Common use of Establishment of Securities Accounts Clause in Contracts

Establishment of Securities Accounts. The Depositary Bank hereby agrees and confirms that (A) the Depositary Bank has established the Indenture Accounts as set forth in Section 4.1, (B) each Indenture Account is and will be maintained as a "securities account" (within the meaning of Section 8-501 of the UCC), (C) the Trustee 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 Accounts, (D) all 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 an Indenture Account by an appropriate entry in its records in accordance with this 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 any Indenture Account shall be registered in the name of, payable to or to the order of, or endorsed to, the Trustee or in blank, or credited to another securities account maintained in the name of the Trustee, and in no case will any financial asset credited to any Indenture Account be registered in the name of, payable to or to the order of, or endorsed to, the Company except to the extent the foregoing have been subsequently endorsed by the Company to the Depositary Bank or in blank and (F) the Depositary Bank shall not change the name or account number of any Indenture Account without the prior written consent of the Trustee.

Establishment of Securities Accounts. The Depositary Bank hereby agrees and confirms that (A) the Depositary Bank has established the Indenture Accounts as set forth in Section 4.1it will, (B) each Indenture Account is and will be maintained as a "if requested by WSI pursuant to Article II above, establish one or more “securities account" (accounts” within the meaning of Section 8-501 of the UCCCode 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, (Cii) WSI shall be the Trustee is the "“entitlement holder" ” (within the meaning of Section 8-102(a)(7) of the UCCCode) in respect of the "“financial assets" ” (within the meaning of Section 8-102(a)(9) of the UCCCode) credited to each Securities Account, and the Indenture Depositary Bank will treat WSI as entitled to exercise the rights that comprise the financial assets credited to the Securities Accounts, (Diii) WSI shall direct the Depositary Bank with respect to the voting of any financial assets credited to the Securities Accounts, (iv) all property “investment property” (within the meaning of Section 9-102(49) of the Code) delivered to the Depositary Bank pursuant to the Transaction Documents or this Agreement will be held by the Depositary Bank and promptly credited to an Indenture Account the Securities Accounts by an appropriate entry in its records in accordance with this Agreement, (Ev) all "“financial assets" ” (within the meaning of Section 8-102(a)(98102(a)(9) of the UCCCode) in registered form or payable to or to the order of and credited to any Indenture a Securities Account shall be registered in the name of, payable to or to the order of, or endorsed indorsed to, the Trustee Depositary Bank or in blank, or credited to another securities account maintained in the name of the TrusteeDepositary Bank, and in no case will any financial asset credited to any Indenture Securities Account be registered in the name of, payable to or to the order of, or endorsed indorsed to, any of the Company WorldSpace Parties except to the extent the foregoing have been subsequently endorsed indorsed by the Company WSI to the Depositary Bank or to Stonehouse or in blank blank, and (Fvi) the Depositary Bank shall not change the name or account number of any Indenture Securities Account without the prior written consent of the TrusteeStonehouse.

Establishment of Securities Accounts. The Depositary Bank Each Securities Intermediary hereby agrees and confirms that (Ai) the Depositary Bank it has established the Indenture appropriate Security Accounts as set forth in Section 4.1Article II of this Disbursement Agreement, (Bii) each Indenture Security Account is and will be maintained as a "securities account" (within the meaning of Section 8-501 of the UCC), (Ciii) the Trustee Borrower is the "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC) 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 UCC) credited to the Indenture AccountsSecurity Accounts (subject to the security interest of the Administrative Agent), (Div) all property delivered to the Depositary Bank such Securities Intermediary pursuant to the Transaction Loan Documents or this Disbursement Agreement will be held by the Depositary Bank such Securities Intermediary and promptly credited to an Indenture the applicable Security Account by an appropriate entry in its records in accordance with the terms of this Disbursement Agreement, (Ev) 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 any Indenture Account shall the Security Accounts will be registered in the name of, payable to or to the order of, or endorsed to, the Trustee applicable Securities Intermediary or in blank, or credited to another securities account maintained in the name of the Trusteeapplicable 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 Indenture Account the Security Accounts be registered in the name of, payable to or to the order of, or endorsed to, the Company Borrower except to the extent the foregoing have been subsequently endorsed by the Company Borrower to the Depositary Bank applicable Securities Intermediary or in blank blank, and (Fvi) the Depositary Bank shall Securities Intermediary will not change the name or account number of any Indenture Security Account without the prior written consent of the TrusteeAdministrative Agent and Borrower.

Establishment of Securities Accounts. The Depositary Bank hereby confirms and agrees and confirms that that: (Aa) the The Depositary Bank has established the Indenture Accounts as accounts set forth on Schedule I hereto (such accounts and any other successor accounts, collectively, the "Securities Accounts") and the Depositary Bank shall not change the name or account number of any of the Securities Accounts without the prior written consent of the Collateral Agent; (b) All securities or other property underlying any financial assets credited to any of the Securities Accounts shall be registered in Section 4.1the name of the Depositary Bank, 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 of the Securities Accounts be registered in the name of the Debtors, payable to the order of the Debtors or specially indorsed to the Debtors except to the extent the foregoing have been specially indorsed to the Depositary Bank or in blank; (Bc) each Indenture Account is and All property delivered to the Depositary Bank pursuant to the Depositary Agreement will be maintained as promptly credited to the appropriate Securities Account; and (d) Each Securities Account is, and the Depositary Bank will treat each Securities Account as, a "securities account" (within the meaning of as such term is defined in Section 8-501 501-(a) of the UCC). (e) The Depositary Bank shall, subject to the terms of this Agreement, treat the Collateral Agent, for the benefit of the Secured Parties, as (Ci) entitled to exercise the Trustee is rights that comprise any financial asset credited to any of the Securities Accounts and (ii) the "entitlement holder" (within the meaning of Section 8-102(a)(7) 102 of the UCC) in with respect to the Securities Accounts on the books and records of the "financial assets" (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Indenture Accounts, (D) all 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 an Indenture Account by an appropriate entry in its records in accordance with this 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 any Indenture Account shall be registered in the name of, payable to or to the order of, or endorsed to, the Trustee or in blank, or credited to another securities account maintained in the name of the Trustee, and in no case will any financial asset credited to any Indenture Account be registered in the name of, payable to or to the order of, or endorsed to, the Company except to the extent the foregoing have been subsequently endorsed by the Company to the Depositary Bank or in blank and (F) the Depositary Bank shall not change the name or account number of any Indenture Account without the prior written consent of the TrusteeBank.

Establishment of Securities Accounts. (a) The Depositary Bank Debtor hereby directs the Securities Intermediary to establish, and the Securities Intermediary hereby does establish, each of the accounts identified on Schedule I hereof and any sub-accounts created pursuant to Section l(b)(i) herein (such accounts and sub-accounts and any successor accounts and sub-accounts, the “Securities Accounts”), each to be maintained by the Securities Intermediary as a securities intermediary in the name of the Debtor, subject to the lien of the Collateral Agent. (b) The Securities Intermediary hereby confirms and agrees and confirms that that: (Ai) the Depositary Bank has established Securities Intermediary shall not change the Indenture Accounts as set forth in Section 4.1, (B) each Indenture name or account number of any Securities Account is and will be maintained as a "securities account" (within without the meaning of Section 8-501 prior written consent of the UCC)Secured Party; provided, (C) however, that the Trustee is the "entitlement holder" (within the meaning of Section 8Securities Intermediary shall be entitled to establish sub-102(a)(7) accounts of the UCC) in respect Securities Accounts without the prior consent of the "Secured Party; (ii) all securities or other property underlying any financial assets" (within the meaning of Section 8-102(a)(9) of the UCC) assets credited to the Indenture Accounts, (D) all 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 an Indenture Account by an appropriate entry in its records Securities Accounts in accordance with this 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 any Indenture Account Credit Agreement shall be registered in the name ofof the Securities Intermediary, payable to or indorsed to the order of, or endorsed to, the Trustee or Securities Intermediary in blank, blank or credited to another securities account maintained in the name of the Trustee, Securities Intermediary and in no case will any financial asset credited to any Indenture Securities Account be registered in the name ofof the Debtor, payable to the order of the Debtor or specially indorsed to the order of, or endorsed to, the Company Debtor except to the extent the foregoing have been subsequently endorsed specially indorsed to the Custodian or the Securities Intermediary or in blank; (iii) all property delivered to the Securities Intermediary pursuant to the Credit Agreement will be promptly credited to the appropriate Securities Account; (iv) each Securities Account is an account to which financial assets are or may be credited, and 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 account; (v) 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 Debtor and the Secured Party at the address for each set forth in Section 9 of this Agreement; (vi) the Securities Accounts shall be deemed to be “securities accounts” as defined in Section 8-501(a) of the UCC; and (vii) notwithstanding the intent of the parties hereto, to the extent that any Securities Account shall be determined to constitute a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC, the Custodian (A) shall treat the Debtor as the Custodian’s sole “customer” (within the meaning of Section 9-104 of the UCC) with respect to such deposit account, and (B) shall comply with instructions from the Debtor regarding disposition of funds in such deposit account, which may, in each case, be in the form of standing instructions, without any consent by the Company Secured Party or any other Person; provided that, notwithstanding the foregoing, at such time as the Securities Intermediary receives a Notice of Exclusive Control (as defined in Section 3(c)), the Securities Intermediary shall take direction and instruction with respect to such Securities Account solely from the Secured Party. (c) The Debtor and the Securities Intermediary agree to the Depositary Bank or in blank terms and (Fprovisions of Section 8.1(d) the Depositary Bank shall not change the name or account number of any Indenture Account without the prior written consent of the TrusteeCredit Agreement, which terms and provisions are incorporated herein by this reference as if expressly set forth herein. The Securities Intermediary shall be afforded, without duplication and to the extent not inconsistent with Article 8 of the UCC, the same protections and immunities as are afforded the Collateral Agent under the Credit Agreement.

Establishment of Securities Accounts. The Depositary Bank Securities Intermediary hereby agrees and confirms that (Ai) the Depositary Bank Securities Intermediary has established the Indenture Accounts as set forth and defined in Section 4.1the Indenture, (Bii) each Indenture Account is and will be maintained as a "securities account" (within the meaning of Section 8-501 of the UCC), (Ciii) the Trustee 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 Accounts, (Div) all property delivered to the Depositary Bank Securities Intermediary pursuant to the Transaction Indenture or the other Financing Documents or this Agreement will be held by the Depositary Bank Securities Intermediary and promptly credited to an Indenture Account by an appropriate entry in its records in accordance with this Agreementrecords, and (Ev) 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 any Person and credited to any Indenture Account shall be registered in the name of, payable to or to the order of, or endorsed to, the Trustee Securities Intermediary or in blank, or credited to another securities account maintained in the name of the Trustee, and in no case will any financial asset credited to any Indenture Account be registered in the name of, payable to or to the order of, or endorsed to, the Company Issuer, except to the extent the foregoing have been subsequently endorsed by the Company Issuer to the Depositary Bank Securities Intermediary or in blank blank, and (Fvi) the Depositary Bank Securities Intermediary shall not change the name or account number of any Indenture Account without the prior written consent of the Trustee.