Common use of Custody of Collateral Clause in Contracts

Custody of Collateral. The Indenture Trustee shall hold such of the Collateral (and any other collateral that may be granted to the Indenture Trustee) as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Collateral as constitute investment property through the Securities Intermediary (which, as of the date hereof, is The Bank of New York Mellon Trust Company). The initial Securities Intermediary hereby agrees (and each future Securities Intermediary shall agree) with the Indenture Trustee that (a) such investment property (other than cash) shall at all times be credited to a securities account of the Indenture Trustee, (b) the Securities Intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property (other than cash) credited to such securities account shall be treated as a financial asset, (d) the Securities Intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other Person, (e) the Securities Intermediary will not agree with any Person other than the Indenture Trustee to comply with entitlement orders originated by such other Person, (f) such securities accounts and the property credited thereto shall not be subject to any Lien or right of set-off in favor of the Securities Intermediary or anyone claiming through it (other than the Indenture Trustee) and (g) such agreement shall be governed by the internal laws of the State of New York. Terms used in the preceding sentence that are defined in the UCC and not otherwise defined herein shall have the meaning set forth in the UCC. Except as permitted by this Section 6.15 or elsewhere in this Indenture, the Indenture Trustee shall not hold Collateral through an agent or a nominee.

Custody of Collateral. The Indenture Trustee shall hold such of the Collateral Trust Estate (and any other collateral that may be granted to the Indenture Trustee) as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Collateral Trust Estate as constitute investment property through the Securities Intermediary (which, as of the date hereof, is The U.S. Bank of New York Mellon Trust CompanyNational Association). The initial Securities Intermediary hereby agrees (and each future Securities Intermediary shall agree) with the Indenture Trustee that (a) such investment property (other than cash) shall at all times be credited to a securities account in the name of the Indenture Trustee, (b) the Securities Intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property (other than cash) credited to such securities account shall be treated as a financial asset, (d) the Securities Intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other Person, (e) the Securities Intermediary will not agree with any Person other than the Indenture Trustee to comply with entitlement orders originated by such other Person, (f) such securities accounts and the property credited thereto shall not be subject to any Lien or right of set-off in favor of the Securities Intermediary or anyone claiming through it (other than the Indenture Trustee) and (g) such agreement shall be governed by the internal laws of the State of New York. Terms used in the preceding sentence that are defined in the UCC and not otherwise defined herein shall have the meaning set forth in the UCC. Except as permitted by this Section 6.15 or elsewhere in this Indenture, the Indenture Trustee shall not hold Collateral the Trust Estate through an agent or a nominee.

Custody of Collateral. The Indenture Bond Trustee shall hold such of the Collateral (and any other collateral that may be granted to the Indenture Bond Trustee) as consists of instruments, deposit accounts, securities accounts, negotiable documents, money, goods, letters of credit credit, and advices of credit in the State of New York. The Indenture Bond Trustee shall hold such of the Collateral as constitute constitutes investment property through the Securities Intermediary (which, as of the date hereof, is The U.S. Bank of New York Mellon Trust CompanyNational Association). The initial Securities Intermediary Intermediary, hereby agrees (and each future Securities Intermediary shall agree) with the Indenture Bond Trustee that (a) such investment property (other than cash) shall at all times be credited to a securities account of the Indenture Bond Trustee, (b) the Securities Intermediary shall treat the Indenture Bond Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property (other than cash) credited to such securities account shall be treated as a financial asset, (d) the Securities Intermediary shall comply with entitlement orders originated by the Indenture Bond Trustee without the further consent of any other Person, (e) the Securities Intermediary will not agree with any Person other than the Indenture Bond Trustee to comply with entitlement orders originated by such other Person, (f) such securities accounts and the property credited thereto shall not be subject to any Lien or right of set-off in favor of the Securities Intermediary or anyone claiming through it (other than the Indenture Bond Trustee) ), and (g) such agreement securities accounts shall be governed by the internal laws of the State of New York. Terms used in the preceding sentence that are defined in the UCC and not otherwise defined herein shall have the meaning set forth in the UCC. Except as permitted by this Section 6.15 6.14, or elsewhere in this Bond Indenture, the Indenture Bond Trustee shall not hold Collateral through an agent or a nominee.

Custody of Collateral. The Indenture Trustee shall hold such of the Collateral (and any other collateral that may be granted to the Indenture Trustee) as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Collateral as constitute investment property through the Securities Intermediary (which, as of the date hereof, is The U.S. Bank of New York Mellon Trust CompanyNational Association). The initial Securities Intermediary hereby agrees (and each future Securities Intermediary shall agree) with the Indenture Trustee that (a) such investment property (other than cash) shall at all times be credited to a securities account in the name of the Indenture Trustee, (b) the Securities Intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property (other than cash) credited to such securities account shall be treated as a financial asset, (d) the Securities Intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other Person, (e) the Securities Intermediary will not agree with any Person other than the Indenture Trustee to comply with entitlement orders originated by such other Person, (f) such securities accounts and the property credited thereto shall not be subject to any Lien or right of set-off in favor of the Securities Intermediary or anyone claiming through it (other than the Indenture Trustee) and (g) such agreement shall be governed by the internal laws of the State of New York. The Indenture Trustee shall hold any Collateral consisting of money in a deposit account, and the bank in which such money is being held shall act as “bank” for purposes of perfecting the security interest in such deposit account. Terms used in the two preceding sentence sentences that are defined in the UCC and not otherwise defined herein shall have the meaning set forth in the UCC. Except as permitted by this Section 6.15 or elsewhere in this Indenture, the Indenture Trustee shall not hold Collateral through an agent or a nominee.

Custody of Collateral. The Indenture Trustee shall hold such of the Collateral (and any other collateral that may be granted to the Indenture Trustee) as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Collateral as constitute investment property through the Securities Intermediary (which, as of the date hereof, is The U.S. Bank of New York Mellon Trust CompanyNational Association). The initial Securities Intermediary hereby agrees (and each future Securities Intermediary shall agree) with the Indenture Trustee that (a) such investment property (other than cash) shall at all times be credited to a securities account of the Indenture Trustee, (b) the Securities Intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property (other than cash) credited to such securities account shall be treated as a financial asset, (d) the Securities Intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other Person, (e) the Securities Intermediary will not agree with any Person other than the Indenture Trustee to comply with entitlement orders originated by such other Person, (f) such securities accounts and the property credited thereto shall not be subject to any Lien or right of set-off in favor of the Securities Intermediary or anyone claiming through it (other than the Indenture Trustee) and (g) such agreement shall be governed by the internal laws of the State of New York. Terms used in the preceding sentence that are defined in the UCC and not otherwise defined herein shall have the meaning set forth in the UCC. Except as permitted by this Section 6.15 or elsewhere in this Indenture, the Indenture Trustee shall not hold Collateral through an agent or a nominee.

Custody of Collateral. The Indenture Trustee shall hold such of the Collateral (and any other collateral that may be granted to the Indenture Trustee) as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit credit, and advices of credit in the State of New YorkMinnesota. The Indenture Trustee shall hold such of the Collateral as constitute investment property through a securities intermediary (which may be the Securities Intermediary entity acting as Indenture Trustee), which securities intermediary shall agree (whichand, to the extent that the entity acting as of Indenture Trustee is the date hereofsecurities intermediary, is The Bank of New York Mellon Trust Company). The initial Securities Intermediary such entity hereby agrees (and each future Securities Intermediary shall agreewith respect to itself as securities intermediary) with the Indenture Trustee such entity that (a) such investment property (other than cash) shall at all times be credited to a securities account of the Indenture Trustee, (b) the Securities Intermediary such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property (other than cash) credited to such securities account shall be treated as a financial asset, (d) the Securities Intermediary such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other Personperson or entity, (e) the Securities Intermediary such securities intermediary will not agree with any Person person other than the Indenture Trustee to comply with entitlement orders originated by such other Personperson, (f) such securities accounts and the property credited thereto shall not be subject to any Lien or Lien, security interest, right of set-off in favor of the Securities Intermediary such securities intermediary or anyone claiming through it (other than the Indenture Trustee) ), and (g) such agreement shall be governed by the internal laws of the State of New YorkWest Virginia. Terms used in the preceding sentence that are defined in the UCC and not otherwise defined herein shall have the meaning set forth in the UCC. Except as permitted by this Section 6.15 6.15, or elsewhere in this Indenture, the Indenture Trustee shall not hold Collateral through an agent or a nominee.

Custody of Collateral. The Indenture Trustee shall hold such of the Deferred Fuel Cost Collateral (and any other collateral that may be granted to the Indenture Trustee) as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Deferred Fuel Cost Collateral as constitute constitutes investment property through the Securities Intermediary (which, as of the date hereof, is The U.S. Bank of New York Mellon Trust CompanyNational Association). The initial Securities Intermediary hereby agrees (and each future Securities Intermediary shall agree) with the Indenture Trustee that (a) such investment property (other than cash) shall at all times be credited to a securities account in the name of the Indenture Trustee, (b) the Securities Intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property (other than cash) credited to such securities account shall be treated as a financial asset, (d) the Securities Intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other Person, (e) the Securities Intermediary will not agree with any Person other than the Indenture Trustee to comply with entitlement orders originated by such other Person, (f) such securities accounts and the property credited thereto shall not be subject to any Lien or right of set-off in favor of the Securities Intermediary or anyone claiming through it (other than the Indenture Trustee) and (g) such agreement shall be governed by the internal laws of the State of New York. The Indenture Trustee shall hold any Deferred Fuel Cost Collateral consisting of money in a deposit account and shall act as a “bank” for purposes of perfecting the security interest in such deposit account. Terms used in the two preceding sentence sentences that are defined in the UCC and not otherwise defined herein shall have the meaning set forth in the UCC. Except as permitted by this Section 6.15 or elsewhere in this Indenture, the Indenture Trustee shall not hold Deferred Fuel Cost Collateral through an agent or a nominee.

Custody of Collateral. The Indenture Trustee shall hold such of the Collateral (and any other collateral that may be granted to the Indenture Trustee) as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit credit, and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Collateral as constitute investment property through a securities intermediary (which may be the Securities Intermediary entity acting as Indenture Trustee), which securities intermediary shall agree (whichand, to the extent that the entity acting as of Indenture Trustee is the date hereofsecurities intermediary, is The Bank of New York Mellon Trust Company). The initial Securities Intermediary such entity hereby agrees (and each future Securities Intermediary shall agreewith respect to itself as securities intermediary) with the Indenture Trustee such entity that (a) such investment property (other than cash) shall at all times be credited to a securities account of the Indenture Trustee, (b) the Securities Intermediary such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property (other than cash) credited to such securities account shall be treated as a financial asset, (d) the Securities Intermediary such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other Personperson or entity, (e) the Securities Intermediary such securities intermediary will not agree with any Person person other than the Indenture Trustee to comply with entitlement orders originated by such other Personperson, (f) such securities accounts and the property credited thereto shall not be subject to any Lien or Lien, security interest, right of set-off in favor of the Securities Intermediary such securities intermediary or anyone claiming through it (other than the Indenture Trustee) ), and (g) such agreement shall be governed by the internal laws of the State of New York. Terms used in the preceding sentence that are defined in the UCC and not otherwise defined herein shall have the meaning set forth in the UCC. Except as permitted by this Section 6.15 6.15, or elsewhere in this Indenture, the Indenture Trustee shall not hold Collateral through an agent or a nominee.

Custody of Collateral. The Indenture Trustee shall hold such of the Collateral (and any other collateral that may be granted to the Indenture Trustee) as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Collateral as constitute investment property through the Securities Intermediary (which, as of the date hereof, is The Bank of New York Mellon Trust Company). The initial Securities Intermediary hereby agrees (and each future Securities Intermediary shall agree) with the Indenture Trustee that (a) such investment property (other than cash) shall at all times be credited to a securities account of the Indenture Trustee, (b) the Securities Intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property (other than cash) credited to such securities account shall be treated as a financial asset, (d) the Securities Intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other Person, (e) the Securities Intermediary will not agree with any Person other than the Indenture Trustee to comply with entitlement orders originated by such other Person, (f) such securities accounts and the property credited thereto shall not be subject to any Lien or right of set-off in favor of the Securities Intermediary or anyone claiming through it (other than the Indenture Trustee) and (g) such agreement shall be governed by the internal laws of the State of New York. Terms used in the preceding sentence that are defined in the UCC and not otherwise defined herein shall have the meaning set forth in the UCC. Except as permitted by this Section 6.15 or elsewhere in this Indenture, the Indenture Trustee shall not hold Collateral through an agent or a nominee.

Custody of Collateral. The Indenture Trustee shall hold such of the Collateral (and any other collateral that may be granted to the Indenture Trustee) as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit credit, and advices of credit in the State of [New York]. The Indenture Trustee shall hold such of the Collateral as constitute investment property through a securities intermediary (which may be the Securities Intermediary entity acting as Indenture Trustee), which securities intermediary shall agree (whichand, to the extent that the entity acting as of Indenture Trustee is the date hereofsecurities intermediary, is The Bank of New York Mellon Trust Company). The initial Securities Intermediary such entity hereby agrees (and each future Securities Intermediary shall agreewith respect to itself as securities intermediary) with the Indenture Trustee such entity that (a) such investment property (other than cash) shall at all times be credited to a securities account of the Indenture Trustee, (b) the Securities Intermediary such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property (other than cash) credited to such securities account shall be treated as a financial asset, (d) the Securities Intermediary such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other Personperson or entity, (e) the Securities Intermediary such securities intermediary will not agree with any Person person other than the Indenture Trustee to comply with entitlement orders originated by such other Personperson, (f) such securities accounts and the property credited thereto shall not be subject to any Lien or Lien, security interest, right of set-off in favor of the Securities Intermediary such securities intermediary or anyone claiming through it (other than the Indenture Trustee) ), and (g) such agreement shall be governed by the internal laws of the State of New York. Terms used in the preceding sentence that are defined in the UCC and not otherwise defined herein shall have the meaning set forth in the UCC. Except as permitted by this Section 6.15 6.15, or elsewhere in this Indenture, the Indenture Trustee shall not hold Collateral through an agent or a nominee.

Custody of Collateral. (a) The Indenture Trustee shall hold such of the Collateral (and any other collateral that may be granted to the Indenture Trustee) as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit credit, and advices of credit in the State of New York. (b) The Indenture Trustee shall hold such of the Collateral as constitute investment property through the Securities Intermediary (which, as of the date hereof, is The Bank of New York Mellon Trust CompanyYork). The initial Securities Intermediary hereby agrees (and each future Securities Intermediary shall agree) with the Indenture Trustee that (a) such Such investment property shall be delivered as follows (terms used in the following provisions that are not otherwise defined are used as defined in Article 8 of the NY UCC): (i) in the case of each certificated security (other than casha clearing corporation security (as defined below)), by: 44 <PAGE> (A) shall at all times be the delivery of such certificated security to the Securities Intermediary registered in the name of the Securities Intermediary or its affiliated nominee or endorsed to the Securities Intermediary or in blank, (B) the Securities Intermediary continuously indicating by book-entry that such certificated security is credited to the Collection Account, and (C) the Securities Intermediary maintaining continuous possession of such certificated security in the State of New York; (ii) in the case of each uncertificated security (other than a clearing corporation security), by causing: (A) such uncertificated security to be continuously registered on the books of the issuer thereof to the Securities Intermediary, and (B) the Securities Intermediary continuously indicating by book-entry that such uncertificated security is credited to the Collection Account; (iii) in the case of each security in the custody of or maintained on the books of a clearing corporation or its nominee (a "clearing corporation security"), by causing: (A) the relevant clearing corporation to credit such clearing corporation security to the securities account of the Indenture TrusteeSecurities Intermediary, and (B) the Securities Intermediary continuously indicating by book-entry that such clearing corporation security is credited to the Collection Account; (iv) in the case of each security issued or guaranteed by the United States of America or agency or instrumentality thereof and that is maintained in book-entry records of the Federal Reserve Bank of New York ("FRBNY") (each such security, a "government security"), by causing: (A) the creation of a security entitlement to such government security by the credit of such government security to the securities account of the Securities Intermediary at the FRBNY, and (B) the Securities Intermediary continuously indicating by book-entry that such government security is credited to the Collection Account; (v) in the case of each security entitlement not governed by clauses (i) through (iv) above, by: (A) causing a securities intermediary (x) to indicate by book-entry that the underlying "financial asset" (as defined in Section 8-102(a)(9) of 45 <PAGE> the NY UCC) has been credited to be the Securities Intermediary's securities account, (by) to receive a financial asset from the Securities Intermediary or acquiring the underlying financial asset for the Securities Intermediary, and in either case, accepting it for credit to the Securities Intermediary's securities account or (z) to be become obligated under other law, regulation or rule to credit the underlying financial asset to the Security Intermediary's securities account; (B) the making by such securities intermediary of entries on its books and records continuously identifying such security entitlement as belonging to the Securities Intermediary and continuously indicating by book-entry that such securities entitlement is credited to the Securities Intermediary's securities account; and (C) the Securities Intermediary continuously indicating by book-entry that such security entitlement (or all rights and property of the Securities Intermediary representing such securities entitlement) is credited to the Collection Account; and (vi) in the case of cash or money, by: (A) the delivery of such cash or money to the Securities Intermediary; (B) the Securities Intermediary treating such cash or money as a financial asset maintained by such Securities Intermediary for credit to the Collection Account in accordance with the provisions of Article 8 of the NY UCC; and (C) causing the Securities Intermediary to continuously indicate by book-entry that such cash or money is credited to the Collection Account. (c) The Securities Intermediary hereby cofirms the following with respect to the Collection Account: (i) the Collection Account shall be a "securities account" within the meaning of Section 8-501 of the NY UCC to which financial assets are or may be credited, (ii) the Securities Intermediary shall act in the capacity of a "securities intermediary" within the meaning of Section 8-102(a)(14) of the NY UCC with respect to the Collection Account, (iii) the Securities Intermediary shall treat the Indenture Trustee as the sole "entitlement holder" within the meaning of Section 8-102(a)(7) of the Collection Account and the sole Person entitled to exercise the rights that comprise each any financial asset credited to such securities accountthe Collection Account, (c) all property (other than cash) credited to such securities account shall be treated as a financial asset, (d) the Securities Intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other Person, (eiv) the Securities Intermediary will not agree with any Person other than the Indenture Trustee to comply with entitlement orders originated by such other Person, and (v) all securities, securities entitlements, financial assets and other investment property shall be credited by the Securities Intermediary to the Collection Account as provided herein. (d) The Securities Intermediary hereby agrees that each item of property (whether investment property, financial asset, security or cash) credited to the Collection Account shall be treated as a "financial asset" within the meaning of Article 8-102(a)(9) of the UCC. 46 <PAGE> (e) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notifications or entitlement orders from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Collection Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Issuer or any other Person. (f) such securities accounts The Securities Intermediary's jurisdiction (as defined in Section 8-110 of the NY UCC) shall be the State of New York. (g) The Securities Account and the property credited thereto shall not be subject to any Lien or Lien, right of set-off in favor of the Securities Intermediary or anyone claiming through it (other than the Indenture Trustee). (h) and (g) such agreement shall be governed by the internal laws of the State of New York. Terms used in the preceding sentence that are defined in the UCC and not otherwise defined herein shall have the meaning set forth in the UCC. Except as permitted by this Section 6.15 6.15, or elsewhere in this Indenture, the Indenture Trustee shall not hold the Collateral through an agent or a nominee.. ARTICLE VII

Custody of Collateral. The Indenture Trustee shall hold such of the Collateral (and any other collateral that may be granted to the Indenture Trustee) as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit and advices of credit in the State of [New York]. The Indenture Trustee shall hold such of the Collateral as constitute investment property through the Securities Intermediary (which, as of the date hereof, is The Bank of New York Mellon Trust Company). The initial Securities Intermediary hereby agrees (and each future Securities Intermediary shall agree) with the Indenture Trustee that (a) such investment property (other than cash) shall at all times be credited to a securities account of the Indenture Trustee, (b) the Securities Intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property (other than cash) credited to such securities account shall be treated as a financial asset, (d) the Securities Intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other Person, (e) the Securities Intermediary will not agree with any Person other than the Indenture Trustee to comply with entitlement orders originated by such other Person, (f) such securities accounts and the property credited thereto shall not be subject to any Lien or right of set-off in favor of the Securities Intermediary or anyone claiming through it (other than the Indenture Trustee) and (g) such agreement shall be governed by the internal laws of the State of [New York]. Terms used in the preceding sentence that are defined in the UCC and not otherwise defined herein shall have the meaning set forth in the UCC. Except as permitted by this Section 6.15 or elsewhere in this Indenture, the Indenture Trustee shall not hold Collateral through an agent or a nominee.