Common use of Custody of the Collateral Clause in Contracts

Custody of the Collateral. The Trustee shall hold such of the Indenture Estate as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit and advices of credit in the State of New York. The Trustee shall hold such of the Indenture Estate as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (a) such investment property shall at all times be credited to a securities account of the Trustee, (b) such securities intermediary shall treat the Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account shall be treated as a financial asset, (d) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other Person, (e) such securities intermediary will not agree with any Person other than the Trustee to comply with entitlement orders originated by such other Person, (f) such securities account and the property credited thereto shall not be subject to any lien, security interest or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Trustee) and (g) such agreement shall be governed by the laws of the State of New York. Except as permitted by this Section 6.13 or as otherwise permitted by any Transaction Document, the Trustee shall not hold any part of the Indenture Estate through an agent or a nominee.

Custody of the Collateral. The Indenture Trustee shall hold such of the Indenture Estate Collateral 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 Indenture Estate Collateral as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (ai) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (bii) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (ciii) all property credited to such securities account shall be treated as a financial assetassets, (div) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other Personperson or entity, (ev) such securities intermediary will shall not agree with any Person person or entity other than the Indenture Trustee to comply with entitlement orders originated by such any person or entity other Personthan the Indenture Trustee, (fvi) such securities account accounts and the property credited thereto shall not be subject to any lien, security interest or interest, right of set-off off, or encumbrance in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee) ), and (gvii) such agreement shall be governed by the laws of the State of New York. Terms used in this Section that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the UCC of the State of New York. Except as permitted by this Section 6.13 or as otherwise permitted by any Transaction DocumentSection, the Indenture Trustee shall not hold any part of the Indenture Estate Collateral through an agent or a nominee.

Custody of the Collateral. The Indenture Trustee shall hold such of the Indenture Estate Collateral 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 Indenture Estate Collateral as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) 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 credited to such securities account shall be treated as a financial asset, (d) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other Personperson or entity, (e) such securities intermediary will not agree with any Person person or entity other than the Indenture Trustee to comply with entitlement orders originated by such other Personperson or entity, (f) such securities account accounts and the property credited thereto shall not be subject to any lien, security interest interest, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee) and (g) such agreement shall be governed by the laws of the State of New York. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. Except as permitted by this Section 6.13 or as otherwise permitted by any Transaction Document6.14 and except through the Paying Agent for brief periods to the extent reasonably necessary for the Paying Agent to perform its duties hereunder, the Indenture Trustee shall not hold any part of the Indenture Trust Estate through an agent or a nominee.

Custody of the Collateral. The Collateral Certificate shall be registered in the name of the Indenture Trustee and shall be delivered to and held by the Indenture Trustee in the State of Minnesota separate and apart from all other property held by the Indenture Trustee. The Indenture Trustee shall hold such of the Indenture Estate Collateral as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit and advices of credit constitutes a Permitted Investment in accordance with Section 4.03(c). All other Collateral that is not described in the State of New York. The Trustee shall hold such of the Indenture Estate as preceding two sentences (i) that constitutes investment property shall be held by the Indenture Trustee through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (aA) such investment property shall at all times shall be credited to a securities account of the Indenture Trustee, (bB) all property credited to such securities account shall be treated as a financial asset, (C) 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 credited to such securities account shall be treated as a financial asset, (dD) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other Personperson or entity, (eE) such securities intermediary will shall not agree with any Person person or entity other than the Indenture Trustee to comply with entitlement orders originated by such any person or entity other Personthan the Indenture Trustee, (fF) such securities account and the all property credited thereto shall not be subject to any lien, security interest or interest, right of set-off off, or encumbrance in favor of such securities intermediary or anyone claiming through it such securities intermediary (other than the Indenture Trustee) ), and (gG) such agreement between such securities intermediary and the Indenture Trustee shall be governed by the laws of the State of New York; and (ii) not described in clause (i) above shall be held by the Indenture Trustee in the State of New York separate and apart from all other property held by the Indenture Trustee. Except as permitted by Notwithstanding any other provision of this Section 6.13 or as otherwise permitted by any Transaction DocumentIndenture, the Indenture Trustee shall not hold any part of the Indenture Estate Collateral through an agent or a nomineeexcept as expressly permitted by this Section 8.17 and Section 4.03(c). Each term used in this Section 8.17 and defined in the New York UCC shall have the meaning set forth in the New York UCC.

Custody of the Collateral. The Indenture Trustee shall hold such of the Indenture Estate Collateral 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 Indenture Estate 60 68 Collateral as constitutes investment property through a securities intermediarythe Securities Intermediary, which securities intermediary and U.S. Bank National Association, as the initial Securities Intermediary hereby agrees (and any successor Securities Intermediary before being appointed as Securities Intermediary shall agree agree) with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) such securities intermediary 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 credited to such securities account shall be treated as a financial assetassets, (d) such securities intermediary Securities Intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other Personperson or entity, (e) such securities intermediary Securities Intermediary will not agree with any Person person or entity other than the Indenture Trustee to comply with entitlement orders originated by such other Personperson or entity, (f) such securities account accounts and the property credited thereto shall not be subject to any lien, security interest interest, or right of set-off in favor of such securities intermediary Securities Intermediary or anyone claiming through it (other than the Indenture Trustee) ), and (g) such agreement (including this agreement by U.S. Bank National Association as the initial Securities Intermediary) shall be governed by the laws of the State of New York. Terms used in this Section that are defined in the Minnesota UCC or the New York UCC, as applicable, and not otherwise defined herein shall have the meaning set forth in the Minnesota UCC or the New York UCC, as applicable. Except as permitted by this Section 6.13 or as otherwise permitted by any Transaction Document6.15, the Indenture Trustee shall not hold any part of the Indenture Estate Collateral through an agent or a nominee.

Custody of the Collateral. The Trustee shall hold such of the Indenture Estate as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit and advices of credit in the State of New York. The Trustee shall hold such of the Indenture Estate as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (a) such investment property shall at all times be credited to a securities account of the Trustee, (b) such securities intermediary shall treat the Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account shall be treated as a financial asset, (d) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other Person, (e) such securities intermediary will not agree with any Person other than the Trustee to comply with entitlement orders originated by such other Person, (f) such securities account and the property credited thereto shall not be subject to any lien, security interest or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Trustee) and (g) such agreement shall be governed by the laws of the State of New York. Except as permitted by this Section 6.13 6.12 or as otherwise permitted by any Transaction Document, the Trustee shall not hold any part of the Indenture Estate through an agent or a nominee.

Custody of the Collateral. The Indenture Trustee shall hold such of the Indenture Estate Collateral 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 Indenture Estate Collateral as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) 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 credited to such securities account shall be treated as a financial assetassets, (d) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other Personperson or entity, (e) such securities intermediary will not agree with any Person person or entity other than the Indenture Trustee to comply with entitlement orders originated by such other Personperson or entity, (f) such securities account accounts and the property credited thereto shall not be subject to any lien, security interest interest, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee) ), and (g) such agreement shall be governed by the laws of the State of New York. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. Except as permitted by this Section 6.13 or as otherwise permitted by any Transaction Document6.15, the Indenture Trustee shall not hold any part of the Indenture Estate Collateral through an agent or a nominee.

Custody of the Collateral. The Indenture Trustee shall hold such of the Indenture Estate Collateral as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit credit, and advices of credit in the State of New YorkNorth Carolina. The Indenture Trustee shall hold such of the Indenture Estate Collateral as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (ai) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (bii) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (ciii) all property credited to such securities account shall be treated as a financial assetassets, (div) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other Personperson or entity, (ev) such securities intermediary will shall not agree with any Person person or entity other than the Indenture Trustee to comply with entitlement orders originated by such any person or entity other Personthan the Indenture Trustee, (fvi) such securities account accounts and the property credited thereto shall not be subject to any lien, security interest or interest, right of set-off off, or encumbrance in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee) ), and (gvii) such agreement shall be governed by the laws of the State of New York. Terms used in this Section that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the UCC of the State of New York. Except as permitted by this Section 6.13 or as otherwise permitted by any Transaction DocumentSection, the Indenture Trustee shall not hold any part of the Indenture Estate Collateral through an agent or a nominee.

Custody of the Collateral. The Indenture Trustee shall hold such of the Indenture Trust Estate 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 Indenture Trust Estate as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) 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 credited to such securities account shall be treated as a financial assetassets, (d) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other Personperson or entity, (e) such securities intermediary will not agree with any Person person or entity other than the Indenture Trustee to comply with entitlement orders originated by such other Personperson or entity, (f) such securities account accounts and the property credited thereto shall not be subject to any lien, security interest interest, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee) ), and (g) such agreement shall be governed by the laws of the State of New York. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. Except as permitted by this Section 6.13 or as otherwise permitted by any Transaction Document6.15, the Indenture Trustee shall not hold any part of the Indenture Trust Estate through an agent or a nominee.

Custody of the Collateral. The Indenture Trustee shall hold such of the Indenture Trust Estate 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 Indenture Trust Estate as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) 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 credited to such securities account shall be treated as a financial asset, (d) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other Personperson or entity, (e) such securities intermediary will not agree with any Person person or entity other than the Indenture Trustee to comply with entitlement orders originated by such other Personperson or entity, (f) such securities account accounts and the property credited thereto shall not be subject to any lien, security interest interest, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee) ), and (g) such agreement shall be governed by the laws of the State of New York. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. Except as permitted by this Section 6.13 or as otherwise permitted by any Transaction Document6.14, the Indenture Trustee shall not hold any part of the Indenture Trust Estate through an agent or a nominee.