Exhibit B to Distribution Agreement: Ratings and Required Deliveries for Note Issuance

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Summary

This document, an exhibit to a Distribution Agreement, outlines the expected credit ratings for a note issuance program and specifies the legal and financial documents that must be delivered on the issuance date. The notes are expected to be rated Aa3 by Moody's and AA- by S&P, and the company's financial strength is similarly rated. Required deliveries include various legal opinions, negative assurance letters, and a comfort letter from the company's accountants, all to be provided by specified counsel and professionals on the issuance date.

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EX-4.6 2 c43595_ex4-6.txt Exhibit 4.6 EXHIBIT B RATINGS; REQUIRED DELIVERIES RATINGS: In connection with Section 1.1.3 of the Distribution Agreement, the Program under which the Notes are issued, as well as the Notes, are anticipated to be rated Aa3 by Moody's and the Notes are rated AA- by S&P. In connection with Section 1.3.10 of the Distribution Agreement, the Company's financial strength rating is Aa3 by Moody's and AA-by S&P. REQUIRED DELIVERIES: Pursuant to Section 4.1, 4.2 and/or 4.5 of the Distribution Agreement the following opinions, negative assurances and/or comfort letter are required to be delivered on the Issuance Date (as defined in the Omnibus Instrument): 1. OPINION OF INTERNAL COUNSEL FOR THE COMPANY. 2. OPINION OF COUNSEL FOR THE COMPANY CONCERNING CERTAIN CONNECTICUT INSOLVENCY MATTERS. 3. OPINION OF AGENT APPROVED COUNSEL CONCERNING CERTAIN FEDERAL SECURITIES MATTERS. 4. OPINION OF AGENT APPROVED COUNSEL CONCERNING CERTAIN NEW YORK LAW MATTERS. 5. OPINION OF AGENT APPROVED COUNSEL CONCERNING CERTAIN NEW YORK SECURITY INTEREST MATTERS. 6. OPINION OF AGENT APPROVED COUNSEL CONCERNING CERTAIN TAX MATTERS. 7. MEMORANDUM OF AGENT APPROVED COUNSEL CONCERNING CERTAIN INSURANCE MATTERS. 8. OPINION OF AGENT APPROVED COUNSEL CONCERNING CERTAIN INSURANCE MATTERS. 9. OPINION OF COUNSEL FOR THE TRUST. 10. OPINION OF COUNSEL FOR THE DELAWARE TRUSTEE. 11. OPINION OF COUNSEL FOR THE TRUST CONCERNING DELAWARE SECURITY INTEREST MATTERS. 12. OPINION OF COUNSEL FOR THE ADMINISTRATOR. 13. OPINION OF COUNSEL FOR THE INDENTURE TRUSTEE. 14. NEGATIVE ASSURANCE OF COMPANY APPROVED COUNSEL. 15. NEGATIVE ASSURANCE OF AGENT APPROVED COUNSEL. 16. COMFORT LETTER FROM ACCOUNTANTS FOR THE COMPANY.