Common use of Establishment of Collateral Account Clause in Contracts

Establishment of Collateral Account. For purposes of this Security Agreement and the Depositary Agreement, the Collateral Agent shall at all times during the term of this Security Agreement maintain a segregated non-interest bearing trust account in the name of and under the control of the Collateral Agent on behalf of the Secured Parties (said account being herein called the “Collateral Account”, the operation of which shall be governed by this Article VI). The Collateral Account shall at all times be an Eligible Account. It is understood and agreed by the Issuer, the Collateral Agent and the Depositary that there shall be deposited in the Collateral Account the following monies, cash and proceeds: (a) the net proceeds from the sale of Secured Liquidity Notes payable to the Issuer pursuant to the Depositary Agreement, to the extent not required to repay any advances made by the Depositary pursuant to Section 2(b) of the Depositary Agreement or maturing Secured Liquidity Notes or outstanding Extended Notes on the Issuance Date of such Secured Liquidity Notes, whether or not presented to the Depositary for payment, and to the extent not maintained in the Secured Liquidity Note Account pursuant to the terms of the Depositary Agreement, (b) all monies received by the Collateral Agent pursuant to this Security Agreement and required by the terms hereof to be deposited by or on behalf of the Issuer in the Collateral Account (including, without limitation, interest on the Eligible Investments), (c) all monies received by or on behalf of the Issuer under the Mortgage Loan Purchase and Servicing Agreement, (d) all monies received by or on behalf of the Issuer as proceeds from the sale or Financing of Mortgage Loans, Principal Prepayments in full of any Mortgage Loans and related Prepayment Charges and payments of the Repurchase Price of any Mortgage Loan, (e) all monies required to be transferred to the Collateral Account from the Collection Account, including principal and interest payments on Mortgage Loans, (f) all monies received by or on behalf of the Issuer under the Interest Rate Swaps, (g) all monies received by or on behalf of the Issuer from the sale of Term Notes, (h) all monies received by or on behalf of the Issuer from the sale of the Subordinated Notes, and (i) any and all monies at any time and from time to time received by or on behalf of the Issuer, and required by the terms of this Security Agreement, or any related document to be deposited in the Collateral Account. The Collateral Agent shall have complete dominion and control over the Collateral Account and the Issuer hereby agrees that only the Collateral Agent may make withdrawals from the Collateral Account; provided, however, that the Issuer and the Depositary may request withdrawals from the Collateral Account in accordance with the terms of Section 6.03 hereof. Except for the Pledged Accounts, the Payment Accounts, and the accounts established pursuant to the Indenture, the Issuer agrees that it will not open or maintain a bank account with any Person. The Collateral Agent shall give the Issuer and the Depositary immediate notice if any Pledged Account or any Deposited Funds become subject to any writ, order, judgment, warrant of attachment, execution or similar process of which it has notice. The Collateral Agent shall have no right of set-off against amounts on deposit in the Pledged Accounts and shall have no right to impose a lien on any Pledged Account other than on behalf of the Secured Parties.

Establishment of Collateral Account. For purposes of this Security Agreement and the Depositary Agreement, the The Collateral Agent shall at all times during the term of this Security Agreement is hereby authorized to establish and maintain a segregated non-interest bearing trust account in the name of and under the control of the Collateral Agent on behalf of the Secured Parties (said account being herein called the “Collateral Account”, the operation of which shall be governed by this Article VI). The Collateral Account shall at all times be an Eligible Account. It is understood and agreed by the Issuer, the such Collateral Agent and pursuant to a Control Agreement, a restricted deposit account designated “Liberty Cablevision of Puerto Rico LLC Collateral Account.” Each Pledgor shall deposit into the Depositary that there shall Collateral Account from time to time all amounts required to be deposited in the Collateral Account the following monies, cash and proceeds: (a) the net proceeds from the sale of Secured Liquidity Notes payable to the Issuer pursuant to the Depositary Agreement, to the extent not required to repay any advances made by the Depositary pursuant to Section 2(b) of the Depositary Agreement or maturing Secured Liquidity Notes or outstanding Extended Notes on the Issuance Date of such Secured Liquidity Notes, whether or not presented to the Depositary for payment, and to the extent not maintained in the Secured Liquidity Note Account pursuant to the terms of the Depositary Agreement, (b) all monies received by the Collateral Agent pursuant to this Security Credit Agreement and any amounts specifically required by the terms hereof to be deposited therein by or on behalf of the Issuer any other Loan Documents. The balance from time to time in the Collateral Account (including, without limitation, interest on the Eligible Investments), (c) all monies received by or on behalf shall constitute part of the Issuer under the Mortgage Loan Purchase Pledged Collateral and Servicing Agreement, (d) all monies received by or on behalf shall not constitute payment of the Issuer Obligations until applied as proceeds from hereinafter provided. At any time following the sale occurrence and during the continuance of an Event of Default, the Collateral Agent may in its discretion apply or Financing of Mortgage Loans, Principal Prepayments in full of any Mortgage Loans and related Prepayment Charges and payments of the Repurchase Price of any Mortgage Loan, (e) all monies required cause to be transferred to applied the Collateral Account from the Collection Account, including principal and interest payments on Mortgage Loans, (f) all monies received by or on behalf of the Issuer under the Interest Rate Swaps, (g) all monies received by or on behalf of the Issuer from the sale of Term Notes, (h) all monies received by or on behalf of the Issuer from the sale of the Subordinated Notes, and (i) any and all monies at any time and balance from time to time received by or on behalf outstanding to the credit of the Issuer, and required by Collateral Account to the terms payment of this Security Agreement, or any related document to be deposited the Obligations in the Collateral Accountmanner specified in the Credit Agreement. The Collateral Agent shall have complete exclusive dominion and control control, including the exclusive right of withdrawal, over the Collateral Account and the Issuer hereby agrees that only the Collateral Agent may make withdrawals from the Collateral Account; provided, however, that the Issuer and the Depositary may request withdrawals from . If any Pledgor is required hereunder to deposit an amount of cash collateral into the Collateral Account in accordance as a result of the occurrence of an Event of Default, such amount together with the terms of Section 6.03 hereof. Except for the Pledged Accounts, the Payment Accounts, and the accounts established pursuant interest income (if any) (to the Indentureextent not applied as provided herein or in any other Loan Document) shall be returned to such Pledgor within three Business Days after all Defaults or Events of Default have been cured or waived. Deposits shall be invested in cash or Cash Equivalents, the Issuer agrees that it will not open or maintain a bank account with any Person. The Collateral Agent shall give the Issuer and the Depositary immediate notice if any Pledged Account or any Deposited Funds become subject to any writwhich, order, judgment, warrant of attachment, execution or similar process of which it has notice. The Collateral Agent shall have no right of set-off against amounts on deposit in the Pledged Accounts and shall have no right to impose a lien on any Pledged Account other than during the continuance of an Event of Default, shall be invested in such cash or Cash Equivalents as the applicable Pledgor may request. Other than any interest earned on behalf the investment of the Secured Partiessuch deposits, which investments shall be made at Pledgors’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account.

Establishment of Collateral Account. For purposes of this Security Agreement and the Depositary Agreement, the The Collateral Agent shall at all times during the term of this Security Agreement is hereby authorized to establish and maintain a segregated non-interest bearing trust account in the name of and under the control of the Collateral Agent on behalf of the Secured Parties (said account being herein called the “Collateral Account”, the operation of which shall be governed by this Article VI). The Collateral Account shall at all times be an Eligible Account. It is understood and agreed by the Issuer, the such Collateral Agent and pursuant to a Control Agreement, a restricted deposit account designated "Mid-Western Aircraft Systems, Inc. Collateral Account". Each Grantor shall deposit into the Depositary that there shall Collateral Account from time to time all amounts required to be deposited in the Collateral Account the following monies, cash and proceeds: (a) the net proceeds from the sale of Secured Liquidity Notes payable to the Issuer pursuant to the Depositary Agreement, to the extent not required to repay any advances made by the Depositary pursuant to Section 2(b) of the Depositary Agreement or maturing Secured Liquidity Notes or outstanding Extended Notes on the Issuance Date of such Secured Liquidity Notes, whether or not presented to the Depositary for payment, and to the extent not maintained in the Secured Liquidity Note Account pursuant to the terms of the Depositary Agreement, (b) all monies received by the Collateral Agent pursuant to this Security Credit Agreement and any amounts specifically required by the terms hereof to be deposited therein by or on behalf of the Issuer any other Loan Documents. The balance from time to time in the Collateral Account (including, without limitation, interest on the Eligible Investments), (c) all monies received by or on behalf shall constitute part of the Issuer under the Mortgage Loan Purchase Collateral and Servicing Agreement, (d) all monies received by or on behalf shall not constitute payment of the Issuer Obligations until applied as proceeds from hereinafter provided. At any time following the sale occurrence and during the continuance of an Event of Default, the Collateral Agent may in its discretion apply or Financing of Mortgage Loans, Principal Prepayments in full of any Mortgage Loans and related Prepayment Charges and payments of the Repurchase Price of any Mortgage Loan, (e) all monies required cause to be transferred to applied the Collateral Account from the Collection Account, including principal and interest payments on Mortgage Loans, (f) all monies received by or on behalf of the Issuer under the Interest Rate Swaps, (g) all monies received by or on behalf of the Issuer from the sale of Term Notes, (h) all monies received by or on behalf of the Issuer from the sale of the Subordinated Notes, and (i) any and all monies at any time and balance from time to time received by or on behalf outstanding to the credit of the Issuer, and required by Collateral Account to the terms payment of this Security Agreement, or any related document to be deposited the Obligations in the Collateral Accountmanner specified in the Credit Agreement. The Collateral Agent shall have complete exclusive dominion and control control, including the exclusive right of withdrawal, over the Collateral Account. Each deposit in the Collateral Account and shall be held during the Issuer hereby agrees that only existence of an Event of Default by the Collateral Agent may make withdrawals from as collateral for the Collateral Account; provided, however, that payment and performance of the Issuer and obligations of Grantors under the Depositary may request withdrawals from Loan Documents. If any Grantor is required hereunder to deposit an amount of cash collateral into the Collateral Account in accordance as a result of the occurrence of an Event of Default, such amount together with the terms of Section 6.03 hereof. Except for the Pledged Accounts, the Payment Accounts, and the accounts established pursuant interest income (if any) (to the Indentureextent not applied as provided herein or in any other Loan Document) shall be returned to such Grantor within three Business Days after all Defaults or Events of Default have been cured or waived. Other than any interest earned on the investment of such deposits, the Issuer agrees that it will which investments shall be made at Grantors' risk and expense, such deposits shall not open bear interest. Interest or maintain a bank account with any Person. The Collateral Agent profits, if any, on such investments shall give the Issuer and the Depositary immediate notice if any Pledged Account or any Deposited Funds become subject to any writ, order, judgment, warrant of attachment, execution or similar process of which it has notice. The Collateral Agent shall have no right of set-off against amounts on deposit accumulate in the Pledged Accounts and shall have no right to impose a lien on any Pledged Account other than on behalf of the Secured Partiessuch account.

Establishment of Collateral Account. For purposes of this Security Agreement and the Depositary Agreement, the Collateral Agent shall at all times during the term of this Security Agreement maintain in the State of New York, a segregated special purpose, segregated, non-interest bearing trust account in the name of and under the control of the Collateral Agent on behalf of the Secured Parties as a general collateral account (said account being herein called the “Collateral Account”, the ” and being identified as Account No. 38432). The operation of which the Collateral Account shall be governed by this Article VI). The Collateral Account shall at all times be an Eligible Account. It is understood and agreed by the IssuerCompany, the Collateral Agent and the Depositary that there shall be deposited in the Collateral Account the following monies, cash and proceeds, to the extent the next following two paragraphs do not specify to the contrary: (a) the net proceeds from the sale of Secured Liquidity Notes payable to the Issuer Company pursuant to the Depositary Agreement, to the extent not required to repay any advances made by the Depositary pursuant to Section 2(b) of in accordance with the Depositary Agreement or Agreement, maturing Secured Liquidity Notes or outstanding Extended Notes on the Issuance Date date of issuance of such Secured Liquidity Notes, whether or not presented to the Depositary for payment, and to the extent not maintained in the Secured Liquidity Note Account pursuant to the terms of the Depositary Agreement, (b) all monies received by the Collateral Agent pursuant to this Security Agreement and required by the terms hereof to be deposited by or on behalf of the Issuer Company in the Collateral Account (including, without limitation, interest on the Eligible Investments), (c) all monies received by or on behalf of the Issuer Company under the Mortgage Loan Purchase and Servicing Agreement, (d) all monies received by or on behalf of the Issuer Company as proceeds from the sale or Financing of Mortgage Loans, Principal Prepayments in full of any Mortgage Loans and related Prepayment Charges and payments of the Repurchase Price repurchase price of any Mortgage Loan, (e) all monies required to be transferred to the Collateral Account from the Collection Account, including principal and interest payments on Mortgage Loans, (f) all monies received by or on behalf of the Issuer Company under the Interest Rate Swaps, (g) all monies received by or on behalf of the Issuer from the sale of Term Notes, (h) all monies received by or on behalf of the Issuer from the sale of the Subordinated NotesTotal Return Swap, and (ig) any and all monies at any time and from time to time received by or on behalf of the IssuerCompany, and required by the terms of this Security Agreement, or any related document to be deposited in the Collateral Account. The Collateral Agent shall have complete dominion and control over the Collateral Account Account, and the Issuer Company hereby agrees that only the Collateral Agent may make withdrawals from the Collateral Account; provided, however, that the Issuer Company and the Depositary may request withdrawals from the Collateral Account in accordance with the terms of Section 6.03 hereof. Except for the Pledged AccountsCollateral Account, the Payment AccountsReserve Fund, the Collection Account, the Allocated Expenses Account, the Secured Liquidity Note Account, the Extended Notes Distribution Account, and the accounts established pursuant to the IndentureMarket Value Reserve Account, the Issuer Company agrees that it will not open or maintain a bank account with any Person. The Collateral Agent shall give the Issuer Company and the Depositary immediate notice if any Pledged Account the Collateral Account, the Market Value Reserve Account, the Reserve Fund, the Collection Account, the Allocated Expenses Account, the Secured Liquidity Note Account, or any Deposited Funds become subject to any writ, order, judgment, warrant of attachment, execution or similar process of to which it has notice. The Collateral Agent shall have no right of set-off against amounts on deposit in the Pledged Accounts Collateral Account, the Reserve Fund, the Allocated Expenses Account or the Market Value Reserve Account, and shall have no right to impose a lien on the any Pledged Account such account other than on behalf of the Secured Parties.