Common use of Custody of the Collateral Clause in Contracts

Custody of the Collateral. The Note Administrator, on behalf of the Indenture Trustee, shall hold a CD-Rom consisting of a schedule of the Receivables and the Trust Accounts and all instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit constituting a part thereof in the State of New York. The Note Administrator, on behalf of the Indenture Trustee, shall hold such of the Collateral as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Note Administrator, on behalf of 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 Note Administrator, on behalf of 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 financial assets, (d) such securities intermediary shall comply with entitlement orders originated by the Note Administrator, on behalf of the Indenture Trustee, without the further consent of any other person or entity, (e) such securities intermediary shall not agree with any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, to comply with entitlement orders originated by any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, (f) such securities accounts and the property credited thereto shall not be subject to any lien, security interest, right of set-off, or encumbrance in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee), (g) such agreement shall be governed by the laws of the State of New York, and (h) such securities intermediary’s jurisdiction for purposes of the UCC shall be with the State of New York. Terms used in this Section 6.14 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 6.14, the Indenture Trustee shall not hold any part of the Collateral through an agent or a nominee.

Custody of the Collateral. The Note Administrator, on behalf Indenture Trustee shall hold such of the Collateral (and any other collateral that may be granted to the Indenture Trustee, shall hold a CD-Rom consisting ) as consists of a schedule of the Receivables and the Trust Accounts and all instruments, deposit accountscertificated securities, negotiable documents, money, goods, letters of credit, and advices of credit constituting a part thereof or tangible chattel paper in the State of New YorkMinnesota. The Note Administrator, on behalf of the Indenture Trustee, Trustee shall hold such of the Collateral (and any other collateral that may be granted to the Indenture Trustee) as constitutes investment property (other than certificated securities) through a securities intermediary, which securities intermediary shall agree in writing with the Note Administrator, on behalf of Indenture Trustee and the Indenture Trustee, Issuer 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 Note Administrator, on behalf of the Indenture Trustee, 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 assetsasset, (dIV) such securities intermediary shall comply with entitlement orders originated by the Note Administrator, on behalf of the Indenture Trustee, Trustee without the further consent of any other person or entity, (eV) such securities intermediary shall will not agree with any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, Trustee to comply with entitlement orders originated by any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, (fVI) such securities accounts account and the property credited thereto shall not be subject to any lien, security interest, encumbrance, claim, or right of set-off, or encumbrance off in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee), (gVII) such agreement shall be governed by the laws of the State of New York, and (hVIII) such the State of New York shall be the “securities intermediary’s jurisdiction jurisdiction” of such securities intermediary for purposes of the UCC New York UCC. The Indenture Trustee shall hold such of the Collateral (and any other collateral that may be granted to the Indenture Trustee) as constitutes a deposit account through a bank, which bank shall agree in writing with the Indenture Trustee and the Issuer that (i) such bank shall comply with instructions originated by the Indenture Trustee directing disposition of the funds in the deposit account without further consent of any other person or entity, (ii) such bank will not agree with any person or entity other than the Indenture Trustee to comply with instructions originated by any person or entity other than the Indenture Trustee, (iii) such deposit account and the money on deposit therein shall not be subject to any lien, security interest, encumbrance, claim, or right of set-off in favor of such bank or anyone claiming through it (other than the Indenture Trustee), (iv) such agreement shall be with governed by the laws of the State of New York. Terms used in this Section 6.14 that are defined in , and (v) the State of New York UCC and not otherwise defined herein shall have be the meaning set forth in “bank’s jurisdiction” of such bank for purposes of Article 9 of the New York UCC. Except as permitted by this Section 6.14, the Indenture Trustee shall not hold any part of the Collateral through an agent or a nominee.

Custody of the Collateral. The Note Administrator, on behalf Indenture Trustee shall ------------------------- hold such of the Indenture Trustee, shall hold a CD-Rom consisting of a schedule of the Receivables and the Trust Accounts and all Collateral as constitutes instruments, deposit accounts, negotiable documents, money, goods, letters of credit, credit and advices of credit constituting a part thereof in the State of New York. The Note Administrator, on behalf of the Indenture Trustee, Trustee shall hold such of the Collateral as constitutes a Permitted Investment in accordance with Section 403(c). All -------------- other Collateral (i) that constitutes investment property shall be held by the Indenture Trustee through a securities intermediary, which securities intermediary shall agree with the Note Administrator, on behalf of the Indenture Trustee, 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 Note Administrator, on behalf of the Indenture Trustee, 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 financial assets, (dD) such securities intermediary shall comply with entitlement orders originated by the Note Administrator, on behalf of the Indenture Trustee, Trustee without the further consent of any other person or entity, (eE) such securities intermediary shall not agree with any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, Trustee to comply with entitlement orders originated by any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, (fF) such securities accounts account and the all property credited thereto shall not be subject to any lien, security interest, right of set-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 (hii) such securities intermediary’s jurisdiction for purposes of the UCC not described in clause (i) above shall be with held by the Indenture Trustee in the State of New York. Terms Each term used in this Section 6.14 that are 817 and 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 6.14, the Indenture Trustee shall not hold any part of the Collateral through an agent or a nominee.

Custody of the Collateral. The Note Administrator, on behalf of the Indenture Trustee, shall hold a CD-Rom consisting of a schedule of the Receivables and the Trust Accounts and all instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit constituting a part thereof in the State of New York. The Note Administrator, on behalf of the Indenture Trustee, shall hold such of the All Collateral as (i) that constitutes investment property shall be held by the Indenture Trustee through a securities intermediary, which securities intermediary shall agree with the Note Administrator, on behalf of the Indenture Trustee, 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 62 intermediary shall treat the Note Administrator, on behalf of the Indenture Trustee, 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 financial assets, (dD) such securities intermediary shall comply with entitlement orders originated by the Note Administrator, on behalf of the Indenture Trustee, Trustee without the further consent of any other person or entity, (eE) such securities intermediary shall not agree with any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, Trustee to comply with entitlement orders originated by any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, (fF) such securities accounts account and the all property credited thereto shall not be subject to any lien, security interest, right of set-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 (hii) such securities intermediary’s jurisdiction for purposes of the UCC not described in clause (i) above shall be with held by the Indenture Trustee in the State of New YorkYork separate and apart from all other property held by the Indenture Trustee. Terms Notwithstanding any other provision of this Indenture, the Indenture Trustee shall not hold any Collateral through an agent except as expressly permitted by this Section 8.17 and Section 4.03(c). Each term used in this Section 6.14 that are 8.17 and 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 6.14, the Indenture Trustee shall not hold any part of the Collateral through an agent or a nominee.

Custody of the Collateral. The Note Administrator, on behalf Indenture Trustee shall hold such of the Indenture Trustee, shall hold a CD-Rom consisting Collateral as consists of a schedule of the Receivables and the Trust Accounts and all instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit constituting a part thereof in the State of New YorkMinnesota. The Note Administrator, on behalf of the Indenture Trustee, Trustee shall hold such of the Collateral as constitutes investment property through a securities intermediarythe Securities Intermediary, which securities intermediary and Xxxxx Fargo Bank Minnesota, 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 Note Administrator, on behalf of the Indenture Trustee, 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 Note Administrator, on behalf of the Indenture Trustee, 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 financial assets, (d) such securities intermediary Securities Intermediary shall comply with entitlement orders originated by the Note Administrator, on behalf of the Indenture Trustee, Trustee without the further consent of any other person or entity, (e) such securities intermediary shall Securities Intermediary will not agree with any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, Trustee to comply with entitlement orders originated by any such other person or entity other than the Note Administrator, on behalf of the Indenture Trusteeentity, (f) such securities accounts and the property credited thereto shall not be subject to any lien, security interest, or right of set-off, or encumbrance 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 Xxxxx Fargo Bank Minnesota, National Association as the initial Securities Intermediary) shall be governed by the laws of the State of New York, and (h) such securities intermediary’s jurisdiction for purposes of the UCC shall be with the State of New York. Terms used in this Section 6.14 that are defined in the Minnesota UCC or the New York UCC 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 6.146.15, the Indenture Trustee shall not hold any part of the Collateral through an agent or a nominee.. [END OF ARTICLE VI]

Custody of the Collateral. The Note Administrator, on behalf Collateral Certificate shall be registered in the name of the Indenture Trustee, Trustee and shall hold a CD-Rom consisting of a schedule of be delivered to and held by the Receivables and the Trust Accounts and all instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit constituting a part thereof Indenture Trustee in the State of New York. The Note Administrator, on behalf of York separate and apart from all other property held by the Indenture Trustee, . The Indenture Trustee shall hold such of the Collateral as constitutes a Permitted Investment in accordance with Section 403(c). All other Collateral that is not described in the 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 Note Administrator, on behalf of the Indenture Trustee, 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 Note Administrator, on behalf of the Indenture Trustee, 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 financial assets, (dD) such securities intermediary shall comply with entitlement orders originated by the Note Administrator, on behalf of the Indenture Trustee, Trustee without the further consent of any other person or entity, (eE) such securities intermediary shall not agree with any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, Trustee to comply with entitlement orders originated by any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, (fF) such securities accounts account and the all property credited thereto shall not be subject to any lien, security interest, right of set-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 (hii) such securities intermediary’s jurisdiction for purposes of the UCC not described in clause (i) above shall be with held by the Indenture Trustee in the State of New YorkYork separate and apart from all other property held by the Indenture Trustee. Terms Notwithstanding any other provision of this Indenture, the Indenture Trustee shall not hold any Collateral through an agent except as expressly permitted by this Section 817 and Section 403(c). Each term used in this Section 6.14 that are 817 and 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 6.14, the Indenture Trustee shall not hold any part of the Collateral through an agent or a nominee.

Custody of the Collateral. The Note AdministratorIndenture Trustee shall hold such of the Collateral (other than the Receivables) as constitutes an instrument, on behalf tangible chattel paper, a negotiable document, or money in the State of New York, separate and apart from all other property held by the Indenture Trustee. Collateral that constitutes tangible chattel paper shall be held at the Custodial Locations, and any change in any such location will be subject to the requirements and provisions of Article VIII of the Transfer and Servicing Agreement. Collateral that constitutes electronic chattel paper shall be held in a manner such that the Custodian or the Servicer has “control” of such electronic chattel paper within the meaning of Section 9-105 of the applicable UCC and the Servicer or the Custodian is maintaining control of such electronic chattel paper, subject to Article VIII of the Transfer and Servicing Agreement. Such of the Collateral as constitutes a deposit account shall be maintained in the name of the Indenture Trustee, shall hold Trustee by a CD-Rom consisting bank the jurisdiction of a schedule which for purposes of the Receivables and the Trust Accounts and all instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit constituting a part thereof in UCC is the State of New York. The Note Administrator, on behalf of the Indenture Trustee, Trustee shall hold such of the Collateral as constitutes investment property through a securities intermediarythe Securities Intermediary, which securities intermediary Securities Intermediary shall agree with the Note Administrator, on behalf of the Indenture Trustee, 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 Note Administrator, on behalf of the Indenture Trustee, 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 financial assets, (d) such securities intermediary Securities Intermediary shall comply with entitlement orders originated by the Note Administrator, on behalf of the Indenture Trustee, Trustee without the further consent of any other person or entity, (e) such securities intermediary Securities Intermediary shall not agree with any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, Trustee to comply with entitlement orders originated by any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, (f) such securities accounts and the property credited thereto shall not be subject to any lien, security interest, encumbrance or right of set-off, or encumbrance off in favor of such securities intermediary Securities Intermediary or anyone claiming through it (other than the Indenture Trustee), (g) all agreements governing such agreement securities account shall be governed by the laws of the State of New YorkYork and the law of the State of New York shall govern all issues specified in Article 2(1) of The Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (Concluded 5 July 2006) which became effective in the United States of America on April 1, and 2017, (h) such Securities Intermediary has at the time of any agreement governing such securities intermediaryaccount a place of business in the United States at which any of the activities of the Securities Intermediary are carried on and which alone or together with other offices of the Securities Intermediary or with other persons acting for the Securities Intermediary in the United States or another nation (1) effects or monitors entries to securities accounts, (2) administers payments or corporate actions relating to securities held with the Securities Intermediary or such other persons, or (3) is otherwise engaged in a business or other regular activity of maintaining securities accounts, and (i) such Securities Intermediary’s jurisdiction for purposes of the UCC shall be with the State of New York. Terms used in this Section 6.14 6.15 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 6.146.15, the Indenture Trustee shall not hold any part of the Collateral through an agent or a nominee. The parties hereto agree that the Indenture Trustee shall serve as the Securities Intermediary, and upon any resignation, removal or replacement of the Indenture Trustee, the successor Indenture Trustee shall serve as the Securities Intermediary. For so long as the Indenture Trustee shall act as Securities Intermediary it shall be entitled to all of the same rights, protections, indemnities and immunities as the Indenture Trustee hereunder. It is understood and agreed that neither the Indenture Trustee nor the Securities Intermediary shall have any duty or obligation to determine compliance with this Section 6.15.

Custody of the Collateral. The Note Administrator, on behalf Indenture Trustee shall hold such of the Indenture Trustee, shall hold a CD-Rom consisting Collateral as consists of a schedule of the Receivables and the Trust Accounts and all instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit constituting a part thereof in the State of New YorkMinnesota. The Note Administrator, on behalf of the Indenture Trustee, Trustee shall hold such of the Collateral as constitutes investment property through a securities intermediarythe Securities Intermediary, which securities intermediary and Xxxxx Fargo Bank Minnesota, 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 Note Administrator, on behalf of the Indenture Trustee, 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 Note Administrator, on behalf of the Indenture Trustee, 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 financial assets, (d) such securities intermediary Securities Intermediary shall comply with entitlement orders originated by the Note Administrator, on behalf of the Indenture Trustee, Trustee without the further consent of any other person or entity, (e) such securities intermediary shall Securities Intermediary will not agree with any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, Trustee to comply with entitlement orders originated by any such other person or entity other than the Note Administrator, on behalf of the Indenture Trusteeentity, (f) such securities accounts and the property credited thereto shall not be subject to any lien, security interest, or right of set-off, or encumbrance 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 Xxxxx Fargo Bank Minnesota, National Association as the initial Securities Intermediary) shall be governed by the laws of the State of New York, and (h) such securities intermediary’s jurisdiction for purposes of the UCC shall be with the State of New York. Terms used in this Section 6.14 that are defined in the Minnesota UCC or the New York UCC 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 6.146.15, the Indenture Trustee shall not hold any part of the Collateral through an agent or a nominee.

Custody of the Collateral. The Note Administrator, on behalf Indenture Trustee shall hold such of the Indenture Trustee, shall hold a CD-Rom consisting Collateral as consists of a schedule of the Receivables and the Trust Accounts and all instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit constituting a part thereof in the State of New YorkMinnesota. The Note Administrator, on behalf of the Indenture Trustee, Trustee shall hold such of the Collateral as constitutes investment property through a securities intermediarythe Securities Intermediary which Securities Intermediary shall agree, which securities intermediary and U.S. Bank Trust National Association as the initial Securities Intermediary hereby does agree (and any successor Securities Intermediary before being appointed as Securities Intermediary shall agree agree) with the Note Administrator, on behalf of the Indenture Trustee, 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 Note Administrator, on behalf of the Indenture Trustee, 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 financial assets, (d) such securities intermediary Securities Intermediary shall comply with entitlement orders originated by the Note Administrator, on behalf of the Indenture Trustee, Trustee without the further consent of any other person or entity, (e) such securities intermediary shall Securities Intermediary will not agree with any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, Trustee to comply with entitlement orders originated by any such other person or entity other than the Note Administrator, on behalf of the Indenture Trusteeentity, (f) such securities accounts and the property credited thereto shall not be subject to any lien, security interest, or right of set-off, or encumbrance 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 Trust National Association as the initial Securities Intermediary) shall be governed by the laws of the State of New York, and (h) such securities intermediary’s jurisdiction for purposes of the UCC shall be with the State of New York. Terms used in this Section 6.14 that are defined in the Minnesota UCC or the New York UCC 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 6.146.15, the Indenture Trustee shall not hold any part of the Collateral through an agent or a nominee.

Custody of the Collateral. The Note Administrator, on behalf Collateral Certificate shall be registered in the name of the Indenture Trustee, Trustee and shall hold a CD-Rom consisting of a schedule of be delivered to and held by the Receivables and the Trust Accounts and all instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit constituting a part thereof Indenture Trustee in the State of New York. The Note Administrator, on behalf of York separate and apart from all other property held by the Indenture Trustee, . The Indenture Trustee shall hold such of the Collateral as constitutes an Eligible Investment in accordance with SECTION 4.03(c). All other Collateral that is not described in the 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 Note Administrator, on behalf of the Indenture Trustee, 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 Note Administrator, on behalf of the Indenture Trustee, 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 financial assets, (dD) such securities intermediary shall comply with entitlement orders originated by the Note Administrator, on behalf of the Indenture Trustee, Trustee without the further consent of any other person or entity, (eE) such securities intermediary shall not agree with any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, Trustee to comply with entitlement orders originated by any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, (fF) such securities accounts account and the all property credited thereto shall not be subject to any lien, security interest, right of set-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 57 securities intermediary and the Indenture Trustee shall be governed by the laws of the State of New York, ; and (hii) such securities intermediary’s jurisdiction for purposes of the UCC if not described in clause (i) above, shall be with held by the Indenture Trustee in the State of New YorkYork separate and apart from all other property held by the Indenture Trustee. Terms Notwithstanding any other provision of this Indenture, the Indenture Trustee shall not hold any Collateral through an agent except as expressly permitted by this SECTION 8.17 and SECTION 4.03(c). Each term used in this Section 6.14 that are SECTION 8.17 and 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 6.14, the Indenture Trustee shall not hold any part of the Collateral through an agent or a nominee.

Custody of the Collateral. The Note Administrator, on behalf Indenture Trustee shall hold such of the Indenture Trustee, shall hold a CD-Rom consisting Collateral as consists of a schedule of the Receivables and the Trust Accounts and all instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit constituting a part thereof in the State of New York. The Note Administrator, on behalf of the Indenture Trustee, Trustee shall hold such of the Collateral as constitutes investment property through a securities intermediarythe Securities Intermediary, which securities intermediary and The Bank of New York, as the initial Securities Intermediary, hereby agrees (and any successor Securities Intermediary before being appointed as Securities Intermediary shall agree agree) with the Note Administrator, on behalf of the Indenture Trustee, 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 Note Administrator, on behalf of the Indenture Trustee, 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 financial assets, (d) such securities intermediary Securities Intermediary shall comply with entitlement orders originated by the Note Administrator, on behalf of the Indenture Trustee, Trustee without the further consent of any other person or entity, (e) such securities intermediary shall Securities Intermediary will not agree with any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, Trustee to comply with entitlement orders originated by any such other person or entity other than the Note Administrator, on behalf of the Indenture Trusteeentity, (f) such securities accounts and the property credited thereto shall not be subject to any lien, security interest, or right of set-off, or encumbrance 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 The Bank of New York, as the initial Securities Intermediary) shall be governed by the laws of the State of New York, and (h) such securities intermediary’s jurisdiction for purposes of the UCC shall be with the State of New York. Terms used in this Section 6.14 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 6.146.15, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee. The Indenture Trustee shall not be responsible for preparing or filing any financing statement or amendment to a nominee.financing statement or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. [END OF ARTICLE VI]

Custody of the Collateral. The Note Administrator, on behalf Indenture Trustee shall hold such of the Indenture Trustee, shall hold a CD-Rom consisting Collateral as consists of a schedule of the Receivables and the Trust Accounts and all instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit constituting a part thereof in the State of New York. The Note Administrator, on behalf of the Indenture Trustee, Trustee shall hold such of the Collateral as constitutes investment property through a securities intermediarythe Securities Intermediary, which securities intermediary and The Bank of New York, as the initial Securities Intermediary, hereby agrees (and any successor Securities Intermediary before being appointed as Securities Intermediary shall agree agree) with the Note Administrator, on behalf of the Indenture Trustee, 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 Note Administrator, on behalf of the Indenture Trustee, 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 financial assets, (d) such securities intermediary Securities Intermediary shall comply with entitlement orders originated by the Note Administrator, on behalf of the Indenture Trustee, Trustee without the further consent of any other person or entity, (e) such securities intermediary shall Securities Intermediary will not agree with any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, Trustee to comply with entitlement orders originated by any such other person or entity other than the Note Administrator, on behalf of the Indenture Trusteeentity, (f) such securities accounts and the property credited thereto shall not be subject to any lien, security interest, or right of set-off, or encumbrance 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 The Bank of New York, as the initial Securities Intermediary) shall be governed by the laws of the State of New York, and (h) such securities intermediary’s jurisdiction for purposes of the UCC shall be with the State of New York. Terms used in this Section 6.14 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 6.146.15, the Indenture Trustee shall not hold any part of the Collateral through an agent or a nominee.. [END OF ARTICLE VI]

Custody of the Collateral. The Note Administrator, on behalf Indenture Trustee shall hold such of the Indenture Trustee, shall hold a CD-Rom consisting Collateral as consists of a schedule of the Receivables and the Trust Accounts and all instruments, deposit accounts, negotiable documents, money, goods, 42 letters of credit, and advices of credit constituting a part thereof in the State of [New York. The Note Administrator, on behalf of the .] Indenture Trustee, Trustee shall hold such of the Collateral as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Note Administrator, on behalf of the Indenture Trustee, 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 Note Administrator, on behalf of the Indenture Trustee, 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 assetsasset, (d) such securities intermediary shall comply with entitlement orders originated by the Note Administrator, on behalf of the Indenture Trustee, Trustee without the further consent of any other person or entity, (e) such securities intermediary shall will not agree with any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, Trustee to comply with entitlement orders originated by any such other person or entity other than the Note Administrator, on behalf of the Indenture Trusteeentity, (f) such securities accounts and the property credited thereto shall not be subject to any lien, security interest, or right of set-off, or encumbrance 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, and (h) such securities intermediary’s jurisdiction for purposes of the UCC shall be with the State of New York. Terms used in this Section 6.14 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 6.146.14 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 Collateral Trust Estate through an agent or a nominee.

Custody of the Collateral. The Note Administrator, on behalf Indenture Trustee shall ------------------------- such of the Indenture Trustee, shall hold a CD-Rom consisting of a schedule of Collateral as constitutes the Receivables and the Trust Accounts and all instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit constituting a part thereof in the State of New YorkCollateral Certificate __________. The Note Administrator, on behalf of the Indenture Trustee, Trustee shall hold such of the Collateral as constitutes a Permitted Investment in accordance with Section 403(c). All other Collateral (i) that constitutes investment property shall be held by the Indenture Trustee through a securities intermediary, which securities intermediary shall agree with the Note Administrator, on behalf of the Indenture Trustee, 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 Note Administrator, on behalf of the Indenture Trustee, 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 financial assets, (dD) such securities intermediary shall comply with entitlement orders originated by the Note Administrator, on behalf of the Indenture Trustee, Trustee without the further consent of any other person or entity, (eE) such securities intermediary shall not agree with any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, Trustee to comply with entitlement orders originated by any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, (fF) such securities accounts account and the all property credited thereto shall not be subject to any lien, security interest, right of set-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 (hii) such securities intermediary’s jurisdiction for purposes of the UCC not described in clause (i) above shall be with held by the Indenture Trustee in the State of New York. Terms Each term used in this Section 6.14 that are 817 and 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 6.14, the Indenture Trustee shall not hold any part of the Collateral through an agent or a nominee.

Custody of the Collateral. The Note Administrator, on behalf Indenture Trustee shall hold such of the Indenture Trustee, shall hold a CD-Rom consisting Collateral as consists of a schedule of the Receivables and the Trust Accounts and all instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit constituting a part thereof in the State of New YorkMinnesota. The Note Administrator, on behalf of the Indenture Trustee, Trustee shall hold such of the Collateral as constitutes investment property through a securities intermediarythe Securities Intermediary, which securities intermediary and U.S. Bank Trust 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 Note Administrator, on behalf of the Indenture Trustee, 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 Note Administrator, on behalf of the Indenture Trustee, 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 financial assets, (d) such securities intermediary Securities Intermediary shall comply with entitlement orders originated by the Note Administrator, on behalf of the Indenture Trustee, Trustee without the further consent of any other person or entity, (e) such securities intermediary shall Securities Intermediary will not agree with any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, Trustee to comply with entitlement orders originated by any such other person or entity other than the Note Administrator, on behalf of the Indenture Trusteeentity, (f) such securities accounts and the property credited thereto shall not be subject to any lien, security interest, or right of set-off, or encumbrance 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 Trust National Association as the initial Securities Intermediary) shall be governed by the laws of the State of New York, and (h) such securities intermediary’s jurisdiction for purposes of the UCC shall be with the State of New York. Terms used in this Section 6.14 that are defined in the Minnesota UCC or the New York UCC 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 6.146.15, the Indenture Trustee shall not hold any part of the Collateral through an agent or a nominee.

Custody of the Collateral. The Note Administrator, on behalf Indenture Trustee shall hold the Collateral Certificate in the State of New York. Indenture Trustee shall hold such of the Indenture Trustee, shall hold a CD-Rom consisting Collateral as consists of a schedule of the Receivables and the Trust Accounts and all instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit constituting a part thereof or tangible chattel paper in the State of New YorkMinnesota. The Note Administrator, on behalf of the Indenture Trustee, Trustee shall hold such of the Collateral (other than the Collateral Certificate) as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Note Administrator, on behalf of the Indenture Trustee, 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 Note Administrator, on behalf of the Indenture Trustee, 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 assetsasset, (d) such securities intermediary shall comply with entitlement orders originated by the Note Administrator, on behalf of the Indenture Trustee, Trustee without the further consent of any other person or entity, (e) such securities intermediary shall will not agree with any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, Trustee to comply with entitlement orders originated by any such other person or entity other than the Note Administrator, on behalf of the Indenture Trusteeentity, (f) such securities accounts and the property credited thereto shall not be subject to any lien, security interest, or right of set-off, or encumbrance off in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee), (g) such agreement shall be governed by the laws of the State of New York, and (h) such the State of New York shall be the “securities intermediary’s jurisdiction jurisdiction” of such securities intermediary for purposes of the UCC New York UCC. The Indenture Trustee shall hold such of the Collateral as constitutes a deposit account at the Indenture Trustee or through a bank other than the Indenture Trustee, which bank shall agree in writing with the Indenture Trustee and the Issuer that (i) such bank shall comply with instructions originated by the Indenture Trustee directing disposition of the funds in the deposit account without further consent of any other person or entity, (ii) such bank will not agree with any person or entity other than the Indenture Trustee to comply with instructions originated by any person or entity other than the Indenture Trustee, (iii) such deposit account and the money on deposit therein shall not be subject to any lien, security interest, encumbrance, claim, or right of set-off in favor of such bank or anyone claiming through it (other than the Indenture Trustee), (iv) such agreement shall be with governed by the laws of the State of New York. Terms used in this Section 6.14 that are defined in , and (v) the State of New York UCC and not otherwise defined herein shall have be the meaning set forth in “bank’s jurisdiction” of such bank for purposes of Article 9 of the New York UCC. Except as permitted by this Section 6.14, the Indenture Trustee shall not hold any part of the Collateral through an agent or a nominee.

Custody of the Collateral. The Note Administrator, on behalf of the Indenture Trustee, shall hold a CD-Rom consisting of a schedule of the Receivables and the Trust Accounts and all instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit constituting a part thereof in the State of New York. The Note Administrator, on behalf of the Indenture Trustee, shall hold such of the All Collateral as (i) that constitutes investment property shall be held by the Indenture Trustee through a securities intermediary, which securities intermediary shall agree with the Note Administrator, on behalf of the Indenture Trustee, 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 Note Administrator, on behalf of the Indenture Trustee, 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 financial assets, (dD) such securities intermediary shall comply with entitlement orders originated by the Note Administrator, on behalf of the Indenture Trustee, Trustee without the further consent of any other person or entity, (eE) such securities intermediary shall not agree with any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, Trustee to comply with entitlement orders originated by any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, (fF) such securities accounts account and the all property credited thereto shall not be subject to any lien, security interest, right of set-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 (hii) such securities intermediary’s jurisdiction for purposes of the UCC not described in clause (i) above shall be with held by the Indenture Trustee in the State of New YorkYork separate and apart from all other property held by the Indenture Trustee. Terms Notwithstanding any other provision of this Indenture, the Indenture Trustee shall not hold any Collateral through an agent except as expressly 67 MASTER INDENTURE permitted by this Section 8.17 and Section 4.03(c). Each term used in this Section 6.14 that are 8.17 and 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 6.14, the Indenture Trustee shall not hold any part of the Collateral through an agent or a nominee.

Custody of the Collateral. The Note Administrator, on behalf Collateral Certificate shall be registered in the name of the Indenture Trustee, Trustee and shall hold a CD-Rom consisting of a schedule of be delivered to and held by the Receivables and the Trust Accounts and all instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit constituting a part thereof Indenture Trustee in the State of New York. The Note Administrator, on behalf of York separate and apart from all other property held by the Indenture Trustee, . The Indenture Trustee shall hold such of the Collateral as constitutes an Eligible Investment in accordance with Section 4.03(c). All other Collateral that is not described in the 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 Note Administrator, on behalf of the Indenture Trustee, 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 Note Administrator, on behalf of the Indenture Trustee, 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 financial assets, (dD) such securities intermediary shall comply with entitlement orders originated by the Note Administrator, on behalf of the Indenture Trustee, Trustee without the further consent of any other person or entity, (eE) such securities intermediary shall not agree with any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, Trustee to comply with entitlement orders originated by any person or entity other than the Note Administrator, on behalf of the Indenture Trustee, (fF) such securities accounts account and the all property credited thereto shall not be subject to any lien, security interest, right of set-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 (hii) such securities intermediary’s jurisdiction for purposes of the UCC if not described in clause (i) above, shall be with held by the Indenture Trustee in the State of New YorkYork separate and apart from all other property held by the Indenture Trustee. Terms Notwithstanding any other provision of this Indenture, the Indenture Trustee shall not hold any Collateral through an agent except as expressly permitted by this Section 8.17 and Section 4.03(c). Each term used in this Section 6.14 that are 8.17 and 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 6.14, the Indenture Trustee shall not hold any part of the Collateral through an agent or a nominee.