Common use of Corporate Trustee Required; Eligibility Clause in Contracts

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times 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 to act as trustee by the Securities and Exchange Commission, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000), and subject to supervision or examination by federal, state, territorial, or District of Columbia authority. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times 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 to act as trustee by the Securities and Exchange Commission, authorized under such laws to exercise corporate trust powers, having (or, in the case of a subsidiary of a bank holding company, its bank holding company parent shall have) a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000), and subject to supervision or examination by federal, state, territorial, or District of Columbia authority. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized and doing business under the laws of the United States of America or any state State or territory Territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Securities and Exchange Commission, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus surplus, or being a member of a bank holding company with a combined capital and surplus, of at least fifty 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by federalFederal, stateState, territorialTerritorial, or District of Columbia authority. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized and doing business under the laws of the United States of America or any state State or territory Territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Securities and Exchange CommissionSEC, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus surplus, or being a member of a bank holding company with a combined capital and surplus, of at least fifty 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by federalFederal, stateState, territorial, Territorial or District of Columbia authority. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.108.10.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be that is a corporation Person organized and doing business under the laws of the United States of America or America, any state or territory State thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Securities and Exchange Commission, authorized under such laws to exercise corporate trust powers, having or any other Person permitted by the Trust Indenture Act to act as 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 fifty million U.S. dollars ($50,000,000), and is subject to supervision or examination by federalFederal, state, territorial, State or District of Columbia authorityauthority and is not otherwise ineligible under Section 310(a)(5) of the Trust Indenture Act. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee it shall resign immediately in the manner and with the effect hereinafter specified in Section 7.10this Article.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized and doing business under the laws of the United States of America or any state State or territory Territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Securities and Exchange CommissionSEC, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus surplus, or being a member of a bank holding company with a combined capital and surplus, of at least fifty 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by federalFederal, stateState, territorial, Territorial or District of Columbia authority. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.109.10.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized and doing business under the laws of the United States of America U.S. or any state or territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Securities and Exchange Commission, authorized under such laws to exercise corporate trust powers, having (or, in the case of a subsidiary of a bank holding company, its bank holding company parent shall have) a combined capital and surplus of at least fifty one hundred million U.S. dollars ($50,000,000100,000,000), and subject to supervision or examination by federal, state, territorial, or District of Columbia authority. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may notNo Issuer may, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Companysuch Issuer, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized and doing business under the laws of the United States of America or any state State or territory Territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Securities and Exchange CommissionSEC, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus surplus, or being a member of a bank holding company with a combined capital and surplus, of at least fifty 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by federalFederal, stateState, territorial, Territorial or District of Columbia authority. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.1012.10.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized and doing business under the laws of the United States of America or any state State or territory Territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Securities and Exchange CommissionSEC, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus surplus, or being a member of a bank holding company with a combined capital and surplus, of at least fifty 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by federalFederal, stateState, territorialTerritorial, or District of Columbia authority. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this SectionSection 9.09, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 9.09, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.109.10.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder with respect to the each series of Securities issued hereunder which that shall at all times be a corporation organized and doing business under the laws of the United States of America or of any state State or territory Territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Securities and Exchange Commission, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000), and subject to supervision or examination by federalFederal or State authority and having its principal office and place of business in the City of New York, state, territorial, or District if there be such a corporation having its principal office and place of Columbia authoritybusiness in said City and willing to act as Trustee on customary and usual terms. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as the Trustee. In case If at any time the Trustee with respect to any series of Securities shall cease to be eligible in accordance with the provisions of this Section, the Trustee it shall resign immediately in the manner and with the effect hereinafter specified in Section 7.10this Article.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized and doing business under the laws of the United States of America U.S. or any state or territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Securities and Exchange Commission, authorized under such laws to exercise corporate trust powers, having (or, in the case of a subsidiary of a bank holding company, its bank holding company parent shall have) a combined capital and surplus of at least fifty one hundred million U.S. dollars ($50,000,000100,000,000), and subject to supervision or examination by federal, state, territorial, or District of Columbia authority. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities Notes issued hereunder which shall at all times 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 to act as such under the Trust Indenture Act and permitted to act as trustee by the Securities and Exchange Commission, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000), and subject to supervision or examination by federal, state, territorial, territorial or District of Columbia authority. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this SectionSection 7.08, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 7.08, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.107.09.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation or banking association organized and doing business under the laws of the United States of America or any state State or territory Territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Securities and Exchange CommissionSEC, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus surplus, or being a member of a bank holding company with a combined capital and surplus, of at least fifty 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by federalFederal, stateState, territorialTerritorial, or District of Columbia authority. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.1012.10.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times 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 to act as trustee by the Securities and Exchange Commission, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000), and subject to supervision or examination by federal, state, territorial, or District of Columbia authority. There shall be excluded from the operation of TIA Section 310(b)(i) any series of Securities under this Indenture and any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(i) are met. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times (i) be a corporation Person organized and doing business under the laws of the United States of America or America, any state or territory State thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Securities and Exchange Commission, (ii) be authorized under such laws to exercise corporate trust powers, having (iii) have a combined capital and surplus of at least fifty million U.S. dollars $50,000,000 ($50,000,000or, in the case of the initial Trustee hereunder, have a combined capital and surplus meeting the requirements of the Trust Indenture Act and be a wholly owned subsidiary of a Person that would otherwise meet the eligibility requirements of this Section), and (iv) be subject to supervision or examination by federal, state, territorial, Federal or District of Columbia State authority. If such corporation or other Person publishes files reports of condition at least annually, pursuant to law or to the requirements of the aforesaid said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so publishedfiled. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee it shall resign immediately in the manner and with the effect hereinafter specified in Section 7.10this Article Six. Neither the Company nor any Person directly or indirectly controlling, controlled by or under common control with the Company shall serve as Trustee for the Securities of any series issued hereunder.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be that is a corporation Person organized and doing business under the laws of the United States of America or America, any state or territory State thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Securities and Exchange Commission, authorized under such laws to exercise corporate trust powers, having or any other Person permitted by the Trust Indenture Act to act as 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 fifty million U.S. dollars ($50,000,000), and is subject to supervision or examination by federalFederal, state, territorial, State or District of Columbia authorityauthority and is not otherwise ineligible under Section 310(a)(5) of the Trust Indenture Act. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the -45- requirements of the aforesaid said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee it shall resign immediately in the manner and with the effect hereinafter specified in Section 7.10this Article.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities issued trustee hereunder which shall at all times be a corporation or 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, or a corporation or other Person permitted to act as trustee by the Securities and Exchange CommissionState, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars $100,000,000 ($50,000,000or a lesser amount with the approval of the Controlling Party and the Rating Agencies), and subject to supervision or examination by federalfederal or state authority and having an office within the United States of America, statenot affiliated (within the meaning of Rule 3a-7 under the Investment Company Act) with the Issuer or any other Person involved in the organization or operation of the Issuer, territorialand which shall have a commercial paper or other short-term rating of the highest short term rating categories by each of the Rating Agencies, or District otherwise acceptable to each of Columbia authoritythe Rating Agencies and the Controlling Party. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee it shall resign immediately in the manner and with the effect hereinafter specified in Section 7.10this Article.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times (i) be a corporation organized and doing business under the laws of the United States of America or America, any state or territory State thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Securities and Exchange Commission, (ii) authorized under such laws to exercise corporate trust powers, having (iii) have a combined capital and surplus of at least fifty million U.S. dollars $50,000,000 ($50,000,000or, in the case of the initial Trustee hereunder, have a combined capital and surplus meeting the requirements of the Trust Indenture Act and be a wholly owned subsidiary of a Person that would otherwise meet the eligibility requirements of this Section), and (iv) be subject to supervision or examination by federal, state, territorial, Federal or District of Columbia State authority. If such corporation or other Person publishes files reports of condition at least annually, pursuant to law or to the requirements of the aforesaid said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so publishedfiled. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee it shall resign immediately in the manner and with the effect hereinafter specified in this Article Six. The Trustee shall comply with Section 7.10310(b) of the Trust Indenture Act.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities Subordinated Debentures issued hereunder which shall at all times be a corporation Person 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 to act as trustee by the Securities and Exchange Commission, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars $500,000 (and its parent holding company, if any, having a combined capital and surplus of at least $50,000,000), ) and subject to supervision or examination by federal, state, territorial, or District of Columbia authority. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The No Affiliate of the Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.109.11.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities Notes issued hereunder which shall at all times be a corporation organized and doing business under the laws of the United States of America U.S. or any state or territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Securities and Exchange Commission, authorized under such laws to exercise corporate trust powers, having (or, in the case of a subsidiary of a bank holding company, its bank holding company parent shall have) a combined capital and surplus of at least fifty one hundred million U.S. dollars ($50,000,000100,000,000), and subject to supervision or examination by federal, state, territorial, or District of Columbia authority. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may notNo Issuer may, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Companysuch Issuer, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.108.9 (Resignation and Removal; Appointment of Successor).

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized and doing business under the laws of the United States of America or America, any state or territory State thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Securities and Exchange Commission, authorized under such laws to exercise corporate trust powers, shall be subject to supervision or examination by Federal, State or District of Columbia authority and shall (i) have a combined capital and surplus of at least $50,000,000 or (ii) be a wholly owned subsidiary of a bank, trust company or bank holding company having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000), 50,000,000 and subject to supervision or examination by federalFederal, state, territorial, State or District of Columbia authority. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee it shall resign immediately in the manner and with the effect hereinafter specified in Section 7.10this Article.

Corporate Trustee Required; Eligibility. This Indenture shall always have a Trustee who satisfies the requirements of Section 310(a)(1) of the Trust Indenture Act. There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation Corporation organized and doing business under the laws of the United States of America or America, any state or territory State thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Securities and Exchange Commission, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000), 50,000,000 and subject to supervision or examination by federalFederal, state, territorial, state or District of Columbia authority. Neither the Company nor any other obligor upon the Securities or any person directly or indirectly controlling, controlled by or under common control with the Company or such obligor shall be eligible to serve as Trustee under this Indenture. If such corporation or other Person Corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee it shall resign immediately in the manner and with the effect hereinafter specified in Section 7.10this Article.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized and doing business under the laws of the United States of America or any state State or territory Territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Securities and Exchange Commission, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus surplus, or being a member of a bank holding company with a combined capital and surplus, of at least fifty 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by federalFederal, stateState, territorialTerritorial, or District of Columbia authority. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this SectionSection 10.9, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 10.9, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.1010.10.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized and doing business under the laws of the United States of America or any state State or territory Territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Securities and Exchange CommissionSEC, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus surplus, or being a member of a bank holding company with a combined capital and surplus, of at least fifty 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by federalFederal, stateState, territorial, Territorial or District of Columbia authority. If such corporation or other Person publishes reports of condition con- dition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.1012.10.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities issued trustee hereunder which shall at all times be a corporation or 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, or a corporation or other Person permitted to act as trustee by the Securities and Exchange CommissionState, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars $100,000,000 ($50,000,000or a lesser amount with the approval of the Majority Holders and the Rating Agencies), and subject to supervision or examination by federalfederal or state authority and having an office within the United States of America, statenot affiliated (within the meaning of Rule 3a-7 under the Investment Company Act) with the Issuer or any other Person involved in the organization or operation of the Issuer, territorialand which shall have a commercial paper or other short-term rating of the highest short term rating categories by each of the Rating Agencies, or District otherwise acceptable to each of Columbia authoritythe Rating Agencies and the Majority Holders. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee it shall resign immediately in the manner and with the effect hereinafter specified in Section 7.10this Article.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities Junior Subordinated Debentures issued hereunder which shall at all times 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 to act as trustee by the Securities and Exchange Commission, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars $500,000 (and its parent holding company having a combined capital and surplus of at least $50,000,000), ) and subject to supervision or examination by federal, state, territorial, or District of Columbia authority. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The No Affiliate of the Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.109.10.

Corporate Trustee Required; Eligibility. There This Indenture shall at all times be have a Trustee with respect to the Securities issued hereunder which shall be eligible to act as a trustee under Section 310(a) of the Trust Indenture Act and shall have a combined capital and surplus of at all times be least $100,000,000 or the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under the laws of the United States of America America, any State or any state or territory Territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Securities Columbia and Exchange Commission, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000)100,000,000. Any successor Trustee shall have a combined capital of at least $250,000,000 or shall have its obligations unconditionally guaranteed by a corporation meeting the criteria set forth in the immediately preceding sentence, and subject to supervision or examination by federal, state, territorial, or District having a combined capital and surplus of Columbia authorityat least $250,000,000. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid Federal, State, Territorial or District of Columbia supervising or examining authority, then for the purposes of this SectionSection 7.08, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control Trustee shall comply with Section 310(b) of the Company, serve as TrusteeTrust Indenture Act. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 7.08, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.107.09.

Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized and doing business under the laws of the United States of America or any state State or territory Territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Securities and Exchange CommissionSEC, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus surplus, or being a member of a bank holding company with a combined capital and surplus, of at least fifty 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by federalFederal, stateState, territorial, Territorial or District of Columbia authority. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this SectionSection 9.9, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 9.9, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.109.10.

Corporate Trustee Required; Eligibility. There shall at all times be a one (and only one) Trustee with respect to the Securities issued hereunder hereunder, which shall at all times be a corporation organized organized, in good standing and doing business under the laws of the United States of America or America, any state or territory State thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Securities and Exchange Commission, shall be authorized under such laws to exercise corporate trust powers, having shall have a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000), and shall be subject to supervision or examination by federalfederal or state authority, stateand shall have a place of business in the Borough of Manhattan, territorial, or District The City of Columbia authorityNew York. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid said supervising or examining authority, then for the purposes of this SectionSection 608, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee it shall resign immediately in the manner and with the effect hereinafter specified in Section 7.10this Article. Neither the Company, nor any Guarantor nor any other obligor upon the Securities nor any Affiliate of any of the foregoing shall serve as Trustee.