Common use of Eligibility Requirements for Indenture Trustee Clause in Contracts

Eligibility Requirements for Indenture Trustee. The Indenture Trustee hereunder shall at all times be a corporation organized and doing business under the laws of the United States or any state thereof authorized under such laws to exercise corporate trust powers, having a long-term unsecured debt rating of at least “Baa3” by Moody’s and “BBB” by Standard & Poor’s having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital adequacy requirements, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority, and shall satisfy the requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 10.7, the risk-based capital or the combined capital and surplus of such corporation, as the case may be, shall be deemed to be its risk-based capital or combined capital and surplus as set forth in the most recent report of condition so published. If the Indenture is qualified under the TIA, the Indenture Trustee shall at all times satisfy the requirements of TIA §310(a) and the Indenture Trustee shall comply with TIA §310(b), including the optional provision permitted by the second sentence of TIA §310(b)(9); provided that there shall be excluded from the operation of TIA §310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in the TIA §310(b)(1) are met. If at any time the Indenture Trustee ceases to be eligible in accordance with the provisions of this Section 10.7, the Indenture Trustee shall resign immediately in the manner and with the effect specified in Section 10.8.

Eligibility Requirements for Indenture Trustee. The Indenture Trustee hereunder shall at all times be (i) a national banking association or a corporation acceptable to the Global Requisite Majority, or (ii) a Person who is not a Competitor of Interpool, in each case organized and doing business under the laws of the United States of America or any state thereof State, and authorized under such laws to exercise corporate trust powerspowers acceptable to the Global Requisite Majority. In addition, having a long-term unsecured debt rating of the Indenture Trustee or its parent corporation shall at least “Baa3” by Moody’s and “BBB” by Standard & Poor’s having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital adequacy requirements, having all times (i) have a combined capital and surplus of at least $50,000,000 and 250,000,000.00, (ii) be subject to supervision or examination by federal Federal or state authorityauthority and (iii) have a long-term senior unsecured debt rating of “A2” or better by Xxxxx’x Investors Service, Inc. and shall satisfy the requirements for a trustee set forth in paragraph (a)(4)(i) short-term senior unsecured debt rating of Rule 3a-7 under the Investment Company Act. “P-1” or better by Xxxxx’x Investors Service, Inc. and have a long-term senior unsecured debt rating of “A” or better by S&P and a short-term senior unsecured debt rating of “A-1” or better by S&P. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid such supervising or examining authority, then then, for the purpose purposes of this Section 10.79.06, the risk-based capital or the combined capital and surplus of such corporation, as the case may be, corporation shall be deemed to be its risk-based capital or combined capital and surplus as set forth in the its most recent report of condition so published. If the Indenture is qualified under the TIAIn addition, the Indenture Trustee hereunder shall at all times satisfy qualify for purposes of Rule 3a-7 under the requirements Investment Company Act of TIA §310(a) and the Indenture Trustee shall comply with TIA §310(b), including the optional provision permitted by the second sentence of TIA §310(b)(9); provided that there shall be excluded from the operation of TIA §310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in the TIA §310(b)(1) are met1940. If at any time the Indenture Trustee ceases shall cease to qualify for purposes of Rule 3a-7 under the Investment Company Act of 1940, then the Issuer, with the prior written consent of the Global Requisite Majority, shall remove the Indenture Trustee and appoint a successor Indenture Trustee in accordance with the terms and conditions of this Indenture. In case at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section 10.7Section, the Indenture Trustee shall resign immediately in the manner and with the effect specified in Section 10.89.07 hereof.

Eligibility Requirements for Indenture Trustee. The Indenture Trustee hereunder shall at all times be a corporation organized and doing business under the laws of the United States or any state thereof authorized under such laws to exercise corporate trust powers, having a long-term unsecured debt rating of at least “Baa3” by Moody’s and “BBBBBB-” by Standard & Poor’s having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital adequacy requirements, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority, and shall satisfy the requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 10.7, the risk-risk- based capital or the combined capital and surplus of such corporation, as the case may be, shall be deemed to be its risk-based capital or combined capital and surplus as set forth in the most recent report of condition so published. If the this Indenture is qualified under the TIA, the Indenture Trustee shall at all times satisfy the requirements of TIA §Section 310(a) and the Indenture Trustee shall comply with TIA §Section 310(b), including the optional provision permitted by the second sentence of TIA §Section 310(b)(9); provided that there shall be excluded from the operation of TIA §Section 310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in the TIA §Section 310(b)(1) are met. If at any time the Indenture Trustee ceases to be eligible in accordance with the provisions of this Section 10.7, the Indenture Trustee shall resign immediately in the manner and with the effect specified in Section 10.8.

Eligibility Requirements for Indenture Trustee. The Indenture Trustee hereunder shall not be an Affiliate of the Servicer (unless the Indenture Trustee is a successor servicer) or the Issuer (unless the Indenture Trustee becomes an Affiliate through any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Transaction Documents) and shall at all times be a corporation corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any state State thereof or the District of Columbia and authorized under such laws to exercise corporate trust powers, having a long-term unsecured debt rating of at least “Baa3” by Moody’s and “BBB” by Standard & Poor’s having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital adequacy requirements, having ; (ii) together with its corporate parent has a combined capital and surplus of at least $50,000,000 100,000,000; and (iii) is subject to supervision or examination by federal or state authority, and shall satisfy the requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If such corporation corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose purposes of this Section 10.711.06, the risk-based capital or the combined capital and surplus of such corporation, as the case may bebank, trust company or association shall be deemed to be its risk-based capital or combined capital and surplus as set forth in the its most recent report of condition so published. If In addition: (i) the Indenture is qualified under Trustee shall at all times meet the TIArequirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Indenture Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause U.S. Department of Labor Prohibited Transaction Exemption (“PTE”) 90-24 or PTE 93-31 (in each case as amended by PTE 2000-58 and PTE 2002-41) to be unavailable with respect to any Class of Notes that it would otherwise be available in respect of. Furthermore, the Indenture Trustee shall at all times satisfy maintain (or shall have caused to have been appointed a fiscal agent that at all times maintains) a long-term unsecured debt rating of no less than investment grade from KBRA, to the requirements extent then rated by KBRA, and a short-term unsecured debt rating of TIA §310(a) and no less than investment grade from KBRA, to the extent then rated by KBRA. The corporation, bank, trust company or association serving as Indenture Trustee shall comply may have normal banking and trust relationships with TIA §310(b)the Issuer, including the optional provision Servicer and their respective Affiliates but, except to the extent permitted or required by the second sentence Servicing Agreement, shall not be an “Affiliate” (as such term is defined in Section III of TIA §310(b)(9); provided that there shall be excluded from the operation of TIA §310(b)(1PTE 2000-58) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in the TIA §310(b)(1) are met. If at Servicer, any time the Indenture Trustee ceases to be eligible in accordance with the provisions of this Section 10.7sub-servicer, any Initial Purchasers, the Indenture Trustee shall resign immediately in the manner and with the effect specified Issuer or any “Affiliate” (as such term is defined in Section 10.8.III of PTE 2000-58) of any such Persons. 121

Eligibility Requirements for Indenture Trustee. The Indenture Trustee hereunder shall not be an Affiliate of the Servicer (unless the Indenture Trustee is a successor servicer) or any Asset Entity (unless the Indenture Trustee becomes an Affiliate through any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Transaction Documents) and shall at all times be a corporation corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any state thereof or the District of Columbia and authorized under such laws to exercise corporate trust powers, having a long-term unsecured debt rating of at least “Baa3” by Moody’s and “BBB” by Standard & Poor’s having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital adequacy requirements, having ; (ii) has a combined capital and surplus of at least $50,000,000 100,000,000; and (iii) is subject to supervision or examination by federal or state authority, and shall satisfy the requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If such corporation corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose purposes of this Section 10.7Section, the risk-based capital or the combined capital and surplus of such corporation, as the case may bebank, trust company or association shall be deemed to be its risk-based capital or combined capital and surplus as set forth in the its most recent report of condition so published. If In addition: (i) the Indenture is qualified under Trustee shall at all times meet the TIArequirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Indenture Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause PTE 90-24 or PTE 93-31 (in each case as amended by PTE 2000-58 and PTE 2002-41) to be unavailable with respect to any Class of Notes that it would otherwise be available in respect of. Furthermore, the Indenture Trustee shall at all times satisfy the requirements maintain (or shall have caused to have been appointed a fiscal agent that at all times maintains) a long-term unsecured debt rating of TIA §310(a) no less than “A” from Fitch and “A2” from Moody’s and a short-term unsecured debt rating of no less than “F-1” from Fitch and “P-1” from Moody’s (or such lower rating with respect to which the Indenture Trustee shall comply have received Rating Agency Confirmation from the Rating Agencies assigning such rating). The corporation, bank, trust company or association serving as Indenture Trustee may have normal banking and trust relationships with TIA §310(b)the Asset Entities, including the optional provision Servicer and their respective Affiliates but, except to the extent permitted or required by the second sentence Servicing Agreement, shall not be an “Affiliate” (as such term is defined in Section III of TIA §310(b)(9); provided that there shall be excluded from the operation of TIA §310(b)(1PTE 2000-58) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in the TIA §310(b)(1) are met. If at Servicer, any time the Indenture Trustee ceases to be eligible in accordance with the provisions of this Section 10.7sub-servicer, either Initial Purchaser, the Indenture Trustee shall resign immediately in Issuer and the manner and with the effect specified Asset Entities or any “Affiliate” (as such term is defined in Section 10.8III of PTE 2000-58) of any such Persons.

Eligibility Requirements for Indenture Trustee. The Indenture Trustee hereunder shall not be an Affiliate of the Servicer (unless the Indenture Trustee is a successor servicer) or any Asset Entity (unless the Indenture Trustee becomes an Affiliate through any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Transaction Documents) and shall at all times be a corporation corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any state thereof or the District of Columbia and authorized under such laws to exercise corporate trust powers, having a long-term unsecured debt rating of at least “Baa3” by Moody’s and “BBB” by Standard & Poor’s having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital adequacy requirements, having ; (ii) has a combined capital and surplus of at least $50,000,000 100,000,000; and (iii) is subject to supervision or examination by federal or state authority, and shall satisfy the requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If such corporation corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose purposes of this Section 10.7Section, the risk-based capital or the combined capital and surplus of such corporation, as the case may bebank, trust company or association shall be deemed to be its risk-based capital or combined capital and surplus as set forth in the its most recent report of condition so published. If In addition: (i) the Indenture is qualified under Trustee shall at all times meet the TIArequirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Indenture Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause PTE 90-24 or PTE 93-31 (in each case as amended by PTE 2000-58 and PTE 2002-41) to be unavailable with respect to any Class of Notes that it would otherwise be available in respect of. Furthermore, the Indenture Trustee shall at all times satisfy the requirements maintain (or shall have caused to have been appointed a fiscal agent that at all times maintains) a long-term unsecured debt rating of TIA §310(a) no less than “A” from Fitch and “A2” from Xxxxx’x and a short-term unsecured debt rating of no less than “F-1” from Fitch and “P-1” from Xxxxx’x (or such lower rating with respect to which the Indenture Trustee shall comply have received Rating Agency Confirmation from the Rating Agencies assigning such rating). The corporation, bank, trust company or association serving as Indenture Trustee may have normal banking and trust relationships with TIA §310(b)the Asset Entities, including the optional provision Servicer and their respective Affiliates but, except to the extent permitted or required by the second sentence Servicing Agreement, shall not be an “Affiliate” (as such term is defined in Section III of TIA §310(b)(9); provided that there shall be excluded from the operation of TIA §310(b)(1PTE 2000-58) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in the TIA §310(b)(1) are met. If at Servicer, any time the Indenture Trustee ceases to be eligible in accordance with the provisions of this Section 10.7sub-servicer, either Initial Purchaser, the Indenture Trustee shall resign immediately in Issuers and the manner and with the effect specified Asset Entities or any “Affiliate” (as such term is defined in Section 10.8III of PTE 2000-58) of any such Persons.

Eligibility Requirements for Indenture Trustee. The Indenture Trustee hereunder shall not be an Affiliate of the Servicer or any Issuer (unless the Indenture Trustee is a successor servicer) and shall at all times be a corporation corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any state State thereof or the District of Columbia and authorized under such laws to exercise corporate trust powers, having a long-term unsecured debt rating of at least “Baa3” by Moody’s and “BBB” by Standard & Poor’s having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital adequacy requirements, having ; (ii) has a combined capital 119 and surplus of at least $50,000,000 100,000,000; and (iii) is subject to supervision or examination by federal Federal or state authority, and shall satisfy the requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If such corporation corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose purposes of this Section 10.7Section, the risk-based capital or the combined capital and surplus of such corporation, as the case may bebank, trust company or association shall be deemed to be its risk-based capital or combined capital and surplus as set forth in the its most recent report of condition so published. If the Indenture is qualified under the TIA, In addition: (i) the Indenture Trustee shall at all times satisfy meet the requirements of TIA §310(aSection 26(a)(1) of the Investment Company Act; and (ii) the Indenture Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause PTE 90-24 or PTE 93-31 (in each case as amended by PTE 2000-58 and PTE 2002-41) to be unavailable with respect to any Class of Notes that it would otherwise be available in respect of. Furthermore, the Indenture Trustee or its parent shall at all times maintain (or shall have caused to have been appointed a fiscal agent that at all times maintains) a long-term unsecured debt rating of no less than “A” from Fitch and “A2” from Moody’s and a short-term unsecured debt rating of no less than “F-1” from Fitch and “P-1” from Moody’s (or such lower rating with respect to which the Indenture Trustee shall comply with TIA §310(b), including the optional provision permitted by the second sentence of TIA §310(b)(9); provided that there shall be excluded have received Rating Agency Confirmation from the operation of TIA §310(b)(1) any indenture Rating Agencies assigning such rating). The corporation, bank, trust company or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in the TIA §310(b)(1) are met. If at any time association serving as the Indenture Trustee ceases to be eligible in accordance may have normal banking and trust relationships with the provisions of this Section 10.7Issuers, the Indenture Trustee Servicer and their respective Affiliates but, except to the extent permitted or required by the Servicing Agreement, shall resign immediately in the manner and with the effect specified not be an “Affiliate” (as such term is defined in Section 10.8III of PTE 2000-58) of the Servicer, any sub-servicer, either Initial Purchaser, the Issuers or any “Affiliate” (as such term is defined in Section III of PTE 2000-58) of any such Persons.

Eligibility Requirements for Indenture Trustee. The Indenture Trustee hereunder shall not be an Affiliate of the Servicer or any Asset Entity (unless the Indenture Trustee is a successor servicer) and shall at all times be a corporation corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any state thereof or the District of Columbia and authorized under such laws to exercise corporate trust powers, having a long-term unsecured debt rating of at least “Baa3” by Moody’s and “BBB” by Standard & Poor’s having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital adequacy requirements, having ; (ii) has a combined capital and surplus of at least $50,000,000 100,000,000; and (iii) is subject to supervision or examination by federal or state authority, and shall satisfy the requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If such corporation corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose purposes of this Section 10.7Section, the risk-based capital or the combined capital and surplus of such corporation, as the case may bebank, trust company or association shall be deemed to be its risk-based capital or combined capital and surplus as set forth in the its most recent report of condition so published. If In addition: (i) the Indenture is qualified under Trustee shall at all times meet the TIArequirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Indenture Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause PTE 90-24 or PTE 93-31 (in each case as amended by PTE 2000-58 and PTE 2002-41) to be unavailable with respect to any Class of Notes that it would otherwise be available in respect of. Furthermore, the Indenture Trustee shall at all times satisfy the requirements maintain (or shall have caused to have been appointed a fiscal agent that at all times maintains) a long-term unsecured debt rating of TIA §310(a) no less than a rating commonly regarded as “investment grade” from Xxxxx’x and a short-term unsecured debt rating of no less than a rating commonly regarded as “investment grade ”from Xxxxx’x, and a long-term unsecured debt rating of no less than a rating commonly regarded as “investment grade” by Fitch Ratings Inc. (or such lower rating with respect to which the Indenture Trustee shall comply have received Rating Agency Confirmation). The corporation, bank, trust company or association serving as Indenture Trustee may have normal banking and trust relationships with TIA §310(b)the Asset Entities, including the optional provision Servicer and their respective Affiliates but, except to the extent permitted or required by the second sentence Servicing Agreement, shall not be an “Affiliate” (as such term is defined in Section III of TIA §310(b)(9); provided that there shall be excluded from the operation of TIA §310(b)(1PTE 2000-58) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in the TIA §310(b)(1) are met. If at Servicer, any time the Indenture Trustee ceases to be eligible in accordance with the provisions of this Section 10.7sub-servicer, any Initial Purchaser, any Placement Agent, the Indenture Trustee shall resign immediately in Issuer and the manner and with the effect specified Asset Entities or any “Affiliate” (as such term is defined in Section 10.8III of PTE 2000-58) of any such Persons.

Eligibility Requirements for Indenture Trustee. The Indenture Trustee hereunder shall not be an Affiliate of the Servicer (unless the Indenture Trustee is a successor servicer) or any Asset Entity (unless the Indenture Trustee becomes an Affiliate through any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Transaction Documents) and shall at all times be a corporation corporation, bank, trust 108 company or association that: (i) is organized and doing business under the laws of the United States of America or any state State thereof or the District of Columbia and authorized under such laws to exercise corporate trust powers, having a long-term unsecured debt rating of at least “Baa3” by Moody’s and “BBB” by Standard & Poor’s having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital adequacy requirements, having ; (ii) has a combined capital and surplus of at least $50,000,000 100,000,000; and (iii) is subject to supervision or examination by federal or state authority, and shall satisfy the requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If such corporation corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose purposes of this Section 10.7Section, the risk-based capital or the combined capital and surplus of such corporation, as the case may bebank, trust company or association shall be deemed to be its risk-based capital or combined capital and surplus as set forth in the its most recent report of condition so published. If the Indenture is qualified under the TIAFurthermore, the Indenture Trustee shall at all times satisfy the requirements maintain (or shall have caused to have been appointed a fiscal agent that at all times maintains) a long-term unsecured debt rating of TIA §310(a) no less than BBB- from Fitch and Baa3 from Xxxxx’x (or such lower rating with respect to which the Indenture Trustee shall comply have received a Rating Agency Confirmation from Fitch). The corporation, bank, trust company or association serving as Indenture Trustee may have normal banking and trust relationships with TIA §310(b)the Asset Entities, including the optional provision Servicer and their respective Affiliates but, except to the extent permitted or required by the second sentence Servicing Agreement, shall not be an “Affiliate” (as such term is defined in Section III of TIA §310(b)(9); provided that there shall be excluded from the operation of TIA §310(b)(1PTE 2000-58) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in the TIA §310(b)(1) are met. If at Servicer, any time the Indenture Trustee ceases to be eligible in accordance with the provisions of this Section 10.7sub-servicer, either Initial Purchaser, the Indenture Trustee shall resign immediately in Issuer and the manner and with the effect specified Asset Entities or any “Affiliate” (as such term is defined in Section 10.8III of PTE 2000-58) of any such Persons.

Eligibility Requirements for Indenture Trustee. The Indenture Trustee hereunder shall at all times be a corporation organized and doing business under the laws of the United States or any state thereof authorized under such laws to exercise corporate trust powers, having a long-term unsecured debt rating of at least “Baa3” by Moody’s Xxxxx’x and “BBBBBB-” by Standard & Poor’s having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital adequacy requirements, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority, and shall satisfy the requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 10.7, the risk-based capital or the combined capital and surplus of such corporation, as the case may be, shall be deemed to be its risk-based capital or combined capital and surplus as set forth in the most recent report of condition so published. If the Indenture is qualified under the TIA, the Indenture Trustee shall at all times satisfy the requirements of TIA §310(a) and the Indenture Trustee shall comply with TIA §310(b), including the optional provision permitted by the second sentence of TIA §310(b)(9); provided that there shall be excluded from the operation of TIA §310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in the TIA §310(b)(1) are met. If at any time the Indenture Trustee ceases to be eligible in accordance with the provisions of this Section 10.7, the Indenture Trustee shall resign immediately in the manner and with the effect specified in Section 10.8.

Eligibility Requirements for Indenture Trustee. The Indenture Trustee hereunder shall not be an Affiliate of the Servicer or any Asset Entity (unless the Indenture Trustee is a successor servicer) and shall at all times be a corporation corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any state thereof or the District of Columbia and authorized under such laws to exercise corporate trust powers, having a long-term unsecured debt rating of at least “Baa3” by Moody’s and “BBB” by Standard & Poor’s having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital adequacy requirements, having ; (ii) has a combined capital and surplus of at least $50,000,000 100,000,000; and (iii) is subject to supervision or examination by federal or state authority, and shall satisfy the requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If such corporation corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose purposes of this Section 10.7Section, the risk-based capital or the combined capital and surplus of such corporation, as the case may bebank, trust company or association shall be deemed to be its risk-based capital or combined capital and surplus as set forth in the its most recent report of condition so published. If In addition: (i) the Indenture is qualified under Trustee shall at all times meet the TIArequirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Indenture Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause PTE 90-24 or PTE 93-31 (in each case as amended by PTE 2000-58 and PTE 2002-41) to be unavailable with respect to any Class of Notes that it would otherwise be available in respect of. Furthermore, the Indenture Trustee shall at all times satisfy maintain (or shall have caused to have been appointed a fiscal agent that at all times maintains) a long-term unsecured debt rating of no less than “Baa3” from Xxxxx’x and a short-term unsecured debt rating of no less than “P-1” from Xxxxx’x, and a long-term unsecured debt rating of no less than “AA-” by Fitch (or “A” by Fitch if the requirements short-term unsecured debt obligations of TIA §310(athe Indenture Trustee are rated not lower than “F1” by Fitch) and (or such lower rating with respect to which the Indenture Trustee shall comply have received Rating Agency Confirmation from the Rating Agencies assigning such rating). The corporation, bank, trust company or association serving as Indenture Trustee may have normal banking and trust relationships with TIA §310(b)the Asset Entities, including the optional provision Servicer and their respective Affiliates but, except to the extent permitted or required by the second sentence Servicing Agreement, shall not be an “Affiliate” (as such term is defined in Section III of TIA §310(b)(9); provided that there shall be excluded from the operation of TIA §310(b)(1PTE 2000-58) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in the TIA §310(b)(1) are met. If at Servicer, any time the Indenture Trustee ceases to be eligible in accordance with the provisions of this Section 10.7sub-servicer, any Initial Purchaser, the Indenture Trustee shall resign immediately in Issuer and the manner and with the effect specified Asset Entities or any “Affiliate” (as such term is defined in Section 10.8III of PTE 2000-58) of any such Persons.

Eligibility Requirements for Indenture Trustee. The Indenture Trustee hereunder shall not be an Affiliate of the Servicer or any Asset Entity (unless the Indenture Trustee is a successor servicer) and shall at all times be a corporation corporation, bank, trust company or association that: (i) is organized and doing business under the laws of the United States of America or any state State thereof or the District of Columbia and authorized under such laws to exercise corporate trust powers, having a long-term unsecured debt rating of at least “Baa3” by Moody’s and “BBB” by Standard & Poor’s having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital adequacy requirements, having ; (ii) has a combined capital and surplus of at least $50,000,000 100,000,000; and (iii) is subject to supervision or examination by federal or state authority, and shall satisfy the requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If such corporation corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose purposes of this Section 10.7Section, the risk-based capital or the combined capital and surplus of such corporation, as the case may bebank, trust company or association shall be deemed to be its risk-based capital or combined capital and surplus as set forth in the its most recent report of condition so published. If In addition: (i) the Indenture is qualified under Trustee shall at all times meet the TIArequirements of Section 26(a)(1) of the Investment Company Act; and (ii) the Indenture Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that would cause PTE 90-24 or PTE 93-31 (in each case as amended by PTE 2000-58 and PTE 2002-41) to be unavailable with respect to any Class of Notes that it would otherwise be available in respect of. Furthermore, the Indenture Trustee shall at all times satisfy the requirements maintain (or shall have caused to have been appointed a fiscal agent that at all times maintains) a long-term unsecured debt rating of TIA §310(a) no less than “A” from Fitch and “A2” from Xxxxx’x and a short-term unsecured debt rating of no less than “F-1” from Fitch and “P-1” from Xxxxx’x (or such lower rating with respect to which the Indenture Trustee shall comply have received Rating Agency Confirmation from the Rating Agencies assigning such rating). The corporation, bank, trust company or association serving as Indenture Trustee may have normal banking and trust relationships with TIA §310(b)the Asset Entities, including the optional provision Servicer and their respective Affiliates but, except to the extent permitted or required by the second sentence Servicing Agreement, shall not be an “Affiliate” (as such term is defined in Section III of TIA §310(b)(9); provided that there shall be excluded from the operation of TIA §310(b)(1PTE 2000-58) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in the TIA §310(b)(1) are met. If at Servicer, any time the Indenture Trustee ceases to be eligible in accordance with the provisions of this Section 10.7sub-servicer, either Initial Purchaser, the Indenture Trustee shall resign immediately in Issuer and the manner and with the effect specified Asset Entities or any “Affiliate” (as such term is defined in Section 10.8III of PTE 2000-58) of any such Persons.