Exhibit 4.3


 


Execution
Version


 



loan
and Security Agreement


 


This Loan
and Security Agreement, dated as of November 26, 2021 (this “Agreement”), is made by and between DISH
Network Corporation, a Nevada corporation (the “Borrower”) and DISH DBS Corporation, a Colorado corporation (the “Lender”).


 


RECITALS


 


WHEREAS,
the Borrower has requested that the Lender extend to Borrower a secured term loan facility consisting of (i) a term loan maturing
on December 1, 2026 (the “Tranche A Term Loan”) and (ii) a term loan maturing on December 1, 2028 (the
 “Tranche B Term Loan”, together with the Trance A Term Loan, the “Secured Loans”), to finance the
potential purchase of wireless spectrum licenses and for general corporate purposes, including the buildout of wireless infrastructure;


 


WHEREAS, subject to the terms
and conditions of this Agreement, the Lender is willing to extend such secured term loan facility to the Borrower; and


 


WHEREAS, the Lender intends
to fund such secured term loan using the proceeds from the issuance and sale of senior secured notes (the “Offering”)
pursuant to that certain Purchase Agreement, dated November 10, 2021 (the “Purchase Agreement”), by and among
the Lender, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Guggenheim Securities, LLC (the “Purchasers”).


 


NOW, THEREFORE, in consideration
of the mutual promises, and of the representations, warranties, and agreements contained herein, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I

Definitions and Interpretation


 


Section 1.1          Definitions.
As used herein, the following terms shall have the meanings specified herein unless the context otherwise requires:


 


“Advance”
shall have the meaning set forth in Section 2.1.


 


“Agreement”
shall have the meaning set forth in the introductory paragraph hereof.


 


“AHYDO” shall
have the meaning set forth in Section 2.3(b).


 


“Bankruptcy Law”
shall mean Title 11, U.S. Code or any similar federal, state or foreign law for the relief of debtors.


 


“Borrower”
shall have the meaning set forth in the introductory paragraph hereof.


 






    	 	 	 



     


    

 


“Business Day”
shall mean any day other than a Saturday, Sunday or other day on which banks in New York City are authorized or required by law to close.


 


“Capital Stock”
means any and all shares, interests, participations, rights or other equivalents, however designated, of corporate stock or partnership
or membership interests, whether common or preferred.


 


“Closing Date”
shall mean the date the Offering is consummated and the Lender receives the disbursement of the net proceeds of the Offering from the
Purchasers in an amount equal to at least $5,229,000,000.


 


“Code” shall
mean the Internal Revenue Code of 1986.


 


“Collateral”
shall have the meaning set forth in Section 5.1.


 


“Control”
shall mean “control,” as such term is defined in Section 9-106 of the UCC.


 


“Control Agreement”
shall mean an agreement in a form and substance that is reasonably satisfactory to the Lender establishing the Lender’s Control
with respect to the Securities Account.


 


“Default Interest”
shall have the meaning set forth in Section 2.3(a).


 


“Entitlement Order”
shall have the meaning assigned to such term in the UCC.


 


“Equity Interests”
means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible
into, or exchangeable for, Capital Stock).


 


“Event of Default”
shall have the meaning set forth in Section 6.1.


 


“Excluded Property”
shall mean:


 


(a)            any
permit or license issued by a Governmental Authority or otherwise to the Borrower or any agreement to which the Borrower is a party or
in which it has an interest, in each case, only to the extent and for so long as (i) the terms of such permit, license or agreement
or any requirement of law applicable thereto, prohibit the creation by the Borrower of a security interest in such permit, license or
agreement in favor of the Lender, (ii) the terms of such permit, license or agreement require any consent not obtained thereunder
in order for the Borrower to create a security interest therein or (iii) the creation by the Borrower of a security interest in such
permit, license or agreement would constitute or result in the abandonment, invalidation or unenforceability of such permit, license or
agreement or breach of, termination of or default under such permit, license or agreement, in each case pursuant to the terms thereof
(after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any
other applicable law (including Bankruptcy Law) or principles of equity);


 






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(b)            any
property or asset only to the extent and for so long as the grant of a security interest in such property or asset is prohibited by any
applicable law, requires a consent not obtained of any Governmental Authority pursuant to applicable law (other than as set forth in Section 7.1)
or requires any other consent pursuant to applicable law not obtained in order for the Borrower to create a security interest therein;


 


(c)            any
Equity Interests of a Foreign Subsidiary to the extent and for so long as the pledge thereof to the Lender would constitute an investment
of earnings in United States property under Section 956 (or a successor provision) of the Code;


 


provided,
however, that Excluded Property shall not include any Proceeds, substitutions or replacements of any Excluded Property referred to in
clauses (a) to (c) (unless such Proceeds, substitutions or replacements would constitute Excluded Property referred to in clauses
(a) to (c)).


 


“Fair Market Value”
shall mean the fair market value as determined by an independent third-party valuation selected by the Borrower and subject to the approval
of the Lender (such approval not to be unreasonably withheld) as of the date of such determination; provided that where Fair Market
Value is determined under this Agreement in connection with (i) an acquisition of an FCC License in an FCC spectrum auction by the
Borrower or one of its subsidiaries other than the Lender and its subsidiaries or (ii) the acquisition, transfer, sale, conveyance,
assignment or disposition of an FCC License in a bona-fide transaction with a third party, such Fair Market Value shall be the
all-in cost paid to acquire such FCC Licenses.


 


“FCC” shall
mean the Federal Communications Commission, including without limitation a bureau or division thereof acting under delegated authority,
and any substitute or successor agency.


 


“FCC Licenses”
shall mean licenses, authorizations and permits for wireless terrestrial service, including without limitation commercial mobile service,
held or to be held by the Borrower or the Borrower’s Subsidiaries which are issued from time to time by the FCC.


 


“Financial Asset”
shall have the meaning assigned to such term in the UCC.


 


“Foreign Subsidiary”
shall mean (i) any entity organized outside the United States of America, that is treated as a corporation for United States federal
income tax purposes, (ii) any entity treated as a disregarded entity or partnership for United States federal income tax purposes
that owns an interest in a Foreign Subsidiary or (iii) any entity treated as a corporation for United States federal income tax purposes
that owns an interest in a Foreign Subsidiary and does not own any material assets other than interests in Foreign Subsidiaries.


 






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“Governmental Authority”
shall mean any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory
body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government, including the FCC and any supra-national bodies (such as the European
Union or the European Central Bank).


 


“Indebtedness”
shall mean, with respect to any Person, any indebtedness of such Person, whether or not contingent, in respect of borrowed money or evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or representing
the balance deferred and unpaid of the purchase price of any property (including pursuant to finance leases) or representing any hedging
obligations, except any such balance that constitutes an accrued expense or trade payable, if and to the extent any of the foregoing (other
than hedging obligations) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP, and also includes,
to the extent not otherwise included, the amount of all obligations of such Person with respect to the redemption, repayment or other
repurchase of any disqualified stock or, with respect to any Subsidiary of such Person, the liquidation preference with respect to, any
preferred equity interests (but excluding, in each case, any accrued dividends) as well as the guarantee of items that would be included
within this definition.


 


“Interest Payment Date”
shall mean June 1 and December 1 of each year, starting on June 1, 2022.


 


“Interest Period”
shall mean (a) the period commencing on and including the Closing Date and ending on but excluding the immediately subsequent Interest
Payment Date and (b) subsequently, each period commencing on and excluding the last day of the previous Interest Period for such
Loan and ending on but excluding the immediately subsequent Interest Payment Date.


 


“Interest Rate”
shall mean (a) for any portion of the outstanding principal amount of a Secured Loan which the Borrower elects pursuant to Section 2.3(b) to
pay in cash (i) the rate per annum equal to 5.50% for the Tranche A Term Loan and (ii) the rate per annum equal to 6.00% for
the Tranche B Term Loan and (b) for any portion of the outstanding principal amount of a Secured Loan which the Borrower elects pursuant
to Section 2.3(b) to pay in kind (i) the rate per annum equal to 6.00% for the Tranche A Term Loan and (ii) the
rate per annum equal to 6.50% for the Tranche B Term Loan, in each case for the applicable Interest Period.


 


“Lender”
shall have the meaning set forth in the introductory paragraph hereof.


 


“Lien” shall
mean, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement,
any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to
give any financing statement under the UCC (or equivalent statute) of any jurisdiction).


 






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“Maturity Date”
shall mean, (i) with respect to the Tranche A Term Loan, December 1, 2026, and with respect to the Tranche B Term Loan, December 1,
2028 or (ii) the date on which the outstanding principal amount of all Secured Loans under this Agreement has been declared, or automatically
has become, due and payable (whether by acceleration or otherwise).


 


“Offering”
shall have the meaning set forth in the recitals hereto.


 


“Permitted Liens”
means:


 


(a)            Liens
to secure the performance of statutory obligations, surety or appeal bonds or performance bonds, or landlords’, carriers’,
warehousemen’s, mechanics’, suppliers’, materialmen’s or other like Liens, in any case incurred in the ordinary
course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate process of law, if a
reserve or other appropriate provision, if any, as is required by GAAP, shall have been made therefor; and


 


(b)            Liens
for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate
proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as shall be
required in conformity with GAAP shall have been made therefor.


 


“Person”
shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, or other
entity.


 


“Pledged Licenses”
shall mean the FCC Licenses set forth on Schedule A hereto, as amended from time to time in accordance with this Agreement.


 


“Pledged Securities”
shall mean the issued and outstanding Equity Interests of Wholly Owned Subsidiaries owned by the Borrower set forth on Schedule B
hereto.


 


“Proceeds”
shall have the meaning assigned to such term in the UCC.


 


“Purchase Agreement”
shall have the meaning set forth in the recitals hereto.


 


“Purchasers”
shall have the meaning set forth in the recitals hereto.


 


“SEC” shall
mean the Securities and Exchange Commission.


 


“Secured Loans”
shall have the meaning set forth in the recitals hereto.


 


“Secured Notes”
shall mean the $2,750,000,000 aggregate principal issue amount of 5.25% Senior Secured Notes due 2026 and the $2,500,000,000 aggregate
principal issue amount of 5.75% Senior Secured Notes due 2028 of the Lender issued pursuant to that certain Secured Indenture, dated as
of November 26, 2021, by and between U.S. Bank National Association, as trustee and collateral agent (the “Trustee”)
and the Lender (the “Indenture”).


 






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“Secured Obligations”
shall mean all (i) obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including,
without limitation, all interest, fees and expenses that accrue after the commencement of any case, proceeding or other action relating
to the bankruptcy, insolvency, reorganization or similar proceeding of the Borrower at the rate provided for in the respective documentation,
whether or not such claim for post-petition interest, fees and expenses is allowed in any such proceeding)) owing to the Lender under
this Agreement and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in this
Agreement, (ii) any and all sums advanced by the Lender in accordance with this Agreement in order to preserve the Collateral or
preserve its security interest in, or Lien on, the Collateral and (iii) in the event of any proceedings for the collection or enforcement
of any indebtedness, obligations or liabilities of the Borrower referred to in clause (i) above, the reasonable expenses of retaking,
holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Lender
of its rights hereunder, together with reasonable attorneys’ fees and expenses and court costs.


 


“Securities Account”
shall mean the “securities account”, as such term is defined in the UCC, held by the Borrower at the Securities Account Brokerage
in which the initial proceeds of the Secured Loans are deposited.


 


“Securities Account
Brokerage” shall mean the financial institution in which the Securities Account is maintained.


 


“Security Entitlement”
shall have the meaning assigned to such term in the UCC.


 


“Subsidiary”
means, with respect to any Person, any corporation, association or other business entity of which more than 50% of the total voting power
of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries
of such Person or a combination thereof.


 


“Tranche A Term Loan”
shall have the meaning set forth in the recitals hereto.


 


“Tranche B Term Loan”
shall have the meaning set forth in the recitals hereto.


 


“UCC” shall
mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time,
if by reason of mandatory provisions of law, any or all of the perfection or priority of the Lender’s security interest in any item
or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York,
the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes
of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.


 






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“Wholly Owned Subsidiary”
means, with respect to any Person, any Subsidiary all of the outstanding voting stock (other than directors’ qualifying shares)
of which is owned by such Person, directly or indirectly.


 


Section 1.2          Interpretation.
For all purposes of this Agreement, except as otherwise expressly provided:


 


(a)            words
denoting the singular include the plural and words denoting the masculine gender include the feminine (and vice versa);


 


(b)            any
reference to an “Article” or “Section” refers to an Article or Section of this Agreement;


 


(c)            the
words “herein”, “hereof”, “hereto” and “hereunder” and other
words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision of this
Agreement;


 


(d)            any
reference to a “party” refers to a party to this Agreement and any reference to any party to this Agreement or any
other document or agreement shall include its successors and permitted assigns;


 


(e)            any
reference to a “day”, “month” or “year” refers to a calendar day, month or year,
respectively;


 


(f)            any
payment date provided for in this Agreement that falls on a day that is not a Business Day shall be the first following day that is a
Business Day;


 


(g)            the
words “include”, “includes” or “including” as used in this Agreement shall be
deemed to be followed by the words “without limitation”;


 


(h)            all
references to “$” or “Dollars” are to the lawful currency of the United States of America;


 


(i)             all
references to this Agreement or any other agreement or instrument shall be deemed to be to this Agreement or such other agreement or instrument
as amended, modified, supplemented, restated or replaced from time to time;


 


(j)             all
references to any statute shall be deemed to be to such statute as amended, modified, supplemented, restated or replaced from time to
time (and shall be deemed to include any rules and regulations promulgated under such statute), and all references to any section
of any statute shall be deemed to include any successor to such section;


 


(k)            all
references to any copy of any document are to a true, correct and complete copy thereof (including all annexes, exhibits, schedules and
attachments thereto); and


 






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(l)             the
various headings contained herein are for reference purposes only and do not limit or otherwise affect any of the provisions hereof.


 


ARTICLE II

Secured Loans


 


Section 2.1          Secured
Loans. Subject to the terms and conditions set forth herein (including the conditions set forth in Sections 3.1 and 3.2),
the Lender shall make advances (each an “Advance”) to the Borrower, from time to time from and after the Closing Date,
as the Borrower may request in writing, which shall be deposited into the Securities Account, and the Lender will record such Advance
on Schedule C hereto promptly upon the funding of such Advance. Once funded, each Advance shall form part of the Tranche A Term
Loan or the Tranche B Term Loan as indicated on Schedule C hereto.


 


Section 2.2          Repayment
of Secured Loans. The outstanding balance of each Secured Loan will be due and payable (together with any accrued and unpaid interest
thereon) on the applicable Maturity Date.


 


Section 2.3          Interest
on Secured Loans.


 


(a)            On
each Interest Payment Date, the Borrower agrees to pay to the Lender all accrued and unpaid interest in arrears on the outstanding principal
amount under the applicable Secured Loan for the applicable Interest Period at the applicable Interest Rate, in accordance with Section 2.3(b).
While an Event of Default exists or after acceleration, at the option of the Lender, the Borrower shall pay interest on the Secured Loans
(“Default Interest”) at the applicable Interest Rate, plus an additional 2% per annum.


 


(b)            For
any Interest Period ending on or before the date that is three years after the Closing Date, the Borrower may elect to pay interest owing
on all or a portion of the outstanding principal amount under a Secured Loan for such Interest Period in kind by delivering a notice to
the Lender prior to the applicable Interest Payment Date for such Interest Period which notice shall specify that portion of the outstanding
principal amount for which the Borrower elects to pay interest in kind for such Interest Period and otherwise in a form reasonably acceptable
to the Lender; provided that (i) any such interest paid in kind shall be added to the principal amount of the applicable Secured
Loan and shall thereafter bear interest as set forth herein, (ii) for any Interest Period ending on or after the date that is two
years after the Closing Date, the Borrower may not elect to pay interest in kind on more than 50% of the outstanding principal amount
of the applicable Secured Loan at such time and (iii) notwithstanding any other provisions of this Agreement, on any Interest Payment
Date on or after any Interest Period that ends after the date that is five years after the Closing Date, the Borrower shall also pay a
minimum amount of accrued and unpaid interest on any Secured Loan (including any interest paid in kind) in cash as shall be necessary
to ensure that such Secured Loan shall not be considered “applicable high yield discount obligations” (“AHYDOs”)
within the meaning of Section 163(i) of the Code, or any successor provision. If definitive guidance is published by the Internal
Revenue Service clarifying the application of the AHYDO rules in such a way that would require lesser payments than those described
in clause (iii) of the immediately preceding sentence, the amounts of the payments required by such clause (iii) shall be reduced
or eliminated to the greatest extent that would permit the Secured Loans to be exempt from treatment as AHYDOs under such guidance. For
any Interest Period ending after the date that is three years after the Closing Date, the Borrower must make all interest payments in
cash.


 






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Section 2.4          Computation
of Interest and Fees. All computations of interest shall be made by the Lender on the basis of a 360-day year of twelve 30-day months.
Each determination by the Lender of an interest amount hereunder shall be made in good faith and, except for manifest error, shall be
final, conclusive and binding for all purposes.


 


Section 2.5          Voluntary
Prepayments. The Borrower may from time to time prepay all or any portion of the outstanding principal amount owed under a Secured
Loan without premium, penalty or break costs upon prior notice of such prepayment; provided that the Lender shall not directly
use any such prepaid amounts to make a cash dividend or distribution to the Borrower prior to the repayment in full of such Secured Loan.


 


Section 2.6          Payments
Generally. All payments under this Agreement to the Lender shall be made on the date when due as reasonably directed by the Lender,
from time to time. Any and all payments made by the Borrower to the Lender shall be made without deduction or withholding for any taxes,
except as required by applicable law.


 


ARTICLE III

Conditions Precedent to Secured Loans


 


Section 3.1          Conditions
to Effectiveness. The effectiveness of this Agreement is subject to the satisfaction (or waiver) of the following conditions:


 


(a)            The
Lender shall have received (i) a signed counterpart of this Agreement signed by the Borrower, (ii) signed counterparts to the
Control Agreement signed by the Borrower and the Securities Account Brokerage and (iii) a copy of all necessary UCC-1 financing statements
in respect of security interests granted by the Borrower for filing in all applicable jurisdictions, in each case, in recordable form;
and


 


(b)            The
Offering shall have been consummated and the Lender shall have received the disbursement of the net proceeds of the Offering from the
Purchasers, in an aggregate amount equal to at least $5,229,000,000.


 






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Section 3.2          Conditions
to Borrowing. The obligation of the Lender to honor any request for an Advance pursuant to Section 2.1 is subject
to the satisfaction (or waiver) of the following conditions:


 


(a)            The
representations and warranties of the Borrower contained in Article IV shall be true and correct in all material respects
on and as of the date of such Advance.


 


(b)            No
Event of Default shall exist on the date of such Advance or would be reasonably expected to result from such Advance or from the application
of the proceeds thereof.


 


ARTICLE IV

Representations, Warranties and Covenants


 


The Borrower represents, warrants
and covenants to the Lender, on the date hereof, as set forth below.


 


Section 4.1          Due
Organization; Authority. The Borrower (a) is duly organized or formed, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and (b) has all requisite corporate and other power and authority to (i) own its
assets and carry on its business and (ii) execute, deliver and perform its obligations under this Agreement.


 


Section 4.2          Binding
Effect. This Agreement constitutes a valid and binding obligation, enforceable against the Borrower in accordance with its terms subject
to applicable bankruptcy, insolvency, fraudulent transfer and similar laws affecting creditors’ rights generally and to general
principles of equity.


 


Section 4.3          No
Conflicts or Default. The execution, delivery and performance of this Agreement by the Borrower does not and will not result in a
breach or violation of, or constitute a default under, any of the terms and provisions of its organizational documents, any law applicable
to the Borrower or any material agreement to which the Borrower is a party.


 


Section 4.4          Title.
Except for the security interest granted to the Lender pursuant to this Agreement and Permitted Liens, the Borrower owns and has rights
and, as to Collateral acquired by it from time to time after the date hereof, will own and have rights in each item of Collateral pledged
by it hereunder, free and clear of any and all Liens or claims of others, other than Permitted Liens.


 


Section 4.5          Validity
of Security Interest. The security interest in and Lien on the Collateral granted to the Lender hereunder constitutes (a) a legal
and valid security interest in all the Collateral securing the payment of the Secured Obligations, and (b) subject to necessary filings
and other actions, a perfected security interest in all the Collateral. The security interest and Lien granted to the Lender pursuant
to this Agreement in and on the Collateral will at all times constitute a perfected, continuing security interest therein, prior to all
other Liens on the Collateral except for Permitted Liens.


 






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Section 4.6          Transfer
of Collateral; Permitted Ordinary Course Activities with Respect to Collateral.


 


(a)            There
is no agreement, order, judgment or decree, and the Borrower shall not enter into any agreement or take any other action (other than in
accordance with Section 7.1 or as required by law), that would restrict the transferability of any of the Collateral or otherwise
impair or conflict with the Borrower’s obligations or the rights of the Lender hereunder. The Borrower shall not sell, convey, assign
or otherwise dispose of, or grant any option with respect to, any of the Collateral pledged by it hereunder except as expressly permitted
by this Agreement.


 


(b)            So
long as no Event of Default under this Agreement is ongoing or would result therefrom, the Borrower may:


 


(i) 
transfer, sell, convey, assign, or otherwise dispose of any Pledged License or Pledged Securities (including amending Schedule
A or Schedule B, as applicable, to remove any FCC License as a Pledged License or any Equity Interest as a Pledged Security),
provided that (x) the Borrower shall (1) receive in exchange for any such transfer, sale, conveyance, assignment or disposition,
FCC Licenses, or cash (in each case, other than any Excluded Assets), with a Fair Market Value equal to the Fair Market Value of the Pledged
License or Pledged Securities so transferred, sold, conveyed, assigned or disposed and concurrently amend Schedule A hereto to
designate any such acquired FCC License as a Pledged License hereunder, (2) concurrently amend Schedule B hereto to designate
as Pledged Securities Equity Interests held by the Borrower in any Wholly Owned Subsidiary (other than any Equity Interests which would
constituted Excluded Assets), the sole assets of which are FCC Licenses with a Fair Market Value equal to the Fair Market Value of any
Pledged License or Pledged Securities so transferred, sold, conveyed, assigned or disposed, and take such other steps as may be required
by this Agreement to perfect the security interest granted in such Equity Interests or (3) cause any Subsidiary of the Borrower to
enter into a guarantee and pledge agreement, in a form reasonably acceptable to the Lender, guaranteeing the Borrower’s obligations
under this Agreement and pledging FCC Licenses equivalent in Fair Market Value to the Fair Market Value of the Pledged License or Pledged
Securities so transferred, sold, conveyed, assigned or disposed and (y) any cash Proceeds from any such transfer, sale, conveyance,
assignment or disposition shall be deposited into the Securities Account;


 






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(ii) 
make cash payments (including in connection with (x) acquisitions of FCC Licenses, through FCC spectrum auctions or from a
third party, (y) investments in the Borrower’s wireless business, including wireless infrastructure or (z) the scheduled
repayment of Indebtedness) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise
prohibited by this Agreement; provided that the Borrower shall in connection with the foregoing, (1) concurrently amend Schedule
A hereto to designate as Pledged Licenses hereunder additional FCC Licenses with a Fair Market Value equal to the amount of cash paid
pursuant to this Section 4.6(b)(ii), (2) concurrently amend Schedule B hereto to designate as Pledged Securities
Equity Interests held by the Borrower in any Wholly Owned Subsidiary, the sole assets of which are FCC Licenses with a Fair Market Value
equal to the amount of cash paid pursuant to this Section 4.6(b)(ii), and take such other steps as may be required by this
Agreement to perfect the security interest granted in such Equity Interests, (3) cause any Subsidiary of the Borrower to enter into
a guarantee and pledge agreement, in a form reasonably acceptable to the Lender, guaranteeing the Borrower’s obligations under this
Agreement and pledging FCC Licenses equivalent in Fair Market Value to any such cash payments or (4) transfer cash to the Securities
Account in an amount equal to any such cash payments; and


 


(iii) 
invest any cash that is at any time part of the Collateral, and transfer, sell, convey, assign or otherwise dispose of such investments,
in the ordinary course of business consistent with the Borrower’s past practice with respect to cash management; provided
that (x) any such investments shall be held in the Securities Account and (y) any Proceeds from such investments, including
the transfer, sale, conveyance, assignment or disposition thereof, shall be deposited into the Securities Account.


 


Section 4.7          Limitation
on Liens; Non-Impairment of Security Interest. The Borrower shall not, directly or indirectly, create, incur, assume or suffer to
exist any Lien on any property or assets included within the Collateral now owned or hereafter acquired, or on any income or profits therefrom
or assign or convey any right to receive income therefrom, except Liens securing the Secured Loans or Permitted Liens. Subject to the
rights of the holders of Permitted Liens, the Borrower will not, take or knowingly omit to take, any action which action or omission could
reasonably be expected to have the result of materially impairing the Lien with respect to the Collateral, in favor of the Lender; provided
that this Section 4.7 shall not prohibit the release of Collateral pursuant to Section 5.6.


 


Section 4.8          Defense
of Claims. The Borrower shall, at its own cost and expense, defend title to the Collateral pledged by it hereunder and the security
interest therein and Lien thereon granted to the Lender and the priority thereof against all claims and demands of all Persons, at its
own cost and expense, at any time claiming any interest therein adverse to the Lender other than Permitted Liens.


 


Section 4.9          Other
Financing Statements. The Borrower has not filed, nor authorized any third party to file (nor will there be), any valid or effective
financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) covering or
purporting to cover any interest of any kind in the Collateral, except such as have been filed in favor of the Lender pursuant to this
Agreement or in favor of any holder of a Permitted Lien with respect to such Permitted Lien or financing statements. The Borrower shall
not execute, authorize or permit to be filed in any public office any financing statement (or similar statement, instrument of registration
or public notice under the law of any jurisdiction) relating to any Collateral, except financing statements and other statements and instruments
filed or to be filed in respect of and covering the security interests granted by the Borrower to the holder of the Permitted Liens.


 






    	 	-12-	 



     


    

 


Section 4.10          Consents, etc.
In the event that the Lender desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this
Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other Person therefor,
then, upon the reasonable request of the Lender, the Borrower agrees to use its commercially reasonable efforts to assist and aid the
Lender to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers;
provided, however, that such commercially reasonable efforts shall not require the Borrower to make out-of-pocket expenditures
(other than reasonable attorney’s fees and expenses and any other reasonable and customary costs required to obtain such necessary
approvals or consents, but specifically excluding the payment of any consideration or other compensation to any Person).


 


Section 4.11          Delivery
of Certificated Pledged Securities. The Borrower hereby agrees that all certificates, agreements or instruments representing or evidencing
Pledged Securities designated by the Borrower as Pledged Securities on Schedule B hereto pursuant to Section 4.6(b) after
the date hereof shall promptly (but in any event within 30 days after such designation by the Borrower) be delivered to and held by or
on behalf of the Lender pursuant hereto. All certificated Pledged Securities shall be in suitable form for transfer by delivery or shall
be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the
Lender.


 


Section 4.12          Perfection
of Uncertificated Pledged Securities. The Borrower hereby agrees that if any of the Pledged Securities are at any time not evidenced
by certificates of ownership, then the Borrower shall, to the extent permitted by applicable law, (i) cause the issuer of such Pledged
Securities to execute and deliver to the Lender an acknowledgment of the pledge of such Pledged Securities, in a form reasonably satisfactory
to the Lender, (ii) if necessary to perfect a security interest in such Pledged Securities, use commercially reasonable efforts to
cause such pledge to be recorded on the equityholder register or the books of the issuer, execute any customary pledge forms or other
documents necessary or appropriate to complete the pledge and give the Lender the right to transfer such Pledged Securities under the
terms hereof upon an Event of Default, and (iii) after the occurrence and during the continuance of any Event of Default, upon the
reasonable request of the Lender, cause (A) the organizational documents of each issuer of such Pledged Securities to be amended
to provide that such Pledged Securities shall be treated as “securities” for purposes of the UCC and (B) such Pledged
Securities to become certificated and delivered to the Lender in accordance with the provisions of Section 4.11.


 






    	 	-13-	 



     


    

 


Section 4.13          Voting
Rights.


 


(a)            So
long as no Event of Default shall have occurred and be continuing, the Borrower shall be entitled to exercise any and all voting and other
consensual rights pertaining to the Pledged Securities or any part thereof for any purpose not inconsistent with the terms or purposes
hereof; provided, however, that the Borrower shall not in any event exercise such rights in any manner which could reasonably be
expected to have a material adverse effect on the ability of the Borrower to satisfy their obligations under this Agreement or on the
Lender’s ability to exercise its rights and remedies under this Agreement.


 


(b)            So
long as no Event of Default shall have occurred and be continuing, the Lender shall be deemed without further action or formality to have
granted to the Borrower all necessary consents relating to voting rights and shall, if necessary, upon written request of the Borrower
and at the sole cost and expense of the Borrower, from time to time execute and deliver (or cause to be executed and delivered) to the
Borrower all such instruments as the Borrower may reasonably request in order to permit the Borrower to exercise the voting and other
rights which it is entitled to exercise pursuant to Section 4.13(a).


 


(c)            Upon
the occurrence and during the continuance of any Event of Default, all rights of the Borrower to exercise the voting and other consensual
rights it would otherwise be entitled to exercise pursuant to Section 4.13(a) shall immediately cease, and all such rights shall
thereupon become vested in the Lender, which shall thereupon have the sole right to exercise such voting and other consensual rights.


 


(d)            The
Borrower shall, at its sole cost and expense, from time to time execute and deliver to the Lender appropriate instruments as the Lender
may reasonably request in order to permit the Lender to exercise the voting and other rights which it may be entitled to exercise pursuant
to Section 4.13(c).


 


ARTICLE V

Security


 


Section 5.1          Grant
of Security. As collateral security for the payment and performance in full of all the Secured Obligations of the Borrower under this
Agreement, the Borrower hereby pledges and grants to Lender a lien on and security interest in all of the right, title and interest of
the Borrower in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from
time to time (collectively, the “Collateral”):


 


(a)            the
Securities Account and any Financial Asset held in or credited to the Securities Account;


 


(b)            the
Pledged Securities;


 


(c)            all
of the Borrower’s books and records relating to the Collateral;



 






    	 	-14-	 



     


    

 


(d)            to
the maximum extent permitted by law, all rights of the Borrower against third parties, in each case, in, under or relating to the Pledged
Licenses and the Proceeds of any Pledged Licenses, subject to Section 7.1; provided that such security interest does
not include at any time any Pledged Licenses to the extent (but only to the extent) that at such time the Lender may not validly possess
a security interest therein pursuant to the Communications Act of 1934, as in effect at such time, but such security interest does include,
to the maximum extent permitted by law, all rights against third parties incident to the Pledged Licenses, subject to Section 7.1,
and the right to receive all Proceeds derived from or in connection with the sale, assignment or transfer of the Pledged Licenses; and


 


(e)            to
the extent not covered by clauses (a) through (d) of this sentence, all other Proceeds and products of each of the foregoing
and all accessions to, substitutions and replacements for products of, each of the foregoing, and any and all Proceeds of any insurance,
indemnity, warranty or guaranty payable to the Borrower from time to time with respect to any of the foregoing.


 


Notwithstanding anything to
the contrary contained in clauses (a) through (e) above, the security interest created by this Agreement shall not extend to,
and the term “Collateral” shall not include, any Excluded Property.


 


Section 5.2          Filing
and Perfection.


 


(a)            The
Borrower hereby irrevocably authorizes the Lender at any time and from time to time to file in any relevant jurisdiction any financing
statements and amendments thereto that contain the information required by Article 9 of the UCC of each applicable jurisdiction for
the filing of any financing statement or amendment relating to the Collateral, including (i) whether the Borrower is an organization,
the type of organization and any organizational identification number issued to the Borrower and (ii) any financing or continuation
statements or other documents without the signature of the Borrower where permitted by law, including the filing of a financing statement
describing the Collateral. The Borrower agrees to provide all information described in the immediately preceding sentence to the Lender
promptly upon request by the Lender.


 


(b)            Notwithstanding
the foregoing authorizations, in no event shall the Lender be obligated to prepare or file any financing statements whatsoever, or to
maintain the perfection of the security interest granted hereunder. The Borrower agrees to prepare, record and file, at its own expense,
financing statements (and amendments or continuation statements when applicable) with respect to the Collateral now existing or hereafter
created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and maintain
perfected the Collateral, and to deliver a file stamped copy of each such financing statement or other evidence of filing to the Lender.
The Lender shall not be under any obligation whatsoever to file any such financing or continuation statements or to make any other filing
under the UCC in connection with this Agreement.


 






    	 	-15-	 



     


    

 


Section 5.3          Financing
Statements and Other Filings; Maintenance of Perfected Security Interest. The Borrower represents and warrants that all financing
statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Lender in respect
of the Collateral have been delivered to the Lender in completed and, to the extent necessary or appropriate, duly executed form for filing
in each applicable governmental, municipal or other office. The Borrower agrees that at the sole cost and expense of the Borrower, it
will maintain the security interest created by this Agreement in the Collateral as a perfected first priority security interest subject
only to Permitted Liens and file all UCC-3 continuation statements necessary to continue the perfection of the security interest created
by this Agreement.


 


Section 5.4          Securities
Account. In order to further ensure the attachment, perfection and priority of, and the ability of the Lender to enforce, the security
interest in the Collateral, the Borrower shall have duly executed and delivered the Control Agreement on the Closing Date. The Lender
agrees with the Borrower that the Lender shall not give any Entitlement Orders or instructions or directions to the Securities Account
Brokerage, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by the Borrower, unless an Event of
Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The Borrower
agrees that once the Lender, after the occurrence and during the continuation of an Event of Default, and in compliance with this Agreement,
sends an instruction or notice to the Securities Account Brokerage (with a copy to the Borrower) exercising its Control over the Securities
Account the Borrower shall not give any instructions or orders with respect to the Securities Account as long as such Event of Default
is continuing, and the Lender agrees that promptly after such Event of Default shall have ceased to exist in accordance with the terms
of this Agreement, the Lender shall deliver written notice to the Securities Account Brokerage rescinding the applicable instruction or
notice, at which point the Borrower’s right to give any instructions or orders with respect to the Securities Account shall be reinstated.
The Borrower shall not grant Control of the Securities Account, or any Collateral held therein, to any Person other than the Lender. As
between the Lender and the Borrower, the Borrower shall bear the investment risk with respect to any investments held in the Securities
Account, and the risk of loss of, damage to, or the destruction of such investments, whether in the possession of, or maintained as a
Security Entitlement or deposit by, or subject to the Control of, the Lender, the Securities Account Brokerage, the Borrower or any other
person.


 






    	 	-16-	 



     


    

 


Section 5.5          Supplements;
Further Assurances. The Borrower shall take such further actions, and execute and/or deliver to the Lender such additional financing
statements, amendments, assignments, agreements, supplements, powers and instruments, as is reasonably necessary or appropriate in order
to create, perfect, preserve and protect the security interest in the Collateral as provided herein and the rights and interests granted
to the Lender hereunder, to carry into effect the purposes hereof or better to assure and confirm the validity, enforceability and priority
of the Lender’s security interest in the Collateral or permit the Lender to exercise and enforce its rights, powers and remedies
hereunder with respect to any Collateral, including the filing of financing statements, continuation statements and other documents (including
this Agreement) under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby
and the execution and delivery of control agreements, all in form and substance reasonably satisfactory to the Lender and in such offices
wherever required by law to perfect, continue and maintain the validity, enforceability and priority of the security interest in the Collateral
as provided herein and to preserve the other rights and interests granted to the Lender hereunder, as against third parties, with respect
to the Collateral. Without limiting the generality of the foregoing, the Borrower shall make, execute, endorse, acknowledge, file or refile
and/or deliver to the Lender from time to time upon reasonable request by the Lender such lists, schedules, descriptions and designations
of the Collateral, documents of title, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements,
transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments as the Lender shall reasonably request.
If an Event of Default has occurred and is continuing, the Lender may institute and maintain, in its own name or in the name of the Borrower,
such suits and proceedings as the Lender may be advised by counsel shall be necessary or expedient to prevent any impairment of the security
interest in or the perfection thereof in the Collateral. All of the foregoing shall be at the sole cost and expense of the Borrower.


 


Section 5.6          Release
of Collateral.


 


(a)            Collateral
may be released from the Liens and security interest created by this Agreement at any time or from time to time in accordance herewith.
The Borrower will be entitled to a release of property and other assets included in the Collateral from the Liens securing the Secured
Loans and the security interest created by this Agreement shall be automatically released, and the Lender shall take all actions to release
or effectuate the release of and shall release, as applicable, the same from such Liens at the Borrower’s sole cost and expense,
under one or more of the following circumstances, automatically and without the need for any further action by any Person (except as set
forth below):


 


(i) 
in whole, as to all property subject to such Liens, upon payment in full of the principal and unpaid interest and premium on the
Secured Loans and all other Secured Obligations;


 


(ii) 
in part, as to any property constituting Collateral that is sold or otherwise disposed of by the Borrower in a transaction permitted
pursuant to this Agreement at the time of such sale, transfer or disposition, to the extent of the interest sold or disposed of;


 


(iii) 
in part, as to any property with the consent of the Lender and the Trustee (acting at the direction of the requisite holders of
the Secured Notes pursuant to the terms of the Indenture); or


 


(iv) 
as to assets that become Excluded Property.


 






    	 	-17-	 



     


    

 


(b)            In
the event that any Lien is to be released pursuant to Section 5.6(a), and the Borrower requests the Lender to furnish a written
disclaimer, release, quitclaim or any other necessary or proper instrument of termination, satisfaction or release of any interest in
such property under this Agreement, the Lender shall, execute, acknowledge and deliver to the Borrower such an instrument in the form
provided by the Borrower, and providing for release without recourse and shall take such other action as the Borrower may reasonably request
and as necessary to effect such release.


 


ARTICLE VI

Events of Default


 


Section 6.1          Events
of Default. Any of the following shall constitute an “Event of Default”:


 


(a)            default
for 30 days in the payment when due of interest on any Secured Loan;


 


(b)            default
in the payment when due of principal of any Secured Loan on the applicable Maturity Date;


 


(c)            default
in the performance of, or breach of, any covenant in this Agreement (other than a default specified in Section 6.1(a) or
(b) above), which default remains uncured for 30 days;


 


(d)            default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by the Borrower (or the payment of which is guaranteed by the Borrower), which default results in the acceleration
of such Indebtedness prior to its express maturity and the principal amount of any such Indebtedness, together with the principal amount
of any other such Indebtedness under which there has been a failure to pay principal or interest on such Indebtedness when due within
the grace period provided in such Indebtedness or the maturity of which has been so accelerated, aggregates $250,000,000 or more;


 


(e)            failure
by the Borrower to pay final judgments (other than any judgment as to which a reputable insurance company has accepted full liability)
aggregating in excess of $250 million, which judgments are not stayed within 60 days after their entry;


 


(f)            the
Borrower, pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case; (ii) consents to the entry
of an order for relief against it in an involuntary case; (iii) consents to the appointment of a custodian, trustee or similar official
of it or for all or substantially all of its property; or (iv) makes a general assignment for the benefit of its creditors;


 






    	 	-18-	 



     


    

 


(g)            a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Borrower in
an involuntary case; (ii) appoints a custodian, trustee or similar official of the Borrower or for all or substantially all of the
property of the Borrower; or (iii) orders the liquidation of the Borrower, and the order or decree remains unstayed and in effect
for 60 consecutive days.


 


Section 6.2          Remedies
Upon Event of Default.


 


(a)            If
an Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.1 of this Agreement)
occurs and is continuing, the Lender by notice to the Borrower, may declare all the Secured Loans to be due and payable immediately. Notwithstanding
the foregoing, in the case of an Event of Default specified in clause (f) or (g) of Section 6.1 of this Agreement,
all outstanding Secured Loans shall become and be immediately due and payable without further action or notice. All powers of the Lender
under this Agreement will be subject to applicable provisions of the Communications Act of 1934, including without limitation, the requirements
of prior approval for de facto or de jure transfer of control or assignment of Title III licenses.


 


(b)            If
an Event of Default occurs and is continuing, the Lender may pursue any available remedy to collect the payment of principal, premium,
if any, and interest on the Secured Loans or to enforce the performance of any provision of this Agreement.


 


(c)            The
Borrower recognizes that, by reason of certain prohibitions contained in law, rules, regulations or orders of any Governmental Authority,
the Lender may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who meet the
requirements of such Governmental Authority. The Borrower acknowledges that any such sales may be at prices and on terms less favorable
to the Lender than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that
any such restricted sale shall be deemed to have been made in a commercially reasonable manner and that, except as may be required by
applicable law, the Lender shall have no obligation to engage in public sales.


 


(d)            If
the Borrower shall fail to perform any covenants contained in this Agreement or if any representation or warranty on the part of the Borrower
contained herein shall be breached, the Lender may (but shall not be obligated to) do the same or cause it to be done or remedy any such
breach, and may expend funds for such purpose; provided, however, that the Lender shall in no event be bound to inquire into the
validity of any tax, Lien, imposition or other obligation which the Borrower fails to pay or perform as and when required hereby and which
the Borrower does not contest in accordance with the provisions of this Agreement. Any and all amounts so expended by the Lender shall
be paid by the Borrower. Neither the provisions of this Section 6.2 nor any action taken by the Lender pursuant to the provisions
of this Section 6.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of representation
or warranty from constituting an Event of Default. The Borrower hereby appoints the Lender its attorney-in-fact, with full power and authority
in the place and stead of the Borrower and in the name of the Borrower, or otherwise, from time to time, to take any action and to execute
any instrument consistent with the terms of this Agreement which are reasonably necessary or advisable to accomplish the purposes hereof
(but the Lender shall not be obligated to and shall have no liability to the Borrower or any third party for failure to so do or take
action). The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for
the term hereof. The Borrower hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.


 






    	 	-19-	 



     


    

 


ARTICLE VII

Miscellaneous


 


Section 7.1          FCC
Matters.


 


(a)            Notwithstanding
anything herein to the contrary, the Lender agrees that to the extent prior FCC approval is required pursuant to the Communications Act
of 1934 for (i) the operation and effectiveness of any grant, right or remedy hereunder or under this Agreement or (ii) taking
any action that may be taken by the Lender hereunder, such grant, right, remedy or actions will be subject to such prior FCC approval
having been obtained by or in favor of the Lender. Notwithstanding anything herein to the contrary, the Lender acknowledges that, to the
extent required by the FCC, de jure, de facto and negative control over all FCC authorizations, shall remain with the Borrower even in
an Event of Default until the FCC shall have given its prior consent to the exercise of rights by a purchaser at a public or private sale
of the FCC License or to the exercise of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with
the applicable law. The Borrower shall, upon the occurrence and during the continuance of an Event of Default and after 30 days’
notice for the opportunity to cure such Event of Default, at the Lender’s request, file or cause to be filed such applications for
approval and shall take such other actions reasonably required by the Lender pursuant to this Agreement, to obtain such FCC approvals
or consents as are necessary to transfer ownership and control to the Lender, or their successors, assigns or designees of the FCC Licenses
held by the Borrower. To enforce the provisions of this subsection, and if the Borrower does not timely file or cause to be filed the
required applications for FCC approval, the Lender is empowered to request the appointment of a receiver from any court of competent jurisdiction.
Such receiver shall be instructed to seek from the FCC an involuntary transfer of control of any such FCC License for the purpose of seeking
a bona fide purchaser to whom control will ultimately be transferred. Upon the occurrence and during the continuance of an Event of Default
and after 30 days’ notice for the opportunity to cure such Event of Default, at the Lender’s request, the Borrower shall further
use their reasonable best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated
hereby, including, without limitation, the preparation, execution and filing with the FCC of the assignor’s or transferor’s
portion of any application for consent to the assignment of any FCC License or transfer of control necessary or appropriate under the
FCC’s rules and regulations for approval of the transfer or assignment of any portion of the Collateral, together with any
FCC License or other authorization; provided that, it is understood that the actions described in (i) and (ii) above
may also be subject to other approvals or clearances by other government agencies required by law.


 






    	 	-20-	 



     


    

 


(b)            The
Borrower acknowledges that the assignment or transfer of such FCC Licenses is integral to the Lender’s realization of the value
of the Collateral, that there is no adequate remedy at law for failure by the Borrower to comply with the provisions of this section and
that such failure would not be adequately compensable in damages, and therefore agree that this section may be specifically enforced.


 


(c)            Notwithstanding
anything herein to the contrary, the Lender shall not, without first obtaining the approval of the FCC, take any action hereunder that
would constitute or result in any assignment of a FCC License or any change of control of the Borrower if such assignment or change of
control would require the approval of the FCC under applicable law (including FCC rules and regulations).


 


Section 7.2          Entire
Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings,
both written and oral, among the parties, with respect to the subject matter thereof.


 


Section 7.3          Continuing
Security Interest; Assignment. This Agreement shall create a continuing security interest in the Collateral and shall (i) be
binding upon the Borrower, and its successors and assigns and (ii) inure, together with the rights and remedies of the Lender hereunder,
to the benefit of the Lender and its respective successors, transferees and assigns. No other Persons (including any other creditor of
the Borrower) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing
clause (ii), the Lender may assign or otherwise transfer any Indebtedness held by it secured by this Agreement to any other Person,
and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Lender herein. The Borrower
agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as
applicable, if at any time payment, or any part thereof, of all or any part of the Secured Obligations is rescinded, avoided or must otherwise
be restored by the Lender upon or in connection with the bankruptcy or reorganization of the Borrower or otherwise.


 


Section 7.4          Termination.
When all the Secured Obligations (other than contingent indemnification Secured Obligations as to which no claim has been asserted) have
been paid in full, this Agreement shall terminate.


 






    	 	-21-	 



     


    

 


Section 7.5          Modification
in Writing. No amendment, modification, supplement, termination or waiver of or to any provision or Schedule hereof, nor consent to
any departure by the Borrower therefrom, shall be effective unless the same shall be made in writing and signed by each of the parties
hereto. Any amendment, modification or supplement of or to any provision hereof, any waiver of any provision hereof and any consent to
any departure by the Borrower from the terms of any provision hereof in each case shall be effective only in the specific instance and
for the specific purpose for which made or given. Except where notice is specifically required by this Agreement or any other document
evidencing the Secured Obligations, no notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further
notice or demand in similar or other circumstances. Notwithstanding anything to the contrary in this Agreement, (i) Schedule A
and Schedule B hereto may not be amended except as required by, and in connection with transactions pursuant to, Section 4.6,
(ii) Schedule C may be amended from time to time by the Lender in connection with any Advance made pursuant to Section 2.1
and (iii) Article II, Article IV, Article V, Article VI, Section 7.5 and Section 7.11,
may not be amended except with the consent of Trustee (acting at the direction of the requisite holders of the Secured Notes pursuant
to the terms of the Indenture) or the holder of a majority in aggregate principal amount of the then-outstanding Secured Notes.


 


Section 7.6          Notices.
Any notice, communication or consent by the Borrower or the Lender to the other is duly given if in writing and delivered by email, in
person or mailed by first class mail, to the other’s address:


 


If to the Borrower:


 


DISH
Network Corporation

9601 South Meridian Boulevard

Englewood, Colorado 80112

Attention: General Counsel

Email: tim.messner@dish.com


 


With a copy to:


 


Sullivan &
Cromwell LLP

125 Broad Street

New York, New York 10004

Attention: Scott D. Miller

Email: millersc@sullcrom.com


 


If to the Lender:


 


DISH
DBS Corporation

9601 South Meridian Boulevard

Englewood, Colorado 80112

Attention: General Counsel

Email: tim.messner@dish.com


 






    	 	-22-	 



     


    

 


With a copy to:


 


Sullivan &
Cromwell LLP

125 Broad Street

New York, New York 10004

Attention: Scott D. Miller

Email: millersc@sullcrom.com


 


The
Borrower or Lender, by notice to the other may designate additional or different addresses for subsequent notices or communications.


 


All
notices, communications and consents shall be deemed to have been duly given: when sent (except that, if not given during normal
business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient)
if emailed; at the time delivered by hand, if personally delivered; or five Business Days after being deposited in the mail, postage prepaid,
if mailed.


 


If a notice or communication
is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.


 


Section 7.7          Governing
Law. The internal law of the State of New York shall govern and be used to construe this Agreement.


 


Section 7.8          Severability
of Provisions. Any provision hereof which is invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating the remaining provisions hereof or
affecting the validity, legality or enforceability of such provision in any other jurisdiction.


 


Section 7.9          Execution
in Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original,
but all such counterparts together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of
this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this
Agreement.


 


Section 7.10         Business
Days. In the event any time period or any date provided in this Agreement ends or falls on a day other than a Business Day, then such
time period shall be deemed to end and such date shall be deemed to fall on the next succeeding Business Day, and performance herein may
be made on such Business Day, with the same force and effect as if made on such other day.


 


Section 7.11         Third
Party Beneficiaries. Notwithstanding anything herein to the contrary, nothing in this Agreement shall create any third-party beneficiary
rights in favor of any Person; provided that the Trustee shall be an express third-party beneficiary of Section 2.5,
Section 5.6(a)(iii) and Section 7.5.


 


Section 7.12         Expenses.
The Borrower agrees to reimburse the Lender for any out-of-pocket expenses incurred in connection with the Offering and this Agreement
(after giving effect to any reimbursement received by the Lender from the Purchasers pursuant to the Purchase Agreement).


 


[Signature page follows.]


 




    	 	-23-	 



     


    

 


In
Witness Whereof, the parties have caused this Agreement to be executed and delivered on the date first above written.


 


	 	DISH DBS CORPORATION,
    as Lender
	 	 	 	 
	 	By:	/s/ Paul W. Orban
	 	 	Name:	Paul W. Orban
	 	 	Title:	Executive Vice President and Chief Financial
Officer
	 	 	 	 
	 	DISH NETWORK CORPORATION as Borrower
	 	 	 	 
	 	By:	/s/ Paul W. Orban
	 	 	Name:	Paul W. Orban
	 	 	Title:	Executive Vice President and Chief Financial Officer


 


[Signature Page to Loan
and Security Agreement]


 




    	 	-24-	 



     


    

 


Schedule A


 


Pledged Licenses


 


		1.	None.



 




    	 	 	 



     


    

 


Schedule B


 


Pledged Securities


 


		1.	None.



 




    	 	 	 



     


    

 


Schedule C


 


Advances


 


	Date	 	Amount	 	 	Applicable Tranche
	November 26, 2021	 	$	2,750,000,000	 	 	Tranche A
	November 26, 2021	 	$	2,500,000,000	 	 	Tranche B