Successor Financial Institution. Any successor Financial Institution shall be (i) Xxxxxxx, Xxxxx & Co., (ii) The Bank of Nova Scotia Trust Company of New York, or (iii) a corporation qualified to, and located in, New York, which (A) is authorized to exercise corporation trust powers, (B) is subject to supervision or examination by the applicable Governmental Authority, (C) has a combined capital and surplus of at least Five Hundred Million Dollars (US$500,000,000), and (D) has a long-term credit rating of not less than “A-” or “A3”, respectively, by any Rating Agency; and provided, that any such bank with a long-term credit rating of “A-” or “A3”‘ shall not cease to be eligible to act as Financial Institution upon a downward change in either such rating of no more than one category or grade of such minimum rating, as the case may be. If any successor Financial Institution does not accept deposits for non-fiduciary customers it may establish, in its name as custodian under this agreement, appropriate deposit accounts (“Substitute Deposit Accounts”) to hold any cash balances which would otherwise have been held for the credit of the Pledgor. The Substitute Deposit Accounts may be established with any depository institution, including a depository institution affiliated with the successor Financial Institution, that (1) has one of the three highest deposit ratings available from any Rating Agency or, if the institution is not rated, is a subsidiary of a holding company that has one of the three highest long term credit ratings available from any Rating Agency, (2) is a member of the Federal Deposit Insurance Corporation, and (3) has Tier 1 capital (as defined in such regulations of its primary Federal banking regulator) of not less than $500,000,000. In such circumstances, the successor Financial Institution shall credit the Substitute Deposit Account to the Collateral Accounts.
