Common use of Establishment of Securities Accounts Clause in Contracts

Establishment of Securities Accounts. The Depositary Bank hereby agrees and confirms that it will, if requested by WSI pursuant to Article II above, establish one or more “securities accounts” within the meaning of Section 8-501 of the Code for the purpose of carrying out the instructions of WSI in connection with investments in Permitted Investments (each such account, a “Securities Account”). The parties hereto hereby agree that: (i) each Securities Account will be maintained as a “securities account” within the meaning of Section 8-501 of the Code, (ii) WSI shall be the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the Code) in respect of the “financial assets” (within the meaning of Section 8-102(a)(9) of the Code) credited to each Securities Account, and the Depositary Bank will treat WSI as entitled to exercise the rights that comprise the financial assets credited to the Securities Accounts, (iii) WSI shall direct the Depositary Bank with respect to the voting of any financial assets credited to the Securities Accounts, (iv) all “investment property” (within the meaning of Section 9-102(49) of the Code) delivered to the Depositary Bank will be held by the Depositary Bank and promptly credited to the Securities Accounts by an appropriate entry in its records in accordance with this Agreement, (v) all “financial assets” (within the meaning of Section 8102(a)(9) of the Code) in registered form or payable to or to the order of and credited to a Securities Account shall be registered in the name of, payable to or to the order of, or indorsed to, the Depositary Bank or in blank, or credited to another securities account maintained in the name of the Depositary Bank, and in no case will any financial asset credited to any Securities Account be registered in the name of, payable to or to the order of, or indorsed to, any of the WorldSpace Parties except to the extent the foregoing have been subsequently indorsed by WSI to the Depositary Bank or to Stonehouse or in blank, and (vi) the Depositary Bank shall not change the name or account number of any Securities Account without the prior written consent of Stonehouse.

Establishment of Securities Accounts. The Depositary Bank hereby agrees and confirms that it will(A) the Depositary Bank has established the Indenture Accounts as set forth in Section 4.1, if requested by WSI pursuant to Article II above, establish one or more “(B) each Indenture Account is and will be maintained as a "securities accounts” account" (within the meaning of Section 8-501 of the Code for the purpose of carrying out the instructions of WSI in connection with investments in Permitted Investments (each such account, a “Securities Account”UCC). The parties hereto hereby agree that: (i) each Securities Account will be maintained as a “securities account” within the meaning of Section 8-501 of the Code, (iiC) WSI shall be the “Trustee is the "entitlement holder” " (within the meaning of Section 8-102(a)(7) of the CodeUCC) in respect of the “"financial assets” " (within the meaning of Section 8-102(a)(9) of the CodeUCC) credited to each Securities Account, and the Depositary Bank will treat WSI as entitled to exercise the rights that comprise the financial assets credited to the Securities Indenture Accounts, (iii) WSI shall direct the Depositary Bank with respect to the voting of any financial assets credited to the Securities Accounts, (ivD) all “investment property” (within the meaning of Section 9-102(49) of the Code) property delivered to the Depositary Bank pursuant to the Transaction Documents or this Agreement will be held by the Depositary Bank and promptly credited to the Securities Accounts an Indenture Account by an appropriate entry in its records in accordance with this Agreement, (vE) all “"financial assets” " (within the meaning of Section 8102(a)(98-102(a)(9) of the CodeUCC) in registered form or payable to or to the order of and credited to a Securities any Indenture Account shall be registered in the name of, payable to or to the order of, or indorsed endorsed to, the Depositary Bank Trustee or in blank, or credited to another securities account maintained in the name of the Depositary BankTrustee, and in no case will any financial asset credited to any Securities Indenture Account be registered in the name of, payable to or to the order of, or indorsed endorsed to, any of the WorldSpace Parties Company except to the extent the foregoing have been subsequently indorsed endorsed by WSI the Company to the Depositary Bank or to Stonehouse or in blank, blank and (viF) the Depositary Bank shall not change the name or account number of any Securities Indenture Account without the prior written consent of Stonehousethe Trustee.

Establishment of Securities Accounts. The Depositary Bank Securities Intermediary hereby agrees and confirms that it will(i) the Securities Intermediary has established the Accounts as set forth and defined in the Indenture, if requested by WSI pursuant to Article II above, establish one or more “(ii) each Account is and will be maintained as a "securities accounts” account" (within the meaning of Section 8-501 of the Code for the purpose of carrying out the instructions of WSI in connection with investments in Permitted Investments (each such account, a “Securities Account”UCC). The parties hereto hereby agree that: (i) each Securities Account will be maintained as a “securities account” within the meaning of Section 8-501 of the Code, (iiiii) WSI shall be the “Trustee is the "entitlement holder” " (within the meaning of Section 8-102(a)(7) of the CodeUCC) in respect of the “"financial assets” " (within the meaning of Section 8-102(a)(9) of the CodeUCC) credited to each Securities Account, and the Depositary Bank will treat WSI as entitled to exercise the rights that comprise the financial assets credited to the Securities Accounts, (iii) WSI shall direct the Depositary Bank with respect to the voting of any financial assets credited to the Securities Accounts, (iv) all “investment property” property delivered to the Securities Intermediary pursuant to the Indenture or the other Financing Documents will be held by the Securities Intermediary and promptly credited to an Account by an appropriate entry in its records, and (v) all "financial assets" (within the meaning of Section 98-102(49102(a)(9) of the Code) delivered to the Depositary Bank will be held by the Depositary Bank and promptly credited to the Securities Accounts by an appropriate entry in its records in accordance with this Agreement, (v) all “financial assets” (within the meaning of Section 8102(a)(9) of the CodeUCC) in registered form or payable to or to the order of any Person and credited to a Securities any Account shall be registered in the name of, payable to or to the order of, or indorsed endorsed to, the Depositary Bank Securities Intermediary or in blank, or credited to another securities account maintained in the name of the Depositary Bank, and in no case will any financial asset credited to any Securities Account be registered in the name of, payable to or to the order of, or indorsed endorsed to, any of the WorldSpace Parties Issuer, except to the extent the foregoing have been subsequently indorsed endorsed by WSI the Issuer to the Depositary Bank or to Stonehouse Securities Intermediary or in blank, and (vi) the Depositary Bank Securities Intermediary shall not change the name or account number of any Securities Account without the prior written consent of Stonehousethe Trustee.

Establishment of Securities Accounts. The Depositary Bank Each Securities Intermediary hereby agrees and confirms that (i) it will, if requested by WSI pursuant to has established the appropriate Security Accounts as set forth in Article II aboveof this Disbursement Agreement, establish one or more “(ii) each Security Account is and will be maintained as a "securities accounts” account" (within the meaning of Section 8-501 of the Code for the purpose of carrying out the instructions of WSI in connection with investments in Permitted Investments (each such account, a “Securities Account”UCC). The parties hereto hereby agree that: (i) each Securities Account will be maintained as a “securities account” within the meaning of Section 8-501 of the Code, (iiiii) WSI shall be Borrower is the “"entitlement holder” " (within the meaning of Section 8-102(a)(7) of the CodeUCC) in respect the "security entitlements" (within the meaning of Section 8-102(a)(17) of the “UCC) to the "financial assets” " (within the meaning of Section 8-102(a)(9) of the CodeUCC) credited to each Securities Account, and the Depositary Bank will treat WSI as entitled to exercise the rights that comprise the financial assets credited Security Accounts (subject to the Securities Accounts, (iii) WSI shall direct security interest of the Depositary Bank with respect to the voting of any financial assets credited to the Securities AccountsAdministrative Agent), (iv) all “investment property” (within the meaning of Section 9-102(49) of the Code) property delivered to such Securities Intermediary pursuant to the Depositary Bank Loan Documents or this Disbursement Agreement will be held by the Depositary Bank such Securities Intermediary and promptly credited to the Securities Accounts applicable Security Account by an appropriate entry in its records in accordance with the terms of this Disbursement Agreement, (v) all “"financial assets” " (within the meaning of Section 8102(a)(98-102(a)(9) of the CodeUCC) in registered form or payable to or to the order of and credited to a Securities Account shall the Security Accounts will be registered in the name of, payable to or to the order of, or indorsed endorsed to, the Depositary Bank applicable Securities Intermediary or in blank, or credited to another securities account maintained in the name of the Depositary Bankapplicable Securities Intermediary and if not so registered, payable, endorsed or credited, the applicable Securities Intermediary agrees to hold such financial assets as a bailee for the Administrative Agent, and in no case will any financial asset credited to any Securities Account the Security Accounts be registered in the name of, payable to or to the order of, or indorsed endorsed to, any of the WorldSpace Parties Borrower except to the extent the foregoing have been subsequently indorsed endorsed by WSI Borrower to the Depositary Bank or to Stonehouse applicable Securities Intermediary or in blank, and (vi) the Depositary Bank shall Securities Intermediary will not change the name or account number of any Securities Security Account without the prior written consent of Stonehousethe Administrative Agent and Borrower.