Common use of Establishment of Collateral Account Clause in Contracts

Establishment of Collateral Account. The Collateral Agent is hereby authorized to establish and maintain in the name of 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 Collateral Account from time to time all amounts required to be deposited in the Collateral Account by the Credit Agreement and any amounts specifically required to be deposited therein by any other Loan Documents. The balance from time to time in the Collateral Account shall constitute part of the Pledged Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may in its discretion apply or cause to be applied the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in the Credit Agreement. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account. If any Pledgor is required hereunder to deposit an amount of cash collateral into the Collateral Account as a result of the occurrence of an Event of Default, such amount together with interest income (if any) (to the extent 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, which, 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 the investment of such 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. The For purposes of this Security Agreement and the Depositary Agreement, the Collateral Agent is hereby authorized to establish and shall at all times during the term of this Security Agreement maintain a segregated non-interest bearing trust account in the name of such 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 a Control the Depositary Agreement, a restricted deposit account designated “Liberty Cablevision to the extent not required to repay any advances made by the Depositary pursuant to Section 2(b) of Puerto Rico LLC 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 Account.” Each Pledgor shall deposit into 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 all amounts 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 by the Credit Agreement and any amounts specifically required to be deposited therein by any other Loan Documents. The balance from time to time in the Collateral Account shall constitute part of the Pledged Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may in its discretion apply or cause to be applied the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in the Credit AgreementAccount. The Collateral Agent shall have exclusive complete dominion and control, including the exclusive right of withdrawal, control over the Collateral Account and the Issuer hereby agrees that only the Collateral Agent may make withdrawals from the Collateral Account. If any Pledgor is required hereunder to deposit an amount of cash collateral into ; provided, however, that the Issuer and the Depositary may request withdrawals from the Collateral Account as 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 result 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 occurrence of an Event of Default, such amount together with interest income (if any) (to the extent 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, which, 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 the investment of such 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 accountSecured Parties.

Establishment of Collateral Account. The For purposes of this Security Agreement and the Depositary Agreement, the Collateral Agent is hereby authorized to establish and shall at all times during the term of this Security Agreement maintain in the State of New York, a special purpose, segregated, non-interest bearing trust account in the name of such 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” and being identified as Account No. [ ]). The operation of the Collateral Account shall be governed by this Article VI. 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 a Control the Depositary Agreement, a restricted deposit account designated “Liberty Cablevision to the extent not required to repay advances made by the Depositary in accordance with the Depositary Agreement, maturing Secured Liquidity Notes or outstanding Extended Notes on the date of Puerto Rico LLC 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 Account.” Each Pledgor shall deposit into 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 of Mortgage Loans and payments of the Repurchase Price of any Mortgage Loan, and all Principal Prepayments in full, (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 Subordinated Notes, and (h) any and all monies at any time and from time to time all amounts 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 by the Credit Agreement and any amounts specifically required to be deposited therein by any other Loan Documents. The balance from time to time in the Collateral Account shall constitute part of the Pledged Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may in its discretion apply or cause to be applied the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in the Credit AgreementAccount. The Collateral Agent shall have exclusive complete dominion and control, including the exclusive right of withdrawal, control over the Collateral Account. If any Pledgor is required hereunder to deposit an amount of cash collateral into , 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 as in accordance with the terms of Section 6.03 hereof. Except for the Collateral Account, the Reserve 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 Indenture, the Issuer agrees that it will not open or maintain a result bank account with any Person. The Collateral Agent shall give the Issuer, each Swap Counterparty, the Indenture Trustee, and the Depositary immediate notice if the Collateral Account, the Reserve Fund, the Collection Account, the Allocated Expenses Account, the Secured Liquidity Note Account, the Extended Notes Distribution Account and any account established pursuant to the Indenture, or any Deposited Funds become subject to any writ, order, judgment, warrant of attachment, execution or similar process to which it has notice. The Collateral Agent shall have no right of set-off against amounts on deposit in the Collateral Account, the Reserve Fund, any account established pursuant to the Indenture, or the Allocated Expenses Account, and shall have no right to impose a lien on any such account other than on behalf of the occurrence of an Event of Default, such amount together with interest income (if any) (to the extent 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, which, 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 the investment of such 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 accountSecured Parties.

Establishment of Collateral Account. The For purposes of this Security Agreement and the Depositary Agreement, the Collateral Agent is hereby authorized to establish and shall at all times during the term of this Security Agreement maintain in the State of New York, a special purpose, segregated, non-interest bearing trust account in the name of such 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” and being identified as Account No. 38432). The operation of the Collateral Account shall be governed by this Article VI. 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 a Control the Depositary Agreement, a restricted deposit account designated “Liberty Cablevision to the extent not required to repay advances made by the Depositary in accordance with the Depositary Agreement, maturing Secured Liquidity Notes or outstanding Extended Notes on the date of Puerto Rico LLC 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 Account.” Each Pledgor shall deposit into 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 of Mortgage Loans and payments of the Repurchase Price of any Mortgage Loan, and all Principal Prepayments in full, (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 Subordinated Notes, and (h) any and all monies at any time and from time to time all amounts 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 by the Credit Agreement and any amounts specifically required to be deposited therein by any other Loan Documents. The balance from time to time in the Collateral Account shall constitute part of the Pledged Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may in its discretion apply or cause to be applied the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in the Credit AgreementAccount. The Collateral Agent shall have exclusive complete dominion and control, including the exclusive right of withdrawal, control over the Collateral Account. If any Pledgor is required hereunder to deposit an amount of cash collateral into , 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 as in accordance with the terms of Section 6.03 hereof. Except for the Collateral Account, the Reserve 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 Indenture, the Issuer agrees that it will not open or maintain a result bank account with any Person. The Collateral Agent shall give the Issuer, the Indenture Trustee, and the Depositary immediate notice if the Collateral Account, the Reserve Fund, the Collection Account, the Allocated Expenses Account, the Secured Liquidity Note Account, any account established pursuant to the Indenture, or any Deposited Funds become subject to any writ, order, judgment, warrant of attachment, execution or similar process to which it has notice. The Collateral Agent shall have no right of set-off against amounts on deposit in the Collateral Account, the Reserve Fund, any account established pursuant to the Indenture, or the Allocated Expenses Account, and shall have no right to impose a lien on the any such account other than on behalf of the occurrence of an Event of Default, such amount together with interest income (if any) (to the extent 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, which, 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 the investment of such 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 accountSecured Parties.

Establishment of Collateral Account. The For purposes of this Security Agreement and the Depositary Agreement, the Collateral Agent is hereby authorized to establish and shall at all times during the term of this Security Agreement maintain in the State of New York, a special purpose, segregated, non-interest bearing trust account in the name of such 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” and being identified as Account No. 38432). The operation of the Collateral Account shall be governed by this Article VI. It is understood and agreed by the Company, 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 Company pursuant to a Control the Depositary Agreement, a restricted deposit account designated “Liberty Cablevision to the extent not required to repay advances made by the Depositary in accordance with the Depositary Agreement, maturing Secured Liquidity Notes or outstanding Extended Notes on the date of Puerto Rico LLC 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 Account.” Each Pledgor shall deposit into Agent pursuant to this Security Agreement and required by the terms hereof to be deposited by or on behalf of the Company in the Collateral Account (including, without limitation, interest on the Eligible Investments), (c) all monies received by or on behalf of the Company under the Mortgage Loan Purchase and Servicing Agreement, (d) all monies received by or on behalf of the Company as proceeds from the sale of Mortgage Loans 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 Company under the Total Return Swap, and (g) any and all monies at any time and from time to time all amounts received by or on behalf of the Company, and required by the terms of this Security Agreement, or any related document to be deposited in the Collateral Account by the Credit Agreement and any amounts specifically required to be deposited therein by any other Loan Documents. The balance from time to time in the Collateral Account shall constitute part of the Pledged Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may in its discretion apply or cause to be applied the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in the Credit AgreementAccount. The Collateral Agent shall have exclusive complete dominion and control, including the exclusive right of withdrawal, control over the Collateral Account. If any Pledgor is required hereunder to deposit an amount of cash collateral into , and the Company hereby agrees that only the Collateral Agent may make withdrawals from the Collateral Account; provided, however, that the Company and the Depositary may request withdrawals from the Collateral Account as in accordance with the terms of Section 6.03 hereof. Except for the Collateral Account, the Reserve Fund, the Collection Account, the Allocated Expenses Account, the Secured Liquidity Note Account, the Extended Notes Distribution Account, and the Market Value Reserve Account, the Company agrees that it will not open or maintain a result bank account with any Person. The Collateral Agent shall give the Company and the Depositary immediate notice if 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 to which it has notice. The Collateral Agent shall have no right of set-off against amounts on deposit in the 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 such account other than on behalf of the occurrence of an Event of Default, such amount together with interest income (if any) (to the extent 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, which, 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 the investment of such 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 accountSecured Parties.

Establishment of Collateral Account. The LOCKBOX AGREEMENT Except as expressly set forth in section 18(a)(v) of this Note, Borrower hereby covenants and agrees, on or before the Collateral Agent is hereby authorized Account Effective Date (as hereinafter defined), to establish enter into one or more clearing and maintain deposit agreements acceptable to Lender between Borrower, Lender and one or more financial institutions (which may be Lender or an affiliate or subsidiary of Lender) acceptable to Lender (together with any modification, amendment, substitution or replacement thereof, hereinafter collectively referred to as the "Lock-Box Agreement") in form and substance satisfactory to Lender which shall provide, among other things, that all Rents and other sums collected from, or arising with respect to, the Property be deposited in the name of deposit account (the "Collateral Account") established in connection with such Collateral Agent and pursuant to a Control Lock-Box Agreement, and that such amounts shall be disbursed in accordance with this Note. Borrower shall not have a restricted deposit account designated “Liberty Cablevision right of Puerto Rico LLC withdrawal in respect to the Collateral Account.” Each Pledgor . Borrower shall pay all costs and expenses required under the Lock-Box Agreement or in connection with the Collateral Account and all of Lender's out-of-pocket costs and expenses in connection with the preparation and negotiation of the Lock-Box Agreement. On or before the Collateral Account Effective Date, Borrower shall deliver to Lender for delivery, at Borrower's expense, by certified mail, return receipt requested, to all tenants of the Property an irrevocable written notice in form and substance satisfactory to Lender directing such tenants to pay their rent and other amounts due under their leases to the depository under the Lock-Box Agreement for deposit into the Collateral Account. Additionally, each lease, license and occupancy agreement executed after the Collateral Account from time to time all amounts Effective Date affecting any of the Property must provide, in a manner approved by Lender, that tenant, lessee or licensee, as appropriate, is required to be deposited in make all payments due to Borrower under the terms of such lease, license or occupancy agreement to the depository of the Collateral Account by the Credit Agreement and any amounts specifically required check, cashiers check or money order made payable to be deposited therein by any other Loan DocumentsLender or its successors or assigns. The balance from time to time in the Collateral Account shall constitute part of the Pledged Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. At any time following Upon the occurrence and during of any default under this Note or the continuance of an Event of DefaultSecurity Instrument, the Collateral Agent Lender may in its discretion apply or cause to be applied the balance from time to time outstanding any sums then held pursuant to the credit of the Collateral Account Lock-Box Agreement to the payment of the Obligations (as defined in the manner specified Security Instrument) in the Credit Agreementany order in its sole discretion. The Collateral Agent shall have exclusive dominion and controlUntil expended or applied, including the exclusive right of withdrawal, over the Collateral Account. If any Pledgor is required hereunder to deposit an amount of cash collateral into amounts held in the Collateral Account as a result of the occurrence of an Event of Default, such amount together with interest income (if any) (pursuant to the extent not applied as provided herein or Lock-Box Agreement shall constitute additional security for the Obligations. The Lock-Box Agreement when and if executed shall be a "Loan Document" for all purposes under this Note, the Security Instrument and the other Loan Documents. Borrower hereby irrevocably constitutes and appoints Lender the attorney-in-fact of Xxxxxxxx, coupled with an interest, to, upon Xxxxxxxx's failure to do so in accordance with the terms hereof, without notice to Borrower, execute and deliver the Lock-Box Agreement and the notices to tenants described in this Section 17B and to take any other Loan Document) shall be returned action necessary or desirable in Xxxxxx's judgment to such Pledgor within three Business Days after all Defaults or Events carry out the intention of Default have been cured or waived. Deposits shall be invested in cash or Cash Equivalents, which, 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 the investment of such 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.this Section 17B. XXXXXX GUARANTY TRUST COMPANY

Establishment of Collateral Account. The etc. For purposes of the Liquidity Agreement, the A Support Reimbursement Agreement, the B Support Letter of Credit Reimbursement Agreement and the Depositary Agreement, the Agent shall at all times during the term of this Collateral Agreement maintain at a U.S. branch or agency of Credit Suisse (i) a demand deposit account for the benefit of the Secured Parties (said account being herein called the "Collateral Accounts and being identified as Account No. 360821-03), (ii) a demand deposit account for the benefit of the Secured Parties (said account being herein called the "Termination Advance Account" and being identified as Account No. 360821-05) and (iii) a demand deposit account for the Liquidity Lenders and the Liquidity Agent is hereby authorized (said account being herein called the "Liquidity Lender Account" and being identified as Account No. 36-0821-02), the operation of each of which shall be governed by this Article V (the Collateral Account, the Termination Advance Account and the Liquidity Lender Account are collectively referred to establish herein as the "Accounts" ); provided, however, if at any time the short-term credit rating of the Agent from S&P and maintain Moodx'x xxxll be reduced below A-1 or P-1, respectively, the Agent shall, within 30 days of such reduction, convert each of the Accounts to a segregated trust account in the name corporate trust department of such Collateral Agent a financial institution. It is understood and pursuant to a Control Agreement, a restricted deposit account designated “Liberty Cablevision of Puerto Rico LLC Collateral Account.” Each Pledgor agreed by NFC and the Secured Parties that on any Business Day there shall deposit into be deposited in the Collateral Account the following monies, instruments, cash and proceeds received by the Agent or NFC at any time and from time to time: (a) from the Depositary from the sale of Commercial Paper Notes, (b) from the Master Collateral Agent pursuant to the Master Collateral Agency Agreement, (c) from National under the Loan Agreement, (d) from the sale of Vehicles in accordance with Section 4.03(b) hereof, (e) any other proceeds of the Assigned Collateral, (f) from the Fronting Credit Enhancers as LOC Liquidity Disbursements, (g) from the Fronting Credit Enhancers as LOC Credit Disbursements, (h) from the Cash Collateral Accounts pursuant to Section 5.09 and (i) any and all monies at any time and from time to time all amounts received on behalf of NFC, and required by the terms of this Collateral Agreement, the Loan Agreement, the Master Collateral Agency Agreement, the Repurchase Programs or any other Related Document to be deposited in the Collateral Account by the Credit Agreement and any amounts specifically required to be deposited therein by any other Loan Documents. The balance from time to time in the Collateral Account shall constitute part of the Pledged Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may in its discretion apply or cause to be applied the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations in the manner specified in the Credit Agreement. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account. If any Pledgor is required hereunder to deposit an amount of cash collateral into the Collateral Account as a result of the occurrence of an Event of Default, such amount together with interest income (if any) (to the extent 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, which, 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 the investment of such 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.