Common use of Guarantee Trustee; Eligibility Clause in Contracts

Guarantee Trustee; Eligibility. (a) There shall at all times be a Guarantee Trustee which shall: (i) not be an Affiliate of the Guarantor; and (ii) 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 fifty million U.S. dollars ($50,000,000), and shall be a corporation meeting the requirements of Section 310(a) of the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the 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 corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.01(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.02(c). (c) If the Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. In determining whether the Guarantee Trustee has a "conflicting interest" within the meaning of Section 310(b)(1) of the Trust Indenture Act, the provisions contained in the proviso to Section 310(b)(1) of the Trust Indenture Act and the Guarantee Trustee's Statement of Eligibility on Form T-1 shall be deemed incorporated herein.

Guarantee Trustee; Eligibility. (a) There shall at all times be a Guarantee Trustee which shall: (i) not be an Affiliate of the Guarantor; and (ii) 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 fifty 50 million U.S. dollars ($50,000,000), and shall be a corporation meeting the requirements of Section 310(a) of the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the a supervising or examining authority, then, for the purposes of this Section 4.01(a)(ii) and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.01(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.02(c). (c) If the Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. In determining whether the Guarantee Trustee has a "conflicting interest" within the meaning of Section 310(b)(1) of the Trust Indenture Act, the provisions contained in the proviso to Section 310(b)(1) of the Trust Indenture Act and the Guarantee Trustee's Statement of Eligibility on Form T-1 shall be deemed incorporated herein.

Guarantee Trustee; Eligibility. (a) There shall at all times be a Guarantee Trustee which shall: (i) not be an Affiliate of the Guarantor; and (ii) be a Person that is a national or state chartered bank and eligible pursuant to the Trust Indenture Act to act as such, and that has at the time of such appointment securities rated in one of the three highest rating categories by a nationally recognized statistical rating organization and has a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000), and shall be a corporation meeting the requirements of Section 310(a) of the Trust Indenture ActAct and subject to supervision or examination by Federal, State, Territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the its supervising or examining authority, then, for the purposes of this Section 4.1 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.01(a4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.02(c)4.2. (c) If the Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. In determining whether the Guarantee Trustee has a "conflicting interest" within the meaning of Section 310(b)(1) of the Trust Indenture Act, the provisions contained in the proviso to Section 310(b)(1) of the Trust Indenture Act and the Guarantee Trustee's Statement of Eligibility on Form T-1 shall be deemed incorporated herein.

Guarantee Trustee; Eligibility. (a) There shall at all times be a Guarantee Trustee which shallshall be: (i) not be an Affiliate a corporation organized and doing business under the laws of the Guarantor; and (ii) be a Person that is eligible pursuant United States, any State or Territory thereof or the District of Columbia, authorized under such laws to the Trust Indenture Act to act as such and has exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars Fifty Million Dollars ($50,000,000)) and subject to supervision or examination by Federal, State, Territorial or District of Columbia authority, or (ii) if and shall be to the extent permitted by the Commission by rule, regulation or order upon application, a corporation meeting or other Person organized and doing business under the requirements laws of Section 310(aa foreign government, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least Fifty Million Dollars ($50,000,000) or the Dollar equivalent of the applicable foreign currency and subject to supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision or examination applicable to United States institutional trustees, and, in either case, qualified and eligible under this Article and the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the such 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 corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.01(a4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.02(c4.2(c). (c) If the Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor (as if it were the obligor referred to in Section 310(b) of the Trust Indenture Act) shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. In determining whether the . (d) The Guarantee Trustee has a "conflicting interest" within shall be deemed to be specifically described in this Securities Guarantee for purposes of clause (i) of the meaning of first provision contained in Section 310(b)(1310(b) of the Trust Indenture Act, the provisions contained in the proviso to Section 310(b)(1) of the Trust Indenture Act and the Guarantee Trustee's Statement of Eligibility on Form T-1 shall be deemed incorporated herein.

Guarantee Trustee; Eligibility. (a) There shall at all times be a Guarantee Trustee which shall: (i) not be an Affiliate of the Guarantor; and (ii) 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 fifty million U.S. dollars ($50,000,000), and shall be a corporation meeting the requirements of Section 310(a) of the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the 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 corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.01(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.02(c). (c) If the Guarantee Trustee has or shall acquire any "“conflicting interest" ” within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. In determining whether the Guarantee Trustee has a "“conflicting interest" ” within the meaning of Section 310(b)(1) of the Trust Indenture Act, the provisions contained in the proviso to Section 310(b)(1) of the Trust Indenture Act and the Guarantee Trustee's ’s Statement of Eligibility on Form T-1 shall be deemed incorporated herein.

Guarantee Trustee; Eligibility. (a) There shall at all times be a Guarantee Trustee which shall: (i) not be an Affiliate of the Guarantor; and (ii) be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or Person that is eligible pursuant permitted by the Securities and Exchange Commission to act as an institutional trustee under the Trust Indenture Act Act, authorized under such laws to act as such and has exercise corporate trust powers, having a combined capital and surplus of at least fifty 50 million U.S. dollars ($50,000,000), and shall be a corporation meeting the requirements subject to supervision or examination by Federal, State, Territorial or District of Section 310(a) of the Trust Indenture ActColumbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authorityauthority referred to above, then, for the purposes of this Section and to the extent permitted by the Trust Indenture Act4.01(a)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.01(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.02(c4.03(c). (c) If the Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. In determining whether For the Guarantee Trustee has a "conflicting interest" within the meaning purposes of Section 310(b)(1) of the Trust Indenture Act, the provisions contained in the proviso to Section 310(b)(1) of the Trust Indenture Act and to the extent permitted thereby, the Guarantee Trustee's Statement , in its capacity as trustee in respect of Eligibility on Form T-1 the Securities of any series shall not be deemed incorporated hereinto have a conflicting interest arising from its capacity as trustee in respect of Securities of any other series, or as trustee under the Junior Subordinated Indenture dated as of October 1, 1996, the Amended and Restated Trust Agreement dated as of October 1, 1996, the Guarantee Agreement dated as of October 1, 1996 relating to the Company's 8.25% Junior Subordinated Deferrable Interest Debentures, the Trust Agreement and the Indenture.

Guarantee Trustee; Eligibility. (a) There shall at all times be a Guarantee Trustee which shall: (i) not be an Affiliate of the Guarantor; and (ii) be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or Person that is eligible pursuant permitted by the Securities and Exchange Commission to act as an institutional trustee under the Trust Indenture Act Act, authorized under such laws to act as such and has exercise corporate trust powers, having a combined capital and surplus of at least fifty 50 million U.S. dollars ($50,000,000), and shall be a corporation meeting the requirements subject to supervision or examination by Federal, State, Territory or District of Section 310(a) of the Trust Indenture ActColumbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authorityauthority referred to above, then, for the purposes of this Section 4.1(a)(ii) and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.01(a4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.02(c4.2(c). (c) If the Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. In determining whether the Guarantee Trustee has a "conflicting interest" within the meaning of Section 310(b)(1) of the Trust Indenture Act, the provisions contained in the proviso to Section 310(b)(1) of the Trust Indenture Act and the Guarantee Trustee's Statement of Eligibility on Form T-1 shall be deemed incorporated herein.

Guarantee Trustee; Eligibility. (a) There shall at all times be a Guarantee Trustee which shall: (i) not be an Affiliate of the Guarantor; and (ii) be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or Person that is eligible pursuant permitted by the Securities and Exchange Commission to act as an institutional trustee under the Trust Indenture Act Act, authorized under such laws to act as such and has exercise corporate trust powers, having a combined capital and surplus of at least fifty 50 million U.S. dollars ($50,000,000), and shall be a corporation meeting the requirements subject to supervision or examination by Federal, State, Territorial or District of Section 310(a) of the Trust Indenture ActColumbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authorityauthority referred to above, then, for the purposes of this Section and to the extent permitted by the Trust Indenture Act4.1(a)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.01(a4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.02(c4.2(c). (c) If the Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. In determining whether , subject to the Guarantee Trustee has a "conflicting interest" within the meaning of Section 310(b)(1) of the Trust Indenture Act, the provisions contained in the proviso to Section 310(b)(1) of the Trust Indenture Act and the Guarantee Trustee's Statement of Eligibility on Form T-1 shall be deemed incorporated hereinpenultimate paragraph thereof.

Guarantee Trustee; Eligibility. (a) There shall be at all times be a Guarantee Trustee which shall: (i) not be an Affiliate of the Guarantor; and (ii) be a corporation organized and doing business under the laws of the United States of America or any state or territory thereof or of the District of Columbia, or a corporation or Person that is eligible pursuant permitted by the Securities and Exchange Commission to act as an institutional trustee under the Trust Indenture Act Act, authorized under such laws to act as such and has exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars ($US$50,000,000), and shall be a corporation meeting the requirements subject to supervision or examination by federal, state, territorial or District of Section 310(a) of the Trust Indenture ActColumbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authorityauthority referred to above, then, for the purposes of this Section and to the extent permitted by the Trust Indenture Act4.1(a)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.01(a4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.02(c4.2(c). (c) If the Guarantee Trustee has or shall acquire any "“conflicting interest" ” within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. In determining whether the Guarantee Trustee has a "conflicting interest" within the meaning of Section 310(b)(1) of the Trust Indenture Act, the provisions contained in the proviso to Section 310(b)(1) of the Trust Indenture Act and the Guarantee Trustee's Statement of Eligibility on Form T-1 shall be deemed incorporated herein.

Guarantee Trustee; Eligibility. (a) There shall be at all times be a Guarantee Trustee which shall: (i) not be an Affiliate of the Guarantor; and (ii) be a corporation organized and doing business under the laws of the United States of America or any state or territory thereof or of the District of Columbia, or a corporation or other Person that is eligible pursuant permitted by the Securities and Exchange Commission to act as an institutional trustee under the Trust Indenture Act Act, authorized under such laws to act as such and has exercise corporate trust powers, having a combined capital and surplus of at least fifty 50 million U.S. dollars ($50,000,000), and shall be a corporation meeting the requirements subject to supervision or examination by federal, state, territorial or District of Section 310(a) of the Trust Indenture ActColumbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authorityauthority referred to above, then, for the purposes of this Section and to the extent permitted by the Trust Indenture Act4.1(a)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.01(a4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.02(c4.2(c). (c) If the Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act or becomes a creditor of the Guarantor during the time periods specified in Section 311 of the Trust Indenture Act, the Guarantee Trustee and the Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. In determining whether the Guarantee Trustee has a "conflicting interest" within the meaning of Section 310(b)(1) or 311 of the Trust Indenture Act, the provisions contained in the proviso to Section 310(b)(1) of the Trust Indenture Act and the Guarantee Trustee's Statement of Eligibility on Form T-1 shall be deemed incorporated hereinas applicable.

Guarantee Trustee; Eligibility. (a) There shall at all times be a Guarantee Trustee which shall: (i) not be an Affiliate of the Guarantor; and (ii) be a corporation organized and doing business under the laws of the United States of America or any State thereof or of the District of Columbia, or a corporation or Person that is eligible pursuant permitted by the Securities and Exchange Commission to act as an institutional trustee under the Trust Indenture Act Act, authorized under such laws to act as such and has exercise corporate trust powers, having a combined capital and surplus of at least fifty 50 million U.S. dollars ($50,000,000), and shall be a corporation meeting subject to supervision or examination by U.S. federal or State authority, in good standing and having an office or agent in the requirements Borough of Section 310(a) Manhattan, The City of the Trust Indenture ActNew York. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authorityauthority referred to above, then, for the purposes of this Section and to the extent permitted by the Trust Indenture Act4.01(a)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.01(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.02(c). (c) If the Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. In determining whether . (d) The Guarantee Trustee represents and warrants that: (i) the Guarantee Trustee has is a "conflicting interest" within New York banking corporation with trust powers, duly organized, validly existing and in good standing under the meaning of Section 310(b)(1) laws of the Trust Indenture ActState of New York, with trust power and authority to execute and deliver, and to carry out and perform its obligations under, this Guarantee; and (ii) the provisions contained in execution, delivery and performance by the proviso to Section 310(b)(1) Guarantee Trustee of this Guarantee has been duly authorized by all necessary corporate action on the Trust Indenture Act and part of the Guarantee Trustee's Statement of Eligibility on Form T-1 shall be deemed incorporated herein. This Guarantee has been duly executed and delivered by the Guarantee Trustee.

Guarantee Trustee; Eligibility. (a) There shall at all times be a Guarantee Trustee which shallshall be: (i) not be an Affiliate a corporation organized and doing business under the laws of the Guarantor; and (ii) be a Person that is eligible pursuant United States, any State or Territory thereof or the District of Columbia, authorized under such laws to the Trust Indenture Act to act as such and has exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars Fifty Million Dollars ($50,000,000)) and subject to supervision or examination by Federal, State, Territorial or District of Columbia authority, or (ii) if and shall be to the extent permitted by the Commission by rule, regulation or order upon application, a corporation meeting or other Person organized and doing business under the requirements laws of Section 310(aa foreign government, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least Fifty Million Dollars ($50,000,000) or the Dollar equivalent of the applicable foreign currency and subject to supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision or examination applicable to United States institutional trustees, and, in either case, qualified and eligible under this Article and the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the such 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 corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) If at any time the Guarantee Trustee shall cease to be 14 eligible to so act under Section 4.01(a4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.02(c4.2(c). (c) If the Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor (as if it were the obligor referred to in Section 310(b) of the Trust Indenture Act) shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. In determining whether the . (d) The Guarantee Trustee has a "conflicting interest" within shall be deemed to be specifically described in this Securities Guarantee for purposes of clause (i) of the meaning of first provision contained in Section 310(b)(1310(b) of the Trust Indenture Act, the provisions contained in the proviso to Section 310(b)(1) of the Trust Indenture Act and the Guarantee Trustee's Statement of Eligibility on Form T-1 shall be deemed incorporated herein.

Guarantee Trustee; Eligibility. (a) There shall at all ------------------------------- times be a Guarantee Trustee which shall: (i) not be an Affiliate of the Guarantor; and (ii) 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 fifty million U.S. dollars ($50,000,000), and shall be a corporation meeting the requirements of Section 310(a) of the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the 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 corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) If at any time time, the Guarantee Trustee shall cease to be eligible to so act under Section 4.01(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.02(c). (c) If the Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. In determining whether the Guarantee Trustee has a "conflicting interest" within the meaning of Section 310(b)(1) of the Trust Indenture Act, the provisions contained in the proviso to Section 310(b)(1) of the Trust Indenture Act and the Guarantee Trustee's Statement of Eligibility on Form T-1 shall be deemed incorporated herein.

Guarantee Trustee; Eligibility. (a) There shall at all times be a Guarantee Trustee which shall: (i) not be an Affiliate of the Guarantor; and (ii) be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or Person that is eligible pursuant permitted by the Securities and Exchange Commission to act as an institutional trustee under the Trust Indenture Act Act, authorized under such laws to act as such and has exercise corporate trust powers, having a combined capital and surplus of at least fifty 500 million U.S. dollars ($50,000,000500,000,000), and shall be a corporation meeting the requirements subject to supervision or examination by Federal, State, Territory or District of Section 310(a) of the Trust Indenture ActColumbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authorityauthority referred to above, then, for the purposes of this Section 4.1(a)(ii) and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.01(a4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.02(c4.2(c). (c) If the Guarantee Trustee has or shall acquire any "“conflicting interest" ” within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. In determining whether the Guarantee Trustee has a "conflicting interest" within the meaning of Section 310(b)(1) of the Trust Indenture Act, the provisions contained in the proviso to Section 310(b)(1) of the Trust Indenture Act and the Guarantee Trustee's Statement of Eligibility on Form T-1 shall be deemed incorporated herein.

Guarantee Trustee; Eligibility. (a) There shall at all times be a Guarantee Trustee which shall: (i) not be an Affiliate of the Guarantor; and (ii) 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 fifty million U.S. dollars ($50,000,000), and shall be a corporation meeting the requirements of Section 310(a) of the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the 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 corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.01(a4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.02(c4.2(c). (c) If the Guarantee Trustee has or shall acquire any "“conflicting interest" ” within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. In determining whether . (d) Any corporation into which the Guarantee Trustee has may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Guarantee Trustee shall be a "conflicting interest" within party, or any corporation succeeding to all or substantially all the meaning corporate trust business of Section 310(b)(1) of the Trust Indenture Act, the provisions contained in the proviso to Section 310(b)(1) of the Trust Indenture Act and the Guarantee Trustee's Statement of Eligibility on Form T-1 , shall be deemed incorporated hereina Successor Guarantee Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

Guarantee Trustee; Eligibility. (a) There shall at all times be a Preferred Guarantee Trustee which shall: (i) be a "United States person" under the Internal Revenue Code of 1986, as amended, and not be an Affiliate of the Guarantor; and; (ii) be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or Person that is eligible pursuant permitted by the Securities and Exchange Commission to act as an institutional trustee under the Trust Indenture Act Act, authorized under such laws to act as such and has exercise corporate trust powers, having a combined capital and surplus of at least fifty 250 million U.S. dollars ($50,000,000250,000,000), and shall be a corporation meeting the requirements subject to supervision or examination by Federal, State, Territorial or District of Section 310(a) of the Trust Indenture ActColumbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authorityauthority referred to above, then, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act4.1(a)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.; (b) If if at any time the Preferred Guarantee Trustee shall cease to be eligible to so act under Section 4.01(a4.1(a), the Preferred Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.02(c4.2(c).; and (c) If if the Preferred Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Preferred Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. In determining whether the Guarantee Trustee has a "conflicting interest" within the meaning of Section 310(b)(1) of the Trust Indenture Act, the provisions contained in the proviso to Section 310(b)(1) of the Trust Indenture Act and the Guarantee Trustee's Statement of Eligibility on Form T-1 shall be deemed incorporated herein.

Guarantee Trustee; Eligibility. (a) There shall at all times be a Guarantee Trustee which shall: (i) not be an Affiliate of the GuarantorGuarantor or Holdings; and (ii) be a corporation organized and doing business under the laws of the United States of America or any State thereof or of the District of Columbia, or a corporation or Person that is eligible pursuant permitted by the Securities and Exchange Commission to act as an institutional trustee under the Trust Indenture Act Act, authorized under such laws to act as such and has exercise corporate trust powers, having a combined capital and surplus of at least fifty 50 million U.S. dollars ($50,000,000), and shall be a corporation meeting subject to supervision or examination by U.S. federal or State authority, in good standing and having an office or agent in the requirements Borough of Section 310(a) Manhattan, The City of the Trust Indenture ActNew York. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authorityauthority referred to above, then, for the purposes of this Section and to the extent permitted by the Trust Indenture Act4.01(a)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.01(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.02(c)) . (c) If the Guarantee Trustee has or shall acquire any "“conflicting interest" ” within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee Trustee, Guarantor and Guarantor Holdings shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. In determining whether . (d) The Guarantee Trustee represents and warrants that: (i) the Guarantee Trustee has is a "conflicting interest" within New York banking corporation with trust powers, duly organized, validly existing and in good standing under the meaning of Section 310(b)(1) laws of the Trust Indenture ActState of New York, with trust power and authority to execute and deliver, and to carry out and perform its obligations under, this Guarantee; and (ii) the provisions contained in execution, delivery and performance by the proviso to Section 310(b)(1) Guarantee Trustee of this Guarantee has been duly authorized by all necessary corporate action on the Trust Indenture Act and part of the Guarantee Trustee's Statement of Eligibility on Form T-1 shall be deemed incorporated herein. This Guarantee has been duly executed and delivered by the Guarantee Trustee.