Common use of Manager Trustee; Eligibility Clause in Contracts

Manager Trustee; Eligibility. (a) There shall at all times be a Manager Trustee which shall: (i) not be an Affiliate of the Bank; 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 permitted by the Securities and Exchange Commission to act as trustee pursuant to the Trust Indenture Act), authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal, state, territorial or District of Columbia authority; (iii) have at all times a combined capital and surplus of at least 50 million U.S. dollars (U.S.$50,000,000), and if such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to in clause (ii) above, then for the purposes of this Section 4.01(a)(iii), 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 Manager Trustee shall cease to be eligible to so act under Section 4.01(a), the Manager Trustee shall immediately resign in the manner and with the effect set out in Section 4.02(c). (c) If the Manager Trustee shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Manager Trustee and Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. (d) The Guarantees shall be deemed to be specifically described in this Agreement for purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act. (e) The initial Manager Trustee shall be The Bank of New York, a New York banking corporation.

Manager Trustee; Eligibility. (a) There shall at all times be a Manager Trustee which shall: (i) not be an Affiliate of the Bank; 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 permitted by the Securities and Exchange Commission to act as trustee pursuant to the Trust Indenture Act), authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal, state, territorial or District of Columbia authority; (iii) have at all times a combined capital and surplus of at least 50 million U.S. dollars (U.S.$50,000,000), and if such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to in clause (ii) above, then for the purposes of this Section 4.01(a)(iii), 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 Manager Trustee shall cease to be eligible to so act under Section 4.01(a), the Manager Trustee shall immediately resign in the manner and with the effect set out in Section 4.02(c). (c) If the Manager Trustee shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Manager Trustee and Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. (d) The Guarantees shall be deemed to be specifically described in this Agreement for purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act. (e) The initial Manager Trustee shall be The Bank of New YorkYork Mellon, a New York banking corporation.