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. (a) The Collateral Agent is hereby authorized Account Party agrees that, as a condition to establish issuing Letters of Credit hereunder (including backstopping or replacing the Existing Letters of Credit) and maintain in as security for the name payments of such Collateral Agent and pursuant to a Control its obligations under this Agreement, a restricted it shall, on the Effective Date (i) establish the Collateral Account for the purpose of holding the Collateral to be deposited into the Collateral Account by or on behalf of the Account Party and (ii) deposit account designated “Liberty Cablevision of Puerto Rico LLC into the Collateral Account.” Each Pledgor , Dollars in immediately available funds, in an amount equal to $309,000,000. After the Effective Date, the Account Party agrees that at all times thereafter that it shall deposit into promptly cause additional funds to be deposited and held in the Collateral Account from time to time all amounts required in order that the Account Balance shall at least equal 103% of the Outstanding Amount. (b) The Collateral Account shall be maintained until the Termination Date. (c) The Account Collateral shall be subject to be deposited the exclusive dominion and control of the Issuing Lender, which shall hold the Collateral and administer the Collateral Account subject to the terms and conditions of the Account Control Agreement. Except as expressly set forth in Section 2.5(b), the Account Party shall have no right of withdrawal from the Collateral Account nor any other right or power with respect to the Account Collateral, nor any right to convey or encumber any of the Account Collateral, except as expressly provided therein. (d) All funds on deposit in the Collateral Account by will be maintained in cash and will bear interest at the Credit Agreement and any amounts specifically required to be deposited therein by any other Loan Documents. The balance rate from time to time applicable to “The Barclays Bank PLC Overnight Rate”. Funds on deposit therein shall not be invested in any investments. Any interest received in respect of the Collateral Account shall constitute part accrue for the benefit of the Pledged Collateral Account Party 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, be deposited into the Collateral Agent may in its discretion apply Account. (e) The Issuing Lender shall have no responsibility for any loss of funds or cause to be applied the balance from time to time outstanding to the credit liability arising out 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 controlAccount, 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) (except to the extent not applied as provided herein such losses are found by a court of competent jurisdiction in a final non-appealable judgment to have resulted from the gross negligence, bad faith or in any other Loan Document) shall be returned to such Pledgor within three Business Days after all Defaults or Events willful misconduct 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.Issuing Lender

Establishment of Collateral Account. (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 390 Greenwich Street, New York, New York 10013, in the name of such Collateral Agent and pursuant to a Control Agreementthe Coxxxxxxxx Xxxxx xxx xxxxxxxx xx x Xxxxxxx Xxxxxment, a restricted deposit account designated “Liberty Cablevision of Puerto Rico LLC "CCI Illinois/CCI Texas Collateral Account.” " Each Pledgor Grantor 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. . (b) 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 of any Grantor 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 (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Obligations of the Grantor which has deposited such amounts. (c) Amounts on deposit 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 from time to time in cash or Cash EquivalentsPermitted Investments as the applicable Grantor (or, which, other than after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Permitted Investments shall be invested held in the name and be under the control of the Collateral Agent (or any subagent); provided, that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may in its discretion at any time and from time to time elect to liquidate any such cash Permitted Investments and to apply or Cash Equivalents as cause to be applied the applicable Pledgor may request. Other than any interest earned on proceeds thereof to the investment payment of the Obligations of the Grantor which has deposited 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 accountamounts.

Establishment of Collateral Account. (a) The Collateral Agent is hereby authorized Account Party agrees that, as a condition to establish maintaining the Existing Letters of Credit and maintain in issuing Letters of Credit hereunder and as security for the name payments of such Collateral Agent and pursuant to a Control its obligations under this Agreement, a restricted it shall, on the Effective Date (i) establish the Collateral Account for the purpose of holding the Collateral to be deposited into the Collateral Account by or on behalf of the Account Party and (ii) deposit account designated “Liberty Cablevision of Puerto Rico LLC into the Collateral Account.” Each Pledgor , Dollars in immediately available funds, in an amount equal to $221,450,000. After the Effective Date, the Account Party agrees that at all times thereafter that it shall deposit into promptly cause additional funds to be deposited and held in the Collateral Account from time to time all amounts required in order that the Account Balance shall at least equal 103% of the Outstanding Amount. (b) The Collateral Account shall be maintained until the Termination Date. (c) The Account Collateral shall be subject to be deposited the exclusive dominion and control of the Issuing Lender, which shall hold the Collateral and administer the Collateral Account subject to the terms and conditions of the Account Control Agreement. Except as expressly set forth in Section 2.5(b), the Account Party shall have no right of withdrawal from the Collateral Account nor any other right or power with respect to the Account Collateral, nor any right to convey or encumber any of the Account Collateral, except as expressly provided therein. (d) All funds on deposit in the Collateral Account will be maintained by Bank of New York Mellon (or another financial institution acceptable to the Credit Agreement Issuing Lender and any amounts specifically required to be deposited therein by any other Loan Documents. The balance the Account Party) and will bear interest at the rate from time to time applicable to “The Bank of New York Mellon Cash Reserve”. Funds on deposit therein shall not be invested in any investments. Any interest received in respect of the Collateral Account shall constitute part accrue for the benefit of the Pledged Collateral Account Party 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, be deposited into the Collateral Agent may in its discretion apply Account. (e) The Issuing Lender shall have no responsibility for any loss of funds or cause to be applied the balance from time to time outstanding to the credit liability arising out 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 controlAccount, 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) (except to the extent not applied as provided herein such losses are found by a court of competent jurisdiction in a final non-appealable judgment to have resulted from the gross negligence, bad faith or in any other Loan Document) shall be returned to such Pledgor within three Business Days after all Defaults or Events willful misconduct 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 accountIssuing Lender.

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 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 "Mid-Western Aircraft Systems, Inc. Collateral Account.” ". Each Pledgor Grantor 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. Each deposit in the Collateral Account shall be held during the existence of an Event of Default by the Collateral Agent as collateral for the payment and performance of the obligations of Grantors under the Loan Documents. If any Pledgor Grantor 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 Grantor 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’ Grantors' 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. (a) The Collateral Agent is hereby authorized Account Party agrees that, as a condition to establish maintaining the Existing Letters of Credit and maintain in issuing Letters of Credit hereunder and as security for the name payments of such Collateral Agent and pursuant to a Control its obligations under this Agreement, a restricted it shall, on the Effective Date (i) establish the Collateral Account for the purpose of holding the Collateral to be deposited into the Collateral Account by or on behalf of the Account Party and (ii) deposit account designated “Liberty Cablevision of Puerto Rico LLC into the Collateral Account.” Each Pledgor , Dollars in immediately available funds, in an amount equal to $103,000,000. After the Effective Date, the Account Party agrees that at all times thereafter that it shall deposit into promptly cause additional funds to be deposited and held in the Collateral Account from time to time all amounts required in order that the Account Balance shall at least equal 103% of the Outstanding Amount. (b) The Collateral Account shall be maintained until the Termination Date. (c) The Account Collateral shall be subject to be deposited the exclusive dominion and control of the Issuing Lender, which shall hold the Collateral and administer the Collateral Account subject to the terms and conditions of the Account Control Agreement. Except as expressly set forth in Section 2.5(b), the Account Party shall have no right of withdrawal from the Collateral Account nor any other right or power with respect to the Account Collateral, nor any right to convey or encumber any of the Account Collateral, except as expressly provided therein. (d) All funds on deposit in the Collateral Account will be maintained by Bank of New York Mellon (or another financial institution acceptable to the Credit Agreement Issuing Lender and any amounts specifically required to be deposited therein by any other Loan Documents. The balance the Account Party) and will bear interest at the rate from time to time applicable to “The Bank of New York Mellon Cash Reserve”. Funds on deposit therein shall not be invested in any investments. Any interest received in respect of the Collateral Account shall constitute part accrue for the benefit of the Pledged Collateral Account Party 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, be deposited into the Collateral Agent may in its discretion apply Account. (e) The Issuing Lender shall have no responsibility for any loss of funds or cause to be applied the balance from time to time outstanding to the credit liability arising out 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 controlAccount, 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) (except to the extent not applied as provided herein such losses are found by a court of competent jurisdiction in a final non-appealable judgment to have resulted from the gross negligence, bad faith or in any other Loan Document) shall be returned to such Pledgor within three Business Days after all Defaults or Events willful misconduct 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 accountIssuing Lender.