Common use of Establishment of Securities Account Clause in Contracts

Establishment of Securities Account. The Securities Intermediary hereby confirms that (i) the Securities Intermediary has established account number [identify account number] in the name “Access Integrated Technologies, Inc.” (such account and any successor account the “Securities Account”), (ii) the Securities Account is a “securities account” as such term is defined in §8-501(a) of the UCC, (iii) the Securities Intermediary shall, subject to the terms of this Agreement, treat the Debtor as entitled to exercise the rights that comprise any financial asset credited to the account, (iv) all property delivered to the Securities Intermediary pursuant to the Guarantee and Collateral Agreement will be promptly credited to the Securities Account, and (v) all securities or other property underlying any financial assets credited to the Securities Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Securities Account be registered in the name of the Debtor, payable to the order of the Debtor or specially indorsed to the Debtor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank.

Establishment of Securities Account. The Securities Intermediary hereby confirms that (i) the Securities Intermediary has established an account, identified by account number [identify account number] ______________ and in the name “Access Integrated Technologiesof "State Street Bank and Trust Company of Missouri, N.A., as Escrow Agent/Escrow Account pledged by Golden Sky Systems Inc.” , to State Street Bank and Trust Company of Missouri, N.A., as Trustee" (such account and any successor account the “"Securities Account”)") has been established with and is held by the Securities Intermediary, (ii) the Securities Account is a “"securities account” " as such term is defined in §Section 8-501(a) of the UCC, (iii) the Securities Intermediary shall, subject to the terms of this Agreement, shall treat the Debtor Escrow Agent as entitled to exercise the rights that comprise any financial asset credited to the accountSecurities Account, (iv) all property delivered to the Securities Intermediary pursuant to the Guarantee Escrow Agreement and Collateral Agreement required by the terms thereof to be credited to the Securities Account will be promptly credited to the Securities Account, and (v) all securities (or other investment property or financial assets credited into the Securities Account) underlying any financial assets credited to the Securities Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary Intermediary, and in no case will any financial asset credited to the Securities Account be registered in the name of the Debtor, payable to the order of the Debtor or specially indorsed to the Debtor (except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank).

Establishment of Securities Account. The Company hereby directs the Securities Intermediary to establish, and the Securities Intermediary hereby does establish, a securities account to be maintained by the Securities Intermediary as a securities intermediary in the name of "Source Media, Inc., Pledge Security Account, subject to the lien of U.S. Trust Company of Texas, N.A., as Trustee", (such account and any successor account the "Securities Account"). The Securities Intermediary hereby confirms and agrees that (i) the Securities Intermediary has established the Securities Account with account number [identify account number] in the name “Access Integrated Technologies, Inc.” (such account and any successor account the “Securities Account”)7000000, (ii) the Securities Account is an account to which a “securities account” financial asset (as such term is defined in §Section 8-501(a102(a)(9) of the UCC) is or may be credited in accordance with this Securities Account Control Agreement and the Security Agreement, (iii) any item of property (whether U.S. Government Securities or investment property, financial asset, security, instrument or cash, as each such term is defined in the Securities Intermediary shall, subject to the terms of this Agreement, treat the Debtor as entitled to exercise the rights that comprise any financial asset credited to the account, (ivUCC) all property delivered to the Securities Intermediary pursuant to the Guarantee and Collateral Agreement will be promptly credited to the Securities AccountAccount shall be treated as a financial asset (within the meaning of Section 8-102(a)(9) of the UCC), and (viv) all securities or other property underlying any financial assets credited to the Securities Account shall be registered in the name of the Securities Intermediary, indorsed endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Securities Account be registered in the name of the DebtorCompany, payable to the order of the Debtor Company or specially indorsed endorsed to the Debtor Company except to the extent the foregoing have been specially indorsed endorsed to the Securities Intermediary or in blank, (v) for the purposes hereof "financial assets" shall include uninvested cash and U.S Government Securities, (vi) the Securities Account is a "securities account" as such term is defined in Section 8-501(a) of the UCC maintained on the books of the Securities Intermediary in the name of "Source Media, Inc., Pledge Securities Account, subject to the lien of U.S. Trust Company of Texas, N.A., as Trustee" and all property delivered to the Securities Intermediary pursuant to this Securities Account Control Agreement or the Security Agreement will be promptly credited to the Securities Account; (vii) the Company has deposited 288,200 shares of Common Stock of Liberate Technologies, Inc. (the "Liberate Stock") and $5,086,718.18 into the Securities Account; (viii) for the avoidance of doubt, the Securities Account and the financial assets carried therein including, without limitation, the Liberate Stock and any proceeds thereof , shall constitute Collateral for all purposes of the Security Agreement; (ix) the Securities Intermediary shall not change the name or account number of the Securities Account without the prior written consent of the Company and the Secured Party; and (x) the Securities Intermediary shall promptly deliver copies of all statements, confirmations and other correspondence concerning the Securities Accounts and/or any financial assets credited thereto simultaneously to each of the Company and the Secured Party at the address for each set forth in Section 9 of this Securities Account Control Agreement.

Establishment of Securities Account. The Securities Intermediary hereby confirms that (i) the Securities Intermediary has established account number [identify account number] 615878 in the name “Access Integrated Technologies, Inc.” Debtor (such account and any successor account account, the “Securities Account”), (ii) the Securities Account is a “securities account” as such term is defined in §Section 8-501(a) of the UCC, (iii) pursuant to that the Security Agreement, Secured Party has a security interest in Debtor’s right, title and interest in and to such Securities Account and all cash balances, securities, instruments, investment property and financial assets maintained therein from time to time (collectively, “Collateral”) and all securities entitlements relative thereto, (iv) the Securities Intermediary shall, subject to the terms of this Agreement, treat the Debtor Secured Party as entitled to exercise the rights that comprise relating to any financial asset Collateral credited to the accountSecurities Account, (ivv) all property delivered to the Securities Intermediary pursuant to the Guarantee and Collateral Security Agreement will be promptly credited to the Securities AccountAccount and become Collateral, and (vvi) all securities or other property underlying any financial assets Collateral credited to the Securities Account shall be registered in the name of the Securities IntermediarySecured Party, indorsed endorsed to the Securities Intermediary Secured Party or in blank or credited to another securities account maintained in the name of the Securities Intermediary blank, and in no case will any financial asset Collateral credited to the Securities Account be registered in the name of the Debtor, payable to the order of the Debtor or specially indorsed endorsed to the Debtor except to the extent the foregoing have been specially indorsed endorsed to the Securities Intermediary Secured Party or in blank.

Establishment of Securities Account. The Securities Intermediary hereby confirms that (i) the Securities Intermediary has established account number [identify account number] 615878 in the name “Access Integrated Technologies, Inc.” Debtor (such account and any successor account account, the “Securities Account”), (ii) the Securities Account is a “securities account” as such term is defined in §Section 8-501(a) of the UCC, (iii) pursuant to that the Security Agreement, Secured Party has a security interest in Debtor’s right, title and interest in and to such Securities Account and all cash balances, securities, instruments, investment property and financial assets maintained therein from time to time, including any Additional Collateral Amount (as defined in the Security Agreement) deposited into the Securities Account at any time (collectively, “Collateral”) and all securities entitlements relative thereto, (iv) the Securities Intermediary shall, subject to the terms of this Agreement, treat the Debtor Secured Party as entitled to exercise the rights that comprise relating to any financial asset Collateral credited to the accountSecurities Account, (ivv) all property delivered to the Securities Intermediary pursuant to the Guarantee and Collateral Security Agreement will be promptly credited to the Securities AccountAccount and become Collateral, and (vvi) all securities or other property underlying any financial assets Collateral credited to the Securities Account shall be registered in the name of the Securities IntermediarySecured Party, indorsed endorsed to the Securities Intermediary Secured Party or in blank or credited to another securities account maintained in the name of the Securities Intermediary blank, and in no case will any financial asset Collateral credited to the Securities Account be registered in the name of the Debtor, payable to the order of the Debtor or specially indorsed endorsed to the Debtor except to the extent the foregoing have been specially indorsed endorsed to the Securities Intermediary Secured Party or in blank.

Establishment of Securities Account. The Securities Intermediary hereby confirms that (i) the Securities Intermediary has established account number [identify account number] _______ in the name “Access Integrated Technologiesof the Collateral Agent, Inc.” as agent and custodian of the U.K. Company and the Trust (such account and any successor account the “"Securities Account”"), (ii) the Securities Account is a “"securities account” " as such term is defined in §Section 8-501(a) of the UCC, (iii) the Securities Intermediary shall, subject to the terms of this Agreement, treat the Debtor Trust as entitled to exercise the rights that comprise any financial asset credited to the account, (iv) all property delivered to the Securities Intermediary pursuant to the Guarantee and Collateral Security Agreement will be promptly credited to the Securities Account, and (v) all securities or other property underlying any financial assets credited to the Securities Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Securities Account be registered in the name of the DebtorPledgors, payable to the order of the Debtor Pledgors or specially indorsed endorsed to the Debtor Pledgors except to the extent the foregoing have been specially indorsed endorsed to the Securities Intermediary or in blank.

Establishment of Securities Account. The Securities Intermediary hereby confirms that (i) the Securities Intermediary has established account number [identify account number] in the name “Access Integrated Technologies, Inc.” those accounts set forth on Schedule 1 attached hereto (such account accounts and any successor account accounts the “Securities Account”"Accounts"), (ii) the Securities Intermediary has terminated those accounts set forth on Schedule 2 attached hereto, (iii) each Account is a “"securities account” " as such term is defined in §ss. 8-501(a) of the UCC, (iiiiv) the Securities Intermediary shall, subject to the terms of this Agreement, treat the Debtor as entitled to exercise the rights that comprise any financial asset credited to the accountAccounts, (ivv) all property delivered to the Securities Intermediary pursuant to the Guarantee and Collateral OPNY Deposit Account Agreement or any other OPNY Financing Document will be promptly credited to the Securities AccountAccounts, and (vvi) all securities or other property underlying any financial assets credited to the Securities Account Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Securities any Account be registered in the name of the Debtor, payable to the order of the Debtor or specially indorsed to the Debtor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank.

Establishment of Securities Account. The Securities Intermediary hereby confirms that (i) the Securities Intermediary has established account number [identify account number[ ] in the name “Access Integrated Technologies"[ ], Inc.” subject to the security interest of The Bank of New York, as Trustee" (such account and any successor account account, the “"Securities Account”)") and the Securities Intermediary shall not change the name or account number of the Securities Account without the prior written consent of the Secured Party, (ii) the Securities Account is a “"securities account” " as such term is in defined in §Section 8-501(a) of the UCC, (iii) the Securities Intermediary shall, subject to the terms of this Agreement, treat the Debtor Secured Party as entitled to exercise the rights that comprise any financial asset credited to the account, (iv) all property delivered to the Securities Intermediary pursuant to the Guarantee and Collateral Pledge Agreement will be promptly credited to the Securities Account, and (v) all securities or other property underlying any financial assets credited to the Securities Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Securities Account be registered in the name of the Debtor, payable to the order of the Debtor or specially indorsed to the Debtor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank.

Establishment of Securities Account. The Securities Intermediary hereby confirms that (i) the Securities Intermediary has established account number [identify account number] in the name “Access Integrated Technologies, Inc.” those accounts set forth on Schedule 1 attached hereto (such account accounts and any successor account accounts, the “Securities Account”"Accounts"), (ii) the Securities Intermediary has terminated those accounts set forth on Schedule 2 attached hereto, (iii) each Account is a “"securities account” " as such term is defined in §Section 8-501(a) of the UCC, (iiiiv) the Securities Intermediary shall, subject to the terms of this Agreement, treat the Debtor as entitled to exercise the rights that comprise any financial asset credited to the accountAccounts, (ivv) all property delivered to the Securities Intermediary pursuant to the Guarantee and Collateral Agreement OPMW Deposit Account Agreement, or any other OPMW Financing Document will be promptly credited to the Securities AccountAccounts, and (vvi) all securities or other property underlying any financial assets credited to the Securities Account Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Securities any Account be registered in the name of the Debtor, payable to the order of the Debtor or specially indorsed to the Debtor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank.

Establishment of Securities Account. The Securities Intermediary hereby confirms that (i) the Securities Intermediary has established account number [identify account number] in the name “Access Integrated Technologies, Inc.” those accounts set forth on Schedule 1 attached hereto (such account accounts and any successor account accounts the “Securities Account”"Accounts"), (ii) the Securities each Account is a “"securities account” " as such term is defined in §ss. 8-501(a) of the UCC, (iii) the Securities Intermediary shall, subject to the terms of this Agreement, treat the Debtor as entitled to exercise the rights that comprise any financial asset credited to the accountAccounts, (iv) all property delivered to the Securities Intermediary pursuant to the Guarantee and Collateral Agreement Deposit Account Agreement, or any other Subsidiary Financing Document will be promptly credited to the Securities AccountAccounts, and (v) all securities or other property underlying any financial assets credited to the Securities Account Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Securities any Account be registered in the name of the Debtor, payable to the order of the Debtor or specially indorsed to the Debtor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank.

Establishment of Securities Account. The Securities Intermediary hereby confirms that (i) the Securities Intermediary has established account number [identify account number*] in the name “Access Integrated TechnologiesFINAME/CH PLEDGE ACCOUNT, Inc.” F/A/O JPMorgan Chase Bank, as Security Deposit Trustee, Ref: Security Deposit Agreement (CH-282SK) dated as of December 27, 2001, Attn: Management (such account and any successor account being referred to as the “Securities Account”"SECURITIES ACCOUNT), (ii) the Securities Account is a “"securities account” " as such term is defined in §Section 8-501(a) of the UCC, (iii) the Securities Intermediary shall, subject to the terms of this Agreement, treat the Debtor Secured Party as entitled to exercise the rights that comprise any financial asset credited to the account, (iv) all property delivered to the Securities Intermediary pursuant to the Guarantee and Collateral Security Deposit Agreement will be promptly credited to the Securities Account, and (v) all securities or other property underlying any financial assets credited to the Securities Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Securities Account be registered in the name of the Debtor, payable to the order of the Debtor or specially indorsed to the Debtor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank.

Establishment of Securities Account. The Securities Intermediary hereby confirms that (i) the Securities Intermediary has established account number [identify account number] 615878 in the name “Access Integrated Technologies, Inc.” Debtor (such account and any successor account account, the “Securities Account”), (ii) the Securities Account is a “securities account” as such term is defined in §Section 8-501(a) of the UCC, (iii) pursuant to that the Security Agreement, Secured Party has a security interest in Debtor’s right, title and interest in and to such Securities Account and all cash balances, securities, instruments, investment property and financial assets maintained therein from time to time, including any Additional Collateral Amount (as defined in the Security Agreement) deposited into the Securities Account at any time and all securities entitlements relative thereto (collectively, “Collateral”), (iv) the Securities Intermediary shall, subject to the terms of this Agreement, treat the Debtor Secured Party as entitled to exercise the rights that comprise relating to any financial asset Collateral credited to the accountSecurities Account, (ivv) all property delivered to the Securities Intermediary pursuant to the Guarantee and Collateral Security Agreement will be promptly credited to the Securities AccountAccount and become Collateral, and (vvi) all securities or other property underlying any financial assets Collateral credited to the Securities Account shall be registered in the name of the Securities IntermediarySecured Party, indorsed endorsed to the Securities Intermediary Secured Party or in blank or credited to another securities account maintained in the name of the Securities Intermediary blank, and in no case will any financial asset Collateral credited to the Securities Account be registered in the name of the Debtor, payable to the order of the Debtor or specially indorsed endorsed to the Debtor except to the extent the foregoing have been specially indorsed endorsed to the Securities Intermediary Secured Party or in blank.