Common use of Establishment of Securities Account Clause in Contracts

Establishment of Securities Account. The Account Bank hereby agrees and confirms that (A) the Account Bank has established the Indenture Trustee's Account as set forth in Section 3.11, (B) the Indenture Trustee's Account is and will be maintained as a "securities account" (within the meaning of Section 8-501(a) of the UCC), (C) the Owner Lessor is the "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the "financial assets" (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Indenture Trustee's Account, (D) all property delivered to the Account Bank pursuant to this Indenture or any other Operative Document will be held by the Account Bank and promptly credited to the Indenture Trustee's Account by an appropriate entry in its records in accordance with this Indenture, (E) all "financial assets" (within the meaning of Section 8-102(a)(9) of the UCC) in registered form or payable to or to the order of and credited to the Indenture Trustee's Account shall be registered in the name of, payable to or to the order of, or indorsed to, the Account Bank or in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any financial asset credited to the Indenture Trustee's Account be registered in the name of, payable to or to the order of, or indorsed to, the Owner Lessor except to the extent the foregoing have been subsequently indorsed by the Owner Lessor to the Account Bank or in blank, (F) the Account Bank shall not change the name or account number of the Indenture Trustee's Account without the prior written consent of the Indenture Trustee, (G) the Account Bank is acting and shall at all times act as and perform all of the duties of the "securities intermediary," within the meaning of Article 8 of the UCC, with respect to the Indenture Trustee's Account and the financial assets credited thereto and (H) the Account Bank shall not enter into any other agreement governing, or with respect to, the Indenture Trustee's Account without the prior written consent of the Indenture Trustee.

Establishment of Securities Account. The Account Bank Security Agent hereby agrees and confirms that (A) the Account Bank that it has established the Indenture Trustee's Account Note Accounts as set forth in Section 3.113.7, (B) the Indenture Trustee's Account is Note Accounts are and each will be maintained as a "securities accountSECURITIES ACCOUNT" (within the meaning of Section 8-501(a501 (a) of the UCC), (C) the Owner Lessor is the "entitlement holderENTITLEMENT HOLDER" (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the "financial assetsFINANCIAL ASSETS" (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Indenture Trustee's each Note Account, (D) all property delivered to the Account Bank Security Agent pursuant to this Lease Indenture or any other Operative Document will be held by the Account Bank Security Agent and promptly credited to the Indenture Trustee's each Note Account by an appropriate entry in its records in accordance with this Lease Indenture, (E) all "financial assetsFINANCIAL ASSETS" (within the meaning of Section 8-102(a)(9) of the UCC) in registered form or payable to or to the order of and credited to the Indenture Trustee's each Note Account shall be registered in the name of, payable to or to the order of, or indorsed to, the Account Bank Security Agent or in blank, or credited to another securities account maintained in the name of the Account BankSecurity Agent, and in no case will any financial asset credited to any of the Indenture Trustee's Account Note Accounts be registered in the name of, payable to or to the order of, or indorsed to, the Owner Lessor except to the extent the foregoing have been subsequently indorsed by the Owner Lessor to the Account Bank or in blank, blank and (F) the Account Bank Security Agent shall not change the name or account number of the Indenture TrusteeSecurity Agent's Account without the prior written consent of the Indenture Trustee, (G) the Account Bank is acting and shall at all times act as and perform all of the duties of the "securities intermediary," within the meaning of Article 8 of the UCC, with respect to the Indenture Trustee's Account and the financial assets credited thereto and (H) the Account Bank shall not enter into any other agreement governing, or with respect to, the Indenture Trustee's Account without the prior written consent of the Indenture TrusteeSecurity Agent.

Establishment of Securities Account. The Account Bank hereby agrees and confirms that (A) the Account Bank has established the Indenture Trustee's ’s Account as set forth in Section 3.11, (B) the Indenture Trustee's ’s Account is and will be maintained as a "“securities account" ” (within the meaning of Section 8-501(a) of the UCC), (C) the Owner Lessor is the "“entitlement holder" ” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the "“financial assets" ” (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Indenture Trustee's ’s Account, (D) all property delivered to the Account Bank pursuant to this Indenture or any other Operative Document will be held by the Account Bank and promptly credited to the Indenture Trustee's ’s Account by an appropriate entry in its records in accordance with this Indenture, (E) all "“financial assets" ” (within the meaning of Section 8-102(a)(9) of the UCC) in registered form or payable to or to the order of and credited to the Indenture Trustee's ’s Account shall be registered in the name of, payable to or to the order of, or indorsed to, the Account Bank or in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any financial asset credited to the Indenture Trustee's ’s Account be registered in the name of, payable to or to the order of, or indorsed to, the Owner Lessor except to the extent the foregoing have been subsequently indorsed by the Owner Lessor to the Account Bank or in blank, (F) the Account Bank shall not change the name or account number of the Indenture Trustee's ’s Account without the prior written consent of the Indenture Trustee, (G) the Account Bank is acting and shall at all times act as and perform all of the duties of the "“securities intermediary," ” within the meaning of Article 8 of the UCC, with respect to the Indenture Trustee's ’s Account and the financial assets credited thereto and (H) the Account Bank shall not enter into any other agreement governing, or with respect to, the Indenture Trustee's ’s Account without the prior written consent of the Indenture Trustee.

Establishment of Securities Account. The Account Bank hereby agrees and confirms that (A) the Account Bank has established the Lease Indenture Trustee's Account as set forth in Section 3.113.8, (B) the Lease Indenture Trustee's Account is and will be maintained as a "securities account" (within the meaning of Section 8-501(a) of the UCC), (C) the Owner Lessor Trust is the "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the "financial assets" (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Lease Indenture Trustee's Account, (D) all property delivered to the Account Bank pursuant to this Indenture or any other Operative Document will be held by the Account Bank and promptly credited to the Lease Indenture Trustee's Account by an appropriate entry in its records in accordance with this Indenture, (E) all "financial assets" (within the meaning of Section 8-102(a)(9) of the UCC) in registered form or payable to or to the order of and credited to the Lease Indenture Trustee's Account shall be registered in the name of, payable to or to the order of, or indorsed to, the Account Bank or in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any financial asset credited to the Lease Indenture Trustee's Account be registered in the name of, payable to or to the order of, or indorsed to, the Owner Lessor Trust except to the extent the foregoing have been subsequently indorsed by the Owner Lessor Trust to the Account Bank or in blank, blank and (F) the Account Bank shall not change the name or account number of the Lease Indenture Trustee's Account without the prior written consent of the Indenture Trustee, (G) the Account Bank is acting and shall at all times act as and perform all of the duties of the "securities intermediary," within the meaning of Article 8 of the UCC, with respect to the Indenture Trustee's Account and the financial assets credited thereto and (H) the Account Bank shall not enter into any other agreement governing, or with respect to, the Indenture Trustee's Account without the prior written consent of the Lease Indenture Trustee.

Establishment of Securities Account. The Account Depositary Bank hereby agrees and confirms that (A) the Account Depositary Bank has established the Indenture Trustee's Account Cashflow Recapture Fund as set forth in Section 3.115 hereof, (B) the Indenture Trustee's Account Cashflow Recapture Fund is and will be maintained as a "securities account" (within the meaning of Section 8-501(a) of the UCC), (C) the Owner Lessor Holdings is the "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the "financial assets" (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Indenture Trustee's AccountCashflow Recapture Fund, (D) all property delivered to the Account Depositary Bank pursuant to the Financing Documents or this Indenture or any other Operative Document Intercreditor Agreement will be held by the Account Depositary Bank and promptly credited to the Indenture Trustee's Account Cashflow Recapture Fund by an appropriate entry in its records in accordance with this IndentureIntercreditor Agreement, (E) all "financial assets" (within the meaning of Section 8-102(a)(9) of the UCC) in registered form or payable to or to the order of and credited to the Indenture Trustee's Account Cashflow Recapture Fund shall be registered in the name of, payable to or to the order of, or indorsed to, the Account Depositary Bank or in blank, or credited to another securities account maintained in the name of the Account Depositary Bank, and in no case will any financial asset credited to the Indenture Trustee's Account Cashflow Recapture Fund be registered in the name of, payable to or to the order of, or indorsed to, the Owner Lessor Holdings except to the extent the foregoing have been subsequently indorsed by the Owner Lessor Holdings to the Account Depositary Bank or in blank, blank and (F) the Account Depositary Bank shall not change the name or account number of the Indenture Trustee's Account Cashflow Recapture Fund without the prior written consent of the Indenture Trustee, (G) the Account Bank is acting Holdings Administrative Agent and shall at all times act as and perform all of the duties of the "securities intermediary," within the meaning of Article 8 of the UCC, with respect to the Indenture Trustee's Account and the financial assets credited thereto and (H) the Account Bank shall not enter into any other agreement governing, or with respect to, the Indenture Trustee's Account without the prior written consent of the Indenture Trusteeeach Holder Representative.

Establishment of Securities Account. The Account Bank Securities Intermediary hereby confirms and agrees and confirms that that: (Aa) the Account Bank The Securities Intermediary has established the Indenture Trustee's account listed on Schedule I hereto in the name indicated on such schedule (such account and any successor accounts, the “Securities Accounts”) and the Securities Intermediary shall not change the name or account number of the Securities Accounts without the prior written consent of the Pledgee; (b) All securities or other property underlying any financial assets credited to the Securities Accounts shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account or accounts maintained in the name of the Securities Intermediary, and in no case shall any financial asset credited to any Securities Account be registered in the name of the Pledgor, payable to the order of the Pledgor or specially indorsed to the Pledgor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank; (c) All property delivered to the Securities Intermediary pursuant to the Security Agreement will be promptly credited to the relevant Securities Account as set forth directed by the Pledgee; and (d) The Securities Accounts are “securities accounts” as defined in Section 3.11, (B) the Indenture Trustee's Account is and will be maintained as a "securities account" (within the meaning of Section 8-501(a501 (a) of the UCC). Section 2. “Financial Assets” Election. The Securities Intermediary hereby agrees that each item of property (whether investment property, (Cfinancial asset, security, instrument or cash) credited to the Owner Lessor is the "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the "Securities Accounts shall be treated as a “financial assets" (asset” within the meaning of Section 8-102(a)(9) of the UCC) credited to the Indenture Trustee's Account, (D) all property delivered to the Account Bank pursuant to this Indenture or any other Operative Document will be held by the Account Bank and promptly credited to the Indenture Trustee's Account by an appropriate entry in its records in accordance with this Indenture, (E) all "financial assets" (within the meaning of . Section 8-102(a)(9) of the UCC) in registered form or payable to or to the order of and credited to the Indenture Trustee's Account shall be registered in the name of, payable to or to the order of, or indorsed to, the Account Bank or in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any financial asset credited to the Indenture Trustee's Account be registered in the name of, payable to or to the order of, or indorsed to, the Owner Lessor except to the extent the foregoing have been subsequently indorsed by the Owner Lessor to the Account Bank or in blank, (F) the Account Bank shall not change the name or account number of the Indenture Trustee's Account without the prior written consent of the Indenture Trustee, (G) the Account Bank is acting and shall at all times act as and perform all of the duties of the "securities intermediary," within the meaning of Article 8 of the UCC, with respect to the Indenture Trustee's Account and the financial assets credited thereto and (H) the Account Bank shall not enter into any other agreement governing, or with respect to, the Indenture Trustee's Account without the prior written consent of the Indenture Trustee3.

Establishment of Securities Account. The Account Bank Securities ----------------------------------- Intermediary hereby agrees and confirms that (Ai) the Account Bank Securities Intermediary has established account number 22320 in the Indenture name "Securities Account pledged by CompleTel Escrow B.V. to The Chase Manhattan Bank, as Trustee's Account , pursuant to the Pledge Agreement dated as set forth in Section 3.11of April 13, 2000" (such account and any successor account the "Securities Account"), (Bii) the Indenture Trustee's Securities Account is an account to which a financial asset is or may be credited in accordance with this Agreement and the Pledge Agreement, (iii) the Securities Intermediary shall, subject to the terms of this Agreement, treat the Secured Party as entitled to exercise the rights that comprise any financial asset credited to the Securities Account, (iv) all property (including, without limitation, the Pledged Securities) delivered to the Securities Intermediary pursuant to the Pledge Agreement will be maintained promptly credited to the Securities Account, (v) the Securities Intermediary hereby agrees that any item of property (whether Pledged Securities, investment property, financial asset, security, instrument or cash, as each such term is defined in the Revised UCC (as defined below)) credited to the Securities Account shall be treated as a "securities account" financial asset (within the meaning of Section 8-501(a) of the UCC), (C) the Owner Lessor is the "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the "financial assets" (within the meaning of Section 8-8- 102(a)(9) of the 1994 Official Text of Article 8 of the Uniform Commercial Code with conforming amendments to Article 9 (the "Revised UCC")), (vi) all securities or other property underlying any financial assets credited to the Indenture Trustee's Account, (D) all property delivered to the Account Bank pursuant to this Indenture or any other Operative Document will be held by the Account Bank and promptly credited to the Indenture Trustee's Account by an appropriate entry in its records in accordance with this Indenture, (E) all "financial assets" (within the meaning of Section 8-102(a)(9) of the UCC) in registered form or payable to or to the order of and credited to the Indenture Trustee's Securities Account shall be registered in the name of, payable to of the Securities Intermediary or endorsed to the order of, or indorsed to, the Account Bank or in blank, or credited to another securities account maintained in the name of the Account Bank, Securities Intermediary and in no case will any financial asset credited to the Indenture Trustee's Securities Account be registered in the name ofof the Debtor, payable to the order of the Debtor or specially endorsed to the order ofDebtor, or indorsed to, the Owner Lessor except to the extent that the foregoing shall have been subsequently indorsed by the Owner Lessor specially endorsed to the Account Bank Securities Intermediary or in blank, (Fvii) for the purposes hereof "financial assets" shall include uninvested cash and Government Obligations (as defined in the Pledge Agreement) and (viii) the Securities Account is a "securities account" as such term is defined in Section 8-501(a) of the Revised UCC maintained on the books of The Chase Manhattan Bank shall not change in the name or account number of the Indenture Trustee's Account without the prior written consent of the Indenture Trustee, (G) the Account Bank is acting and shall at all times act as and perform all of the duties of the "securities intermediary," within the meaning of Article 8 of the UCC, with respect to the Indenture Trustee's Account and the financial assets credited thereto and (H) the Account Bank shall not enter into any other agreement governing, or with respect to, the Indenture Trustee's Account without the prior written consent of the Indenture Trustee.