation organized and doing business under the laws of the United States of America, any State or Territory thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 50,000,000, subject to supervision or examination by Federal, State, Territorial or District of Columbia authority and has having its Corporate Trust Office in any major city in the continental United States of Americathat is acceptable to the Company. If any such Person corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its said supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture ActSection, the combined capital and surplus of such Person 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 with respect to the Securities of any series 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.

Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, and has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office or agency in the continental United States Borough of AmericaManhattan, The City of New York. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 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 with respect to the Securities of any series 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.