Exhibit 4.2


 


Execution Version


 


 




SECURITY AGREEMENT


 


By


 


DISH DBS CORPORATION,


as Issuer


 


and


 


THE GUARANTORS FROM TIME TO TIME PARTY HERETO


 


and


 


U.S. BANK NATIONAL ASSOCIATION,


as Collateral Agent


 





 



 


Dated as of November 26, 2021


 


 






     


     


    

 







TABLE OF CONTENTS


Page


 


	PREAMBLE	 	1
	 	 	 
	RECITALS	 	1
	 	 	 
	AGREEMENT	 	2
	 	 
	ARTICLE I
	 
	DEFINITIONS AND INTERPRETATION
	 	 	 
	SECTION 1.1.	Definitions	2
	SECTION 1.2.	Interpretation	15
	SECTION 1.3.	Resolution of Drafting Ambiguities	15
	SECTION 1.4.	Perfection Certificate	15
	 	 	 
	ARTICLE II
	 
	grant of security and secured obligations
	 	 	 
	SECTION 2.1.	Grant of Security Interest	15
	SECTION 2.2.	Filings	17
	 	 	 
	ARTICLE III
	 
	Perfection;
Supplements; Further Assurances; Use of Pledged Collateral
	 	 	 
	SECTION 3.1.	Delivery of Certificated Securities Collateral	18
	SECTION 3.2.	Perfection of Uncertificated Securities Collateral	19
	SECTION 3.3.	Financing Statements and Other Filings; Maintenance of Perfected Security Interest	19
	SECTION 3.4.	Real Estate Collateral	20
	SECTION 3.5.	Other Actions	22
	SECTION 3.6.	Joinder of Additional Guarantors	26
	SECTION 3.7.	Supplements; Further Assurances	27
	SECTION 3.8.	Satellite Leasehold Interests	27



 






     -i-


     


    

 


Page


 


	ARTICLE IV
	 
	representations, warranties and covenants
	 	 	 
	SECTION 4.1.	Title	27
	SECTION 4.2.	Validity of Security Interest	28
	SECTION 4.3.	Defense of Claims; Transferability of Pledged Collateral	28
	SECTION 4.4.	Other Financing Statements	28
	SECTION 4.5.	Chief Executive Office; Change of Name; Jurisdiction of Organization	29
	SECTION 4.6.	Location of Inventory and Equipment.	29
	SECTION 4.7.	Due Authorization and Issuance	29
	SECTION 4.8.	Consents, etc.	29
	SECTION 4.9.	Pledged Collateral and Mortgaged Property	30
	SECTION 4.10.	Insurance	30
	 	 	 
	ARTICLE V
	 	 	 
	certain Provisions Concerning Securities Collateral
	 	 	 
	SECTION 5.1.	Pledge of Additional Securities Collateral	30
	SECTION 5.2.	Voting Rights; Distributions; etc.	30
	SECTION 5.3.	Defaults, etc	32
	SECTION 5.4.	Certain Agreements of Pledgors as Issuers and Holders of Equity Interests	32
	 	 	 
	ARTICLE VI
	 	 	 
	CERTAIN
    Provisions Concerning Intellectual Property Collateral
	 	 	 
	SECTION 6.1.	Grant of Intellectual Property License	32
	SECTION 6.2.	Protection of Collateral Agent’s Security	33
	SECTION 6.3.	After-Acquired Property	33
	SECTION 6.4.	Litigation	34
	 	 	 
	ARTICLE VII
	 	 	 
	CERTAIN PROVISIONS CONCERNING RECEIVABLES
	 	 	 
	SECTION 7.1.	Maintenance of Records	35
	SECTION 7.2.	Legend	35









 






     -ii-


     


    

 


Page


 


	ARTICLE VIII
	 
	Transfers
	 	 	 
	SECTION 8.1.	Transfers of Pledged Collateral or Mortgaged Property	35
	 	 	 
	ARTICLE IX
	 
	REMEDIES
	 	 	 
	SECTION 9.1.	Remedies	36
	SECTION 9.2.	Notice of Sale	38
	SECTION 9.3.	Waiver of Notice and Claims	38
	SECTION 9.4.	Certain Sales of Pledged Collateral and Foreign Collateral	39
	SECTION 9.5.	No Waiver; Cumulative Remedies	40
	SECTION 9.6.	Certain Additional Actions Regarding Intellectual Property	40
	 	 	 
	ARTICLE X
	 
	PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS; Application of Proceeds
	 	 	 
	SECTION 10.1.	Application of Proceeds	40
	 	 	 
	ARTICLE XI
	 
	miscellaneous
	 	 	 
	SECTION 11.1.	Concerning Collateral Agent	42
	SECTION 11.2.	Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact	44
	SECTION 11.3.	Continuing Security Interest; Assignment	45
	SECTION 11.4.	Termination; Release	45
	SECTION 11.5.	Modification in Writing	46
	SECTION 11.6.	Notices	46
	SECTION 11.7.	Governing Law	46
	SECTION 11.8.	Severability of Provisions	46
	SECTION 11.9.	Execution in Counterparts	46
	SECTION 11.10.	Business Days	46
	SECTION 11.11.	No Credit for Payment of Taxes or Imposition	46
	SECTION 11.12.	No Claims Against Collateral Agent	47



 






     -iii-


     


    

 


Page


 


	SECTION 11.13.	No Release	47
	SECTION 11.14.	FCC Matters.	48
	 	 	 
	ARTICLE XII
	 	 	 
	ADDITIONAL SECURED OBLIGATIONS
	 	 	 
	SECTION 12.1.	Additional Secured Obligations	49



 


	SIGNATURES	 	S-1
	 	 
	EXHIBIT 1	Form of Issuer’s Acknowledgment
	EXHIBIT 2	Form of Securities Pledge Amendment
	EXHIBIT 3	Form of Joinder Agreement
	EXHIBIT 4	Form of Copyright Security Agreement
	EXHIBIT 5 	Form of Patent Security Agreement
	EXHIBIT 6	Form of Trademark Security Agreement
	EXHIBIT 7	Form of Bailee’s Letter
	EXHIBIT 8	Form of Landlord’s Lien Waiver, Access Agreement and Consent
	EXHIBIT 9	Form of Additional Secured Party Joinder
	 	 
	Schedule 1	Locations of Pledged Collateral



 






     -iv-


     


    

 



 


SECURITY AGREEMENT


 


This
SECURITY AGREEMENT dated as of November 26, 2021 (as amended, amended
and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”)
made by DISH DBS CORPORATION, a Colorado corporation (the “Issuer”), and the Guarantors from to time to time party
hereto (the “Guarantors”), as pledgors, assignors and debtors (the Issuer, together with the Guarantors, in such capacities
and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in
favor of U.S. Bank National Association, in its capacity as collateral
agent, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral
Agent”) for the benefit of the Secured Parties (as defined below), and acknowledged and agreed to by (i) U.S. Bank National
Association, on its behalf solely in its capacity as trustee (the “Trustee”) and on behalf of the Holders of the Notes
(as defined below) and (ii) each other Authorized Representative (as hereinafter defined), from time to time, for any Additional Secured
Obligations with respect to which an Additional Secured Party Joinder has been delivered to the Collateral Agent and the other Authorized
Representatives in accordance with Section 12.1.


 


R E C I T A L S :


 


A.       Pursuant
to that certain secured indenture (the “Indenture”) dated as of November 26, 2021 by and among the Issuer, the Guarantors,
the Trustee and the Collateral Agent, the Issuer is issuing $2,750,000,000 aggregate principal amount of its 5.25%
Senior Secured Notes due 2026 (the “2026
Notes”) and $2,500,000,000 aggregate principal amount of its 5.75% Senior Secured
Notes due 2028 (together with the 2026 Notes and any Additional Notes
issued pursuant to the Indenture, the “Notes”).


 


B.        Each
Guarantor has, pursuant to the Indenture, unconditionally guaranteed on a senior secured basis to the Secured Parties the payment when
due of all Notes Obligations (as defined below).


 


C.      From
time to time after the date hereof, the Issuer may, subject to the terms and conditions of the Indenture and the Security Documents, incur
additional Indebtedness, which is pari passu in right of payment to the Notes, that the Issuer and the other Pledgors desire to
secure on a pari passu basis with the Notes.


 


D.       The Issuer
and each Guarantor will receive substantial benefits from the execution, delivery and performance of the obligations under the Indenture,
the Security Documents and the Notes and each is, therefore, willing to enter into this Agreement.


 


E.       This
Agreement is given by each Pledgor in favor of the Collateral Agent for the benefit of the Secured Parties (as hereinafter defined) to
secure the payment and performance of all of the Secured Obligations.


 






     


    -2-


    

 


F.        It is
a condition to the issuance of the Notes that each Pledgor execute and deliver the applicable Security Documents, including this Agreement.


 


A G R E E M E N T :


 


NOW THEREFORE, in consideration of the foregoing
premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the
Collateral Agent hereby agree as follows:


 


ARTICLE
I



DEFINITIONS AND INTERPRETATION


 


SECTION
1.1.                  
Definitions.


 


(a)              
Unless otherwise defined herein or in the Indenture, capitalized terms used herein that are defined in the UCC shall have the meanings
assigned to them in the UCC; provided that in any event, the following terms shall have the meanings assigned to them in the UCC:


 


“Accounts”; “Bank”;
“Chattel Paper”; “Commercial Tort Claim”; “Commodity Account”; “Commodity
Contract”; “Commodity Intermediary”; “Documents”; “Electronic Chattel Paper”;
“Entitlement Order”; “Equipment”; “Financial Asset”; “Fixtures”;
“Goods”, “Inventory”; “Letter-of-Credit Rights”; “Letters of Credit”;
“Money”; “Payment Intangibles”; “Proceeds”; “ Records”; “Securities
Account”; “Securities Intermediary”; “Security Entitlement”; “Supporting Obligations”;
and “Tangible Chattel Paper.”


 


(b)              Terms
used but not otherwise defined herein that are defined in the Indenture shall have the meanings given to them in the Indenture.


 


(c)              
The following terms shall have the following meanings:


 


“Account Debtor” shall mean each
person who is obligated on a Receivable or Supporting Obligation related thereto.


 


“Additional Secured Agent” shall
mean the Person appointed to act as trustee, agent or representative for the holders of Additional Secured Obligations pursuant to any
Additional Secured Agreement.


 


“Additional Secured Agreement”
shall mean the indenture, credit agreement or other agreement under which any Additional Secured Obligations (other than Additional Notes)
are incurred and any notes or other instruments representing such Additional Secured Obligations.


 






     


    -3-


    

 


“Additional Secured Debt Documents”
means any document or instrument executed and delivered with respect to any Additional Secured Obligations.


 


“Additional Secured Obligations”
means Obligations (including, without limitation, principal, premium and/or interest (including, without limitation, all interest that
accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar
proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not such claim for post-petition interest
is allowed in any such proceeding)) designated as Additional Secured Obligations pursuant to Section 12.1 hereof.


 


“Additional Secured Parties” shall
mean the holders from time to time of Additional Secured Obligations and the Authorized Representative for any such Additional Secured
Obligations.


 


“Additional Secured Party Joinder”
shall mean a completed additional secured party joinder in the form of Exhibit 9 hereto.


 


“Agreement” shall have the meaning
assigned to such term in the Preamble hereof.


 


“Authorized Representative” shall
mean (i) the Trustee for so long as any of the Notes are Secured Obligations hereunder and (ii) any other trustee, agent or representative
designated as an “Authorized Representative” for any Additional Secured Parties in an Additional Secured Party Joinder delivered
to the Collateral Agent and the other Authorized Representatives in accordance with Section 12.1 for so long as the Additional
Secured Obligations for which such party is serving in such capacity constitutes Secured Obligations hereunder; provided that so
long as there are no Additional Secured Obligations, the Collateral Agent will be deemed to be the only Authorized Representative for
the Secured Parties.


 


“Bailee Letter” shall mean a letter
agreement in form substantially similar to Exhibit 7 hereto, or such other form as the applicable bailee shall require and
the Collateral Agent and the applicable Pledgor shall reasonably agree.


 


“Code” shall mean the Internal
Revenue Code of 1986, as amended.


 


“Collateral” shall have the meaning
assigned to such term in Section 2.1 hereof.


 


“Collateral Agent” shall have
the meaning assigned to such term in the Preamble hereof.


 


“Collateral Support” shall mean
all property (real or personal) assigned, hypothecated or otherwise securing any Pledged Collateral and shall include any security agreement
or other agreement granting a lien or security interest in such real or personal property.


 






     


    -4-


    

 


“Commodity Account Control Agreement”
shall mean a control agreement in a form and substance that is reasonably satisfactory to the Collateral Agent establishing the Collateral
Agent’s Control with respect to any Commodity Account.


 


“Contracts” shall mean, collectively,
with respect to each Pledgor, the Acquisition Documents, all sale, service, performance, equipment or property lease contracts, agreements
and grants and all other contracts, agreements or grants (in each case, whether written or oral, or third party or intercompany), between
such Pledgor and any third party, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications
thereof.


 


“Control” shall mean (i) in
the case of each Deposit Account, “control,” as such term is defined in Section 9-104 of the UCC, (ii) in the case
of any Security Entitlement, “control,” as such term is defined in Section 8-106 of the UCC, and (iii) in the case
of any Commodity Contract, “control,” as such term is defined in Section 9-106 of the UCC.


 


“Control Agreements” shall mean,
collectively, the Deposit Account Control Agreement, the Securities Account Control Agreement and the Commodity Account Control Agreement.


 


“Copyrights” shall mean, collectively,
with respect to each Pledgor, all copyrights (whether statutory or common law, established or registered in the United States or any political
subdivision thereof, whether registered or unregistered and whether published or unpublished) and all copyright registrations and applications
made by such Pledgor in the United States, in each case, whether now or hereafter owned by such Pledgor, together with any and all (i) rights
and privileges arising under applicable law with respect to such Pledgor’s use of such copyrights, (ii) reissues and renewals
thereof and amendments thereto, (iii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect
thereto, including damages and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout
the world and (v) rights to sue for past, present or future infringements thereof.


 


“Copyright Security Agreement”
shall mean an agreement substantially in the form of Exhibit 4 hereto.


 


“Default” or “Event of
Default” shall mean a “default” or “event of default” under the Indenture or under any Additional Secured
Debt Document.


 


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


 


“Deposit Accounts” shall mean,
collectively, with respect to each Pledgor, (i) all “deposit accounts” as such term is defined in the UCC and in any event
shall include all accounts and sub-accounts of such Pledgor relating to any of the foregoing accounts and (ii) all cash, funds, checks,
notes and instruments from time to time on deposit in any of the accounts or sub-accounts described in clause (i) of this definition.


 






     


    -5-


    

 


“Distributions” shall mean, collectively,
with respect to each Pledgor, all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal,
income, interest, profits and other property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification
or other like change of the Pledged Securities, from time to time received, receivable or otherwise distributed to such Pledgor in respect
of or in exchange for any or all of the Pledged Securities or Intercompany Notes.


 


“Environment” shall mean ambient
air, indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface
strata, natural resources, the workplace or as otherwise defined in any Environmental Law.


 


“Environmental Law” shall mean
any and all present and future treaties, laws, statutes, ordinances, regulations, rules, decrees, orders, judgments, consent orders, consent
decrees, code or other binding requirements, and the common law, relating to protection of public health or the Environment, the Release
or threatened Release of Hazardous Material, natural resources or natural resource damages, or occupational safety or health, and any
and all Environmental Permits.


 


“Environmental Permit” shall mean
any permit, license, approval, registration, notification, exemption, consent or other authorization required by or from a Governmental
Authority under Environmental Law.


 


“Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.


 


“Excluded Accounts” shall mean:


 


(i) any Deposit Accounts, Commodities Accounts and
Securities Accounts with an average daily balance of less than $2,000,000 individually;


 


(ii) any Deposit Accounts, Commodities Accounts and
Securities Accounts of which all of the funds on deposit are used exclusively for funding (a) payroll, (b) 401(k) and other retirement
plans and employee benefits, or (c) health care benefits;


 


(iii) any Deposit Accounts, Commodities Accounts
and Securities Accounts that solely contain property not beneficially owned by any Pledgor, including any escrow accounts; and


 


(iv) any Deposit Accounts, Commodities Accounts and
Securities Accounts that have a zero balance at the end of each business day.


 






     


    -6-


    

 


“Excluded Property” shall mean:


 


(a)                  any
permit or license issued by a Governmental Authority or otherwise to any Pledgor (other than any FCC Licenses) or any agreement to which
any Pledgor is a party or in which it has an interest, in each case, only to the extent and for so long as (x) the terms of such permit,
license or agreement or any Requirement of Law applicable thereto, prohibit the creation by such Pledgor of a security interest in such
permit, license or agreement in favor of the Collateral Agent, (y) the terms of such permit, license or agreement require any consent
not obtained thereunder in order for any Pledgor to create a security interest therein or (z) the creation by such Pledgor 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 the Bankruptcy Code) or principles of equity);


 


(b)                  assets owned by any Pledgor on the date hereof or hereafter acquired and any proceeds thereof that are subject to a Lien securing a
Purchase Money Indebtedness or Capital Lease Obligation permitted to be incurred pursuant to the provisions of the Indenture to the
extent and for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for such
Purchase Money Indebtedness or Capital Lease Obligation) prohibits the creation of any other Lien on such assets and
proceeds;


 


(c)                  any
property of a person existing at the time such person is acquired or merged with or into or consolidated with any Pledgor that is subject
to a Lien permitted pursuant to clause (i) of the definition of Permitted Liens in the Indenture to the extent and for so long as the
contract or other agreement in which such Lien is granted prohibits the creation of any other Lien on such property;


 


(d)                  any
Equity Interests of a Foreign Subsidiary to the extent and for so long as the pledge thereof to the Collateral Agent would constitute
an investment of earnings in United States property under Section 956 (or a successor provision) of the Code; provided that this
clause (d) shall not apply to (A) voting stock of any Subsidiary which is a first-tier controlled foreign corporation (as defined in
Section 957(a) of the Code) representing 66% of the total voting power of all outstanding voting stock of such Subsidiary and (B) 100%
of the Equity Interests not constituting voting stock of any such Subsidiary, except that any such Equity Interests constituting “stock
entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as voting stock for purposes
of this clause (d);


 


(e)                  any
intent-to-use trademark application to the extent and for so long as creation by a Pledgor of a security interest therein would result
in the loss by such Pledgor of any rights therein;


 


(f)                   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 11.14) or requires any other consent pursuant to
applicable law not obtained in order for any Pledgor to create a security interest therein;


 






     


    -7-


    

 


(g)                  Capital
Stock of any person (other than a Wholly Owned Subsidiary) the pledge of which would violate the Organizational Documents of such person
or a contractual obligation to the owners of the Capital Stock of such person not owned by a Pledgor, that is binding on or relating
to such Capital Stock;


 


(h)                  (x) any Real Property that does not constitute Mortgaged Property and (y) any leasehold interest in Real Property for which the
landlord or sublandlord under the lease creating such leasehold interest does not grant its consent to the Pledgor mortgaging its leasehold
interest in such Real Property to the extent that such consent is required pursuant to the terms of such lease and the Pledgor has used
commercially reasonable efforts to obtain such consent;


 


(i)                   assets
subject to Liens permitted pursuant to clause (e) of the definition of Permitted Liens and segregated deposits subject to Liens permitted
pursuant to clause (t) of the definition of Permitted Liens, in each case, to the extent the documents relating to such Liens would not
permit such assets to be subject to the security interest created hereby;


 


(j)                   the property credited to and the accounts described in clauses (ii) and (iii) of the definition of “Excluded Accounts,”
except to the extent such property constitutes identifiable proceeds of Collateral;


 


(k)                  motor vehicles (other than to the extent that a security interest therein can be perfected by the filing of a financing statement
under the UCC);


 


(l)                   Letter-of-Credit
Rights (other than to the extent that a security interest therein can be perfected by the filing of a financing statement under the UCC);


 


(m)                 Commercial
Tort Claims with a value, or involving an asserted claim, in the amount of less than $5,000,000 individually or in the aggregate and
chattel paper with a value of less than $5,000,000 individually or in the aggregate (in each case other than to the extent that a security
interest therein can be perfected by the filing of a financing statement under the UCC);


 


(n)                  the
Intercompany Loan, including any rights or obligations thereunder (including the right to receive payments and repayments thereunder)
and any security interest created thereby; and


 


(o)                  any
property owned by any Pledgor on the date hereof that is primarily used, or intended for primary use, in connection with the Wireless
Business, as determined in good faith by such Pledgor and/or is recorded under the Wireless Business segment (or any successor business
segment) in the financial statements of DISH Network.


 


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


 






     


    -8-


    

 


“FCC Licenses” shall mean space
and earth station licenses, authorizations and permits held or to be held by the Pledgors which are issued from time to time by the FCC. 


 


“Foreign Collateral” shall mean
the Collateral of any Pledgor located outside the United States; provided that Equity Interests of any Person organized under the
laws of the United States or any State thereof or the District of Columbia owned by any Pledgor shall not in any event constitute Foreign
Collateral.


 


“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.


 


“General Intangibles” shall mean,
collectively, with respect to each Pledgor, all “general intangibles,” as such term is defined in the UCC, of such Pledgor
and, in any event, shall include (i) all of such Pledgor’s rights, title and interest in, to and under all Contracts, including
but not limited to Intellectual Property Licenses, and insurance policies (including all rights and remedies relating to monetary
damages, including indemnification rights and remedies, and claims for damages or other relief pursuant to or in respect of any Contract),
(ii) all know-how and warranties relating to any of the Collateral or the Mortgaged Property, (iii) any and all other rights,
claims, choses-in-action and causes of action of such Pledgor against any other person and the benefits of any and all collateral or other
security given by any other person in connection therewith, (iv) all guarantees, endorsements and indemnifications on, or of, any
of the Collateral or any of the Mortgaged Property, (v) all lists, books, records, correspondence, ledgers, printouts, files (whether
in printed form or stored electronically), tapes and other papers or materials containing information relating to any of the Collateral
or any of the Mortgaged Property, including all customer or tenant lists, identification of suppliers, data, plans, blueprints, specifications,
designs, drawings, appraisals, recorded knowledge, surveys, studies, engineering reports, test reports, manuals, standards, processing
standards, performance standards, catalogs, research data, computer and automatic machinery software and programs and the like, field
repair data, accounting information pertaining to such Pledgor’s operations or any of the Collateral or any of the Mortgaged Property
and all media in which or on which any of the information or knowledge or data or records may be recorded or stored and all computer programs
used for the compilation or printout of such information, knowledge, records or data, (vi) all licenses, consents, permits, variances,
certifications, authorizations and approvals, however characterized, now or hereafter acquired or held by such Pledgor, including building
permits, certificates of occupancy, environmental certificates, industrial permits or licenses and certificates of operation and (vii) all
rights to reserves, deferred payments, deposits, refunds, indemnification of claims and claims for tax or other refunds against any Governmental
Authority.


 






     


    -9-


    

 


“Governmental Real Property Disclosure Requirements”
shall mean any requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other
transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental
Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real
Property, facility, establishment or business, of the actual or threatened presence or release in or into the environment, or the use,
disposal or handling of Hazardous Materials on, at, under or near the Real Property, facility, establishment or business to be sold, leased,
mortgaged, assigned or transferred.


 


“Hazardous Materials” shall mean
the following: hazardous substances; hazardous wastes; polychlorinated biphenyls (“PCBs”) or any substance or compound
containing PCBs; asbestos or any asbestos-containing materials in any form or condition; radon or any other radioactive materials including
any source, special nuclear or by-product material; petroleum, crude oil or any fraction thereof; and any other pollutant or contaminant
or chemicals, wastes, materials, compounds, constituents or substances, subject to regulation or which can give rise to liability under
any Environmental Laws.


 


“Indenture” shall have the meaning
assigned to such term in Recital A hereof.


 


“Instruments” shall mean, collectively,
with respect to each Pledgor, all “instruments,” as such term is defined in Article 9, rather than Article 3, of
the UCC, and shall include all promissory notes, drafts, bills of exchange or acceptances.


 


“Intellectual Property Collateral”
shall mean, collectively, the Patents, Trademarks and Copyrights.


 


“Intellectual Property Licenses”
shall mean, collectively, with respect to each Pledgor, all license agreements with, and covenants not to sue, any other party with respect
to any Patent, Trademark or Copyright or any other patent, trademark or copyright, where such Pledgor is a licensor or licensee under
any such license agreement, together with any and all (i) renewals, extensions, and amendments thereof, (ii) income, fees, royalties,
damages, claims and payments now and hereafter due and/or payable thereunder and with respect thereto, and (iii) rights to sue for
past, present and future violations thereof.


 


“Intercompany Notes” shall mean,
with respect to each Pledgor, all intercompany notes described in Schedule 10 to the Perfection Certificate and intercompany
notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments,
amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to
the terms hereof.


 


“Investment Property” shall mean
a security, whether certificated or uncertificated, Security Entitlement, Securities Account, Commodity Contract or Commodity Account,
excluding, however, the Securities Collateral.


 






     


    -10-


    

 



 


“Issuer” shall have the meaning
assigned to such term in the Preamble hereof.


 


“Joinder Agreement” shall mean
an agreement substantially in the form of Exhibit 3 hereto.


 


“Landlord Access Agreement” shall
mean an agreement in form substantially similar to Exhibit 8 hereto, or such other form as the applicable landlord shall require
and is reasonably acceptable to the Collateral Agent and the applicable Pledgor.


 


“Leases” shall mean any and all
leases, subleases, tenancies, options, concession agreements, rental agreements, occupancy agreements, franchise agreements, access agreements
and any other agreements (including all amendments, extensions, replacements, renewals, modifications and/or guarantees thereof), whether
or not of record and whether now in existence or hereinafter entered into, affecting the use or occupancy of all or any portion of any
Real Property.


 


“Material Intellectual Property Collateral”
shall mean any Intellectual Property Collateral that is material (i) to the use and operation of the Pledged Collateral or Mortgaged Property
or (ii) to the business, results of operations, prospects or condition, financial or otherwise, of any Pledgor.


 


“Mortgaged
Property” shall mean collectively, (i) owned Real Property identified as “Mortgaged Property” on Schedule
7(a)(I) to the Perfection Certificate and (ii) (x) each fee interest in Real Property with a fair market value of at least $20,000,000
and (y) each leasehold interest in Real Property with base rent of at least $1,000,000 per annum pursuant to an executed and validly existing
Lease, in each case, acquired by any Issuer or any Guarantor after the Issue Date that does not constitute Excluded Property or Foreign
Collateral.


 


“Notes” shall have the meaning
assigned to such term in Recital A hereof.


 


“Notes Obligations” shall
mean all (i) obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including,
without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective
documentation, whether or not such claim for post-petition interest is allowed in any such proceeding)) owing to the Collateral
Agent, the Trustee and the Notes Secured Parties, under the Notes, the Indenture, the Note Guarantees and the Security Documents and
the due performance and compliance by the Pledgors with all of the terms, conditions and agreements contained in the Notes, the Note
Guarantees, the Indenture and the Security Documents, (ii) any and all sums advanced by the Collateral Agent in accordance with the
Indenture or any of the Security Documents in order to preserve the Pledged Collateral, Foreign Collateral or Mortgaged Property or
preserve its security interest in, or Lien on, the Pledged Collateral, Foreign Collateral or Mortgaged Property and (iii) in the
event of any proceedings for the collection or enforcement of any indebtedness, obligations or liabilities of the Pledgors 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 Pledged Collateral, Foreign Collateral or Mortgaged Property, or of any exercise by the Collateral Agent of its
rights hereunder, or under any other Security Document, together with reasonable attorneys’ fees and expenses and court
costs.


 






     


    -11-


    

 


“Notes Secured Parties” shall
mean the Holders of the Notes and the Trustee.


 


“Ordinary Course of Business”
shall mean, in respect of any transaction involving any Pledgor, the ordinary course of such Pledgor’s business, as undertaken by
such Pledgor in good faith and not for purposes of evading any covenant or restriction in this Agreement, the Indenture or the Notes.


 


“Organizational Documents” shall
mean, with respect to any person, (i) in the case of any corporation, the certificate of incorporation and by-laws (or similar documents)
of such person, (ii) in the case of any limited liability company, the certificate of formation and operating agreement (or similar
documents) of such person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement
(or similar documents) of such person, (iv) in the case of any general partnership, the partnership agreement (or similar document)
of such person and (v) in any other case, the functional equivalent of the foregoing.


 


“Patents” shall mean, collectively,
with respect to each Pledgor, all patents issued or assigned to, and all patent applications and registrations made by, such Pledgor,
that are established or registered or recorded in the United States or any political subdivision thereof, together with any and all (i) rights
and privileges arising under applicable law with respect to such patents, (ii) inventions and improvements described and claimed therein,
(iii) reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and amendments thereto, (iv) income,
fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including damages
and payments for past, present or future infringements thereof, (v) rights corresponding thereto throughout the world and (vi) rights
to sue for past, present or future infringements thereof.


 


“Patent Security Agreement” shall
mean an agreement substantially in the form of Exhibit 5 hereto.


 


“Perfection Certificate” shall
mean that certain perfection certificate dated as of the Issue Date, executed and delivered by each Pledgor in favor of the Collateral
Agent for the benefit of the Secured Parties, and each other Perfection Certificate (which shall be in form and substance reasonably acceptable
to the Collateral Agent) executed and delivered by the applicable Guarantor in favor of the Collateral Agent for the benefit of the Secured
Parties contemporaneously with the execution and delivery of each Joinder Agreement executed in accordance with Section 3.6 hereof,
in each case, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with
the Indenture or any Additional Secured Agreement or upon the request of the Collateral Agent.


 


“Permitted Liens” shall mean Liens
permitted under the Indenture and not prohibited by any Additional Secured Agreement.


 






     


    -12-


    

 


“Pledge Amendment” shall have
the meaning assigned to such term in Section 5.1 hereof.


 


“Pledged Collateral” shall mean
all Collateral, other than the Excluded Property and the Foreign Collateral.


 


“Pledged Securities” shall mean,
collectively, with respect to each Pledgor, (i) all issued and outstanding Equity Interests of each issuer set forth on Schedules 9(a)
and 9(b) to the Perfection Certificate as being owned by such Pledgor and all options, warrants, rights, agreements and additional
Equity Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges,
authority and powers of such Pledgor relating to such Equity Interests in each such issuer or under any Organizational Document of each
such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor
in the entries on the books of any financial intermediary pertaining to such Equity Interests, (ii) all Equity Interests of any issuer,
which Equity Interests are hereafter acquired by such Pledgor (including by issuance) and all options, warrants, rights, agreements and
additional Equity Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights,
privileges, authority and powers of such Pledgor relating to such Equity Interests or under any Organizational Document of any such issuer,
and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries
on the books of any financial intermediary pertaining to such Equity Interests, from time to time acquired by such Pledgor in any manner,
and (iii) all Equity Interests issued in respect of the Equity Interests referred to in clause (i) or (ii) upon any consolidation or merger
of any issuer of such Equity Interests; provided, however, that Pledged Securities shall not include any Excluded Property.


 


“Pledgor” shall have the meaning
assigned to such term in the Preamble hereof.


 


“Real Property” shall mean, collectively,
all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real
property owned, leased or operated by any person, whether by lease, license or other means, together with, in each case, all easements,
hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and
contract rights and other property and rights incidental to the ownership, lease or operation thereof.


 


“Receivables” shall mean all (i)
Accounts, (ii) Chattel Paper, (iii) Payment Intangibles, (iv) General Intangibles, (v) Instruments and (vi) all other rights to payment,
whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services
rendered or to be rendered, regardless of how classified under the UCC together with all of Pledgors’ rights, if any, in any goods
or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Records
relating thereto.


 






     


    -13-


    

 


“Requirements of Law”
shall mean, collectively, any and all applicable requirements of any Governmental Authority including any and all laws, judgments, orders,
executive orders, decrees, ordinances, rules, regulations, statutes or case law.


 


“Release” shall mean any spilling,
leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing,
emanating or migrating of any Hazardous Material in, into, onto or through the Environment, or from, into or thru any structure or facility.


 


“Satellite” shall mean any satellite
owned by, or leased to the Issuer or any Guarantor.


 


“SEC” shall mean the Securities
and Exchange Commission.


 


“Secured Agreements” shall mean
the Indenture, the Notes, the Notes Guarantees and the Additional Secured Debt Documents.


 


“Secured Obligations”
shall mean (i) the Note Obligations and (ii) if any Additional Secured Obligations are incurred, all obligations, liabilities and indebtedness
(including, without limitation, principal, premium and/or interest (including, without limitation, all interest that accrues after the
commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any
Pledgor at the rate provided for in the respective documentation, whether or not such claim for post-petition interest is allowed in any
such proceeding) owing to any holder of Additional Secured Obligations (that has been designated as Additional Secured Obligations pursuant
to Section 12.1) under any Additional Secured Documents; provided that no obligations in respect of Additional Secured
Obligations (other than Additional Notes) shall constitute “Secured Obligations” unless the Additional Secured Agent for the
holders of such Additional Secured Obligations has executed an Additional Secured Party Joinder in the form of Exhibit 9 hereto.


 


“Secured Parties” shall mean,
collectively, the Collateral Agent, the Notes Secured Parties and any Additional Secured Parties.


 


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


 


“Securities Act” shall mean the
Securities Act of 1933, as amended.


 


“Securities Collateral” shall
mean, collectively, the Pledged Securities, the Intercompany Notes and the Distributions.


 


“Security Documents” means, collectively:


 


(1)       this
Agreement;


 






     


    -14-


    

 


(2)       any
mortgages after the Issue Date (as amended, restated, modified, supplemented, extended or replaced from time to time), among the Issuer
or the applicable Guarantor and the Collateral Agent;


 


(3)       all
other Security Documents (as defined in the Indenture), security agreements, pledge agreements, mortgages, deeds of trust, deeds
to secure debt, pledges, collateral assignments and other agreements or instruments evidencing or creating any security interest or Lien
in favor of the Collateral Agent for its benefit and the benefit of the Secured Parties.


 


“Survey” shall mean a survey of
any Mortgaged Property (and all improvements thereon) which is (a) (i) prepared by a surveyor or engineer licensed to perform surveys
in the jurisdiction where such Mortgaged Property is located, (ii) dated (or redated) not earlier than six months prior to the date
of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the
site of such Mortgaged Property or any easement, right of way or other interest in the Mortgaged Property has been granted or become effective
through operation of law or otherwise with respect to such Mortgaged Property which, in either case, can be depicted on a survey, in which
events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall
not have been completed as of such date of delivery, not earlier than 30 days prior to such date of delivery, or after the grant
or effectiveness of any such easement, right of way or other interest in the Mortgaged Property, (iii) certified by the surveyor
to the Collateral Agent and the Title Company, (iv) complying in all respects with the minimum detail requirements of the American
Land Title Association as such requirements are in effect on the date of preparation of such survey, (v) sufficient for the Title Company
to remove all standard survey exceptions from the title insurance policy (or commitment) relating to such Mortgaged Property and issue
the endorsements of the type required by Section 3.4(b)(2) and (vi) otherwise reasonably acceptable to the Title Company.


 


“Title Company” shall mean any
nationally recognized title insurance company as shall be retained by any Pledgor.


 


“Trademarks” shall mean, collectively,
with respect to each Pledgor, all trademarks (including service marks), slogans, logos, certification marks, trade dress, uniform resource
locators (URL’s), domain names, corporate names and trade names, whether registered or unregistered, owned by or assigned to such
Pledgor and all registrations and applications for the foregoing (whether statutory or common law that is established or registered in
the United States or any political subdivision thereof), together with any and all (i) rights and privileges arising under applicable
law with respect to such trademarks, (ii) renewals thereof, (iii) income, fees, royalties, damages and payments now and hereafter
due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements
thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present and future infringements
thereof.


 


“Trademark Security Agreement”
shall mean an agreement substantially in the form of Exhibit 6 hereto.


 






     


    -15-


    

 


“Trustee” shall have the meaning
assigned to such term in the Preamble hereof.


 


“TT&C Station” shall mean
an earth station operated by the Issuer or any of its Restricted Subsidiaries for the purpose of providing tracking, telemetry, control
and monitoring of any Satellite.


 


“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 Collateral Agent’s and the Secured Parties’ security interest
in any item or portion of the Pledged Collateral or Foreign 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.


 


SECTION
1.2.                    Interpretation.
The rules of interpretation specified in Indenture (including Section 1.04 thereof) shall be applicable to this Agreement.


 


SECTION
1.3.                   Resolution
of Drafting Ambiguities. Each Pledgor acknowledges and agrees that it was represented by counsel in connection with the execution
and delivery hereof, that it and its counsel reviewed and participated in the preparation and negotiation hereof and that any rule of
construction to the effect that ambiguities are to be resolved against the drafting party (i.e., the Collateral Agent) shall not
be employed in the interpretation hereof.


 


SECTION
1.4.                   Perfection
Certificate. The Collateral Agent and each Secured Party agree that the Perfection Certificate and all descriptions of Pledged Collateral
and Mortgaged Property, schedules, amendments and supplements thereto are and shall at all times remain a part of this Agreement.


 


ARTICLE
II



grant of security and secured obligations


 


SECTION
2.1.     Grant of Security Interest.
(a) As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants
to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest
of such Pledgor 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”):


 


		(i)	 	all of such Pledgor’s Accounts;



 


		(ii)	 	all of such Pledgor’s Equipment, Goods and Inventory;



 






     


    -16-


    

 


		(iii)	 	all of such Pledgor’s rights in respect of Documents, Instruments and Chattel Paper;



 


		(iv)	 	all of such Pledgor’s Letters of Credit and Letter-of-Credit Rights;



 


		(v)	 	all of such Pledgor’s Securities Collateral, subject to Section 11.14;



 


		(vi)	 	all of such Pledgor’s Investment Property;



 


		(vii)	 	all Intellectual Property Collateral;



 


		(viii)	 	such Pledgor’s interests with respect to the Commercial Tort Claims described on Schedule 12 to the Perfection Certificate;



 


		(ix)	 	all of such Pledgor’s General Intangibles;



 


		(x)	 	all of such Pledgor’s Money and all Deposit Accounts;



 


		(xi)	 	all of such Pledgor’s Supporting Obligations;



 


		(xii)	 	all of such Pledgor’s books and records relating to the Collateral;



 


		(xiii)	 	to the maximum extent permitted by law, all rights of such Pledgor against third parties, in each case, in, under or relating to the
FCC Licenses and the proceeds of any FCC Licenses, subject to Section 11.14; provided that such security interest does not include
at any time any FCC Licenses to the extent (but only to the extent) that at such time the Collateral Trustee may not validly possess a
security interest therein pursuant to the Communications Act of 1934, as amended, and the regulations promulgated thereunder, 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 FCC Licenses, subject to Section 11.14, and the right to receive all proceeds derived from or in connection with the sale, assignment
or transfer of the FCC Licenses;



 


		(xiv)	 	all of such Pledgor’s Satellites and associated equipment, including all ground segment equipment for tracking, telemetry, control
and monitoring of the Satellites located at any TT&C Station, subject to Section 11.14;



 


		(xv)	 	any of such Pledgor’s rights with respect to any agreement relating to any of the Satellites or associated equipment referred
to in the foregoing clause (xiv) (including any agreement for the purchase of any Satellite and any policy of insurance covering risk
of loss or damage to any Satellite);



 


		(xvi)	 	to the extent not covered by clauses (i) through (xv) of this
sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing
and all accessions to, substitutions and replacements for products of, each of the foregoing, any and all Proceeds of any insurance,
indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing.



 






     


    -17-


    

 


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


 


Notwithstanding anything to the contrary herein,
no Pledgor shall be required to take any actions, other than the filings of the UCC-1 financing statements with respect to any Pledgor
in the United States pursuant to Section 2.2(a) and delivery of certificates, agreements or instruments evidencing any Pledged Securities
pursuant to Section 3.1 and 3.2, to perfect, preserve or protect the security interest in Foreign Collateral located outside of the United
States, including for the avoidance of doubt, perfection in, preservation of or protection of any Intellectual Property Collateral, Intellectual
Property Licenses or proprietary rights of any type or nature that are registered or exist outside of the United States and no representation,
warranty or covenant relating thereto shall apply to any such Foreign Collateral.


 


SECTION
2.2.         Filings.
(a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any
time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto
that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any
financing statement or amendment relating to the Collateral, including (i) whether such Pledgor is an organization, the type of organization
and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents
without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Collateral
as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case
of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Pledged Collateral relates.
Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request
by the Collateral Agent.


 


(b)              
Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements
relating to the Collateral if filed prior to the date hereof.


 


(c)               Each
Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United
States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the
Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose
of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the
signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.


 






     


    -18-


    

 


(d)              
Notwithstanding the foregoing authorizations, in no event shall the Collateral Agent be obligated to prepare or file any financing
statements whatsoever, or to maintain the perfection of the security interest granted hereunder. Each Pledgor 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 Collateral Agent. Neither the Trustee nor the Collateral Agent shall 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.


 


ARTICLE
III



Perfection; Supplements; Further Assurances; Use of Pledged Collateral


 


SECTION
3.1.         Delivery of Certificated Securities Collateral.
Each Pledgor represents and warrants that the Collateral Agent has a perfected first priority security interest in all Pledged
Securities (in the case of Foreign Collateral, solely to the extent the UCC is applicable thereto) represented or evidenced by
certificates, agreements or instruments in existence on the date hereof and pledged by it hereunder. Each Pledgor hereby agrees to
promptly (but in any event within thirty (30) days of the execution and delivery of this Agreement or such longer period as the
Collateral Agent may agree in its reasonable discretion) deliver to the Collateral Agent all certificates, agreements or instruments
representing or evidencing the Securities Collateral (other than any Pledged Security credited on the books of a Clearing
Corporation or a Securities Intermediary) in existence on the date hereof in suitable form for transfer by delivery or accompanied
by duly executed instruments of transfer or assignment in blank. Each Pledgor hereby agrees that all certificates, agreements or
instruments representing or evidencing Securities Collateral (other than any Pledged Security credited on the books of a Clearing
Corporation or a Securities Intermediary) acquired by such Pledgor after the date hereof shall promptly (but in any event within
thirty (30) days after receipt thereof by such Pledgor or such longer period as the Collateral Agent may agree in its reasonable
discretion) be delivered to and held by or on behalf of the Collateral Agent pursuant hereto. All certificated Securities Collateral
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 Collateral Agent. The Collateral Agent shall have the right, at any
time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to
register in the name of the Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities
Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, upon
the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right at any time to
exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.


 






     


    -19-


    

 


SECTION
3.2.         Perfection of Uncertificated Securities Collateral.
Each Pledgor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated
Pledged Securities (in the case of Foreign Collateral, solely to the extent the UCC is applicable thereto) pledged by it hereunder that
are in existence on the date hereof. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by
certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, (i) cause, or with respect to
any issuer other than a Subsidiary of the Issuer, use commercially reasonable efforts to cause, the issuer to execute and deliver to the
Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 hereto
or such other form that is reasonably satisfactory to the Collateral Agent, (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 Collateral Agent 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 Collateral Agent, as directed by the applicable Secured Parties,
cause, or with respect to any issuer other than a Subsidiary of the Issuer, use commercially reasonable efforts to cause, (A) the Organizational
Documents of each such issuer that is a Subsidiary of the Issuer 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 Collateral
Agent in accordance with the provisions of Section 3.1; provided, however, that with respect to any issuer
other than a Subsidiary of the Issuer such commercially reasonable efforts shall not require any Pledgor to make out-of-pocket expenditures
(other than reasonable attorney’s fees and any other reasonable and customary costs required to satisfy the items set forth in clauses
(i), (ii) and (iii) of this Section 3.2, but specifically excluding the payment of any consideration or other compensation to any issuer
or any other person).


 


SECTION
3.3.         Financing Statements and Other Filings; Maintenance of Perfected Security
Interest. Each Pledgor represents and warrants that all
financing statements, agreements, instruments and other documents necessary
to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral have been delivered
to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental,
municipal or other office specified in Schedule 6 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and
expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected
first priority security interest subject only to Permitted Liens and file all UCC-3 continuations statements necessary to continue the
perfection of the security interest created by this Agreement.


 






     


    -20-


    

 



 


SECTION 3.4.        Real
Estate Collateral. Subject to the other terms and conditions
of this Section 3.4,


 


(a)           The Secured Obligations shall be secured by Mortgages upon all Mortgaged Property and Fixtures related to such Mortgaged Property
(other than Excluded Property), as additional security for the Secured Obligations.


 


(b)           In connection with the provision of a Mortgage on each Mortgaged Property described in clause (i) of the definition of “Mortgaged
Property” the related Pledgor will provide to the Collateral Agent within ninety (90) days of the execution and delivery of this
Agreement, or as soon as practicable thereafter using commercially reasonable efforts:


 


(1)           a Mortgage encumbering each such Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed
and acknowledged by each Pledgor that is the owner of a fee interest in such Mortgaged Property, in the form sufficient for recording
in the recording office of each applicable jurisdiction where each such Mortgaged Property is situated and sufficient to create a first
priority lien under the laws or requirements of the applicable jurisdiction, together with such financing statements and any other instruments
necessary to grant a mortgage lien under the laws or requirements of the applicable jurisdiction;


 


(2)           with respect to each such Mortgage, a policy of title insurance (or marked up title insurance commitment having the effect of a policy
of title insurance) insuring the lien of such Mortgage as a valid first mortgage lien on such Mortgaged Property and Fixtures described
therein in the amount equal to not less than the fair market value (determined based on assessed tax value) of such Mortgaged Property
and Fixtures, which policy (or such marked-up commitment) (each, a “Title Policy”) shall (A) be issued by the Title
Company, (B) to the extent necessary, include reinsurance arrangements (with provisions for direct access, if necessary), (C) contain
a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against
losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented
by customary endorsements to the extent available in the applicable jurisdiction at commercially reasonable rates, and (E) contain no
exceptions to title other than Permitted Liens or other exceptions acceptable to the Collateral Agent;


 



(3)           with respect
to each such Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification
(including a so-called “gap” indemnification) as may customarily be required by the Title Company to issue the Title Policy
and endorsements contemplated in Section 3.4(b)(2) above;


 






     


    -21-


    

 


(4)           with respect to each such Mortgaged Property, either (x) a Survey or (y) an existing survey together with a no-change affidavit, in
each case, sufficient for the Title Company to remove all standard survey exceptions from the Title Policy and issue customary survey-related
endorsements;


 


(5)           evidence of payment by (or on behalf of) the Pledgor of all Title Policy premiums, search and examination charges, escrow charges and
related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage and issuance
of the Title Policy referred to above;


 


(6)           with respect to each such Mortgaged Property, copies of all Leases in which any Pledgor holds the lessor’s interest or other agreements
relating to possessory interests, if any;


 


(7)           with respect
to each such Mortgaged Property, a zoning report issued by the Planning and Zoning Resource Corporation or such nationally recognized
other zoning consultant; and


 


(8)           a local counsel opinion with respect to each such Mortgaged Property with respect to the enforceability of the Mortgage and any related
fixture filing, and other customary matters.


 


(c)           After
Acquired Leasehold Property. Notwithstanding anything to the contrary contained in Sections 3.4(a) or (b) above or elsewhere in this
Agreement, with respect to any leasehold interest in Real Property described in clause (ii)(y) of the definition of “Mortgaged
Property” acquired after the date hereof (unless the subject leasehold
interest is already mortgaged to a third party to the extent permitted by the Indenture and each Additional Secured Agreement),
the related Pledgor will use commercially reasonable efforts to obtain (i) a consent agreement executed by the lessor or sublessor of
such Real Property, to the extent such consent is required pursuant to the terms of the applicable lease, and (ii) (y) evidence that
the applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in the jurisdiction in which such
Real Property is situated or (z) if such leasehold interest was acquired or subleased from the holder of a recorded leasehold interest,
the applicable assignment or sublease document, executed and acknowledged by such holder; provided, however, that such
commercially reasonable efforts shall not require any Pledgor to make out-of-pocket expenditures (other than reasonable attorney’s
fees and expenses, but specifically excluding the payment of any consideration or other compensation to any lessor, owner or sublessor
of such Real Property). In the event that a Pledgor is able to obtain the documents required pursuant to clauses (i) and (ii) above,
such Pledgor shall promptly grant to the Collateral Agent, within ninety (90)
days of the acquisition thereof (or as soon as practicable thereafter using commercially reasonable efforts), a security interest
in and Mortgage on such leasehold interest in Real Property as additional security for the Secured Obligations. Such Mortgage shall constitute
a valid and enforceable perfected lien subject only to Permitted Liens. Such Mortgage shall be duly recorded or filed in applicable recording
and/or filing offices of the county in which such Mortgaged Property is situated and all taxes, fees and other charges payable in connection
therewith shall be paid in full. Such Pledgor shall otherwise take such actions and execute and/or deliver to Collateral Agent such documents
as are set forth in Section 3.4(b) above, in each case as modified to reflect the fact that the Mortgaged Property is a leasehold
interest only.


 






     


    -22-


    

 


(d)           After
Acquired Owned Real Property. Each Pledgor shall promptly grant to the Collateral
Agent, within ninety (90) days of the acquisition thereof (or as soon as practicable thereafter using commercially reasonable
efforts), a security interest in and Mortgage on each fee interest in Real Property
described in clause (ii)(x) of the definition of “Mortgaged Property” acquired by such Pledgor after the date hereof as additional
security for the Secured Obligations (unless the subject Real Property is already mortgaged to a third party to the extent permitted
by the Indenture and each Additional Secured Agreement). Such Mortgage shall constitute a valid and enforceable perfected lien subject
only to Permitted Liens. Such Mortgage or instruments related thereto shall be duly recorded or filed in applicable recording and/or
filing offices of the county in which such Mortgaged Property is situated and all taxes, fees and other charges payable in connection
therewith shall be paid in full. Such Pledgor shall otherwise take such actions and execute and/or deliver to the Collateral Agent
such documents as are set forth in Section 3.4(b) above.


 


SECTION
3.5.        Other Actions.
In order to further ensure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Collateral
Agent’s security interest in the Pledged Collateral, each Pledgor represents and warrants (as to itself) as follows and agrees,
in each case at such Pledgor’s own expense, to take the following actions with respect to the following Pledged Collateral:


 


(a)           Instruments and Tangible Chattel Paper. As of the date hereof, no amounts payable under or in connection with any of the
Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed
in Schedule 10 to the Perfection Certificate, in each case in an amount in excess of $5,000,000 (other than checks and other
payment instruments received and collected in the Ordinary Course of Business). Each Instrument and each item of Tangible Chattel Paper
listed in Schedule 10 to the Perfection Certificate has been properly endorsed, assigned and delivered to the Collateral Agent,
accompanied by instruments of transfer or assignment duly executed in blank. If any amount then payable under or in connection with any
of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts
payable evidenced by any Instrument or Tangible Chattel Paper outstanding at such time (other than checks and other payment instruments
received and collected in the Ordinary Course of Business) and not previously delivered to the Collateral Agent exceeds $15,000,000
in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (but in any
event within thirty (30) days after receipt thereof) endorse, assign and deliver the same to the Collateral Agent, accompanied by such
instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify.


 






     


    -23-


    

 


(b)           Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule
13 to the Perfection Certificate. Assuming the due execution of the Deposit Account Control Agreements (to the extent possible after
using commercially reasonable efforts), the Collateral Agent has a first priority security interest in each such Deposit Account (other
than Excluded Accounts), which security interest is perfected by Control. To the extent a Pledgor establishes or maintains any Deposit
Account with any Bank (other than Excluded Accounts), such Pledgor shall use commercially reasonable efforts to have duly executed and
delivered a Control Agreement with respect to such Deposit Account within the later of (i) sixty (60) days following the Issue Date with
respect to such Deposit Account existing on the Issue Date or (ii) sixty (60) days after any such Deposit Account is established; provided,
however, that such commercially reasonable efforts shall not require any Pledgor to make out-of-pocket expenditures (other than
reasonable attorney’s fees and expenses, but specifically excluding the payment of any consideration or other compensation to any
person). The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition
of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from
time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing. Each Pledgor agrees that once
the Collateral Agent, after the occurrence and during the continuation of an Event of Default, sends an instruction or notice to a Bank
(with a copy to the applicable Pledgor) exercising its Control over any Deposit Account subject to a Deposit Account Control Agreement
such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions
for distribution or transfer of any funds in such Deposit Account as long as such Event of Default is continuing, and the Collateral Agent
agrees that promptly after such Event of Default shall have ceased to exist in accordance with the terms of the Indenture or Additional
Secured Agreement and the Issuer has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall deliver
written notice to the Bank rescinding the applicable instruction or notice, at which point the Pledgor’s right to give any instructions
or orders with respect to such Deposit Account shall be reinstated. None of the preceding provisions of this Section 3.5(b) shall apply
to any Excluded Accounts.


 






     


    -24-


    

 


(c)           Securities
Accounts and Commodity Accounts. (a) As of the date hereof, other than Excluded Accounts, no Pledgor has any Securities Accounts
or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Assuming the due execution of the
respective Securities Account Control Agreements or Commodity Account Control Agreements (to the extent possible after using
commercially reasonable efforts), the Collateral Agent has a first priority security interest in each such Securities Account and
Commodity Account, which security interest is perfected by Control. To the extent a Pledgor establishes or maintains any Securities
Account or Commodity Account with any Securities Intermediary or Commodity Intermediary, such Pledgor shall use commercially
reasonable efforts to have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity
Account, as the case may be, within the later of (i) sixty (60) days following the Issue Date with respect to such Securities
Account or Commodity Account existing on the Issue Date or (ii) sixty (60) days after any such Securities Account or Commodity
Account is established; provided, however, that such commercially reasonable efforts shall not require any Pledgor to
make out-of-pocket expenditures (other than reasonable attorney’s fees and expenses, but specifically excluding the payment of
any consideration or other compensation to any person). The Collateral Agent agrees with each Pledgor that the Collateral Agent
shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities
Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by
such Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and
withdrawal rights, would occur. Each Pledgor agrees that once the Collateral Agent, after the occurrence and during the continuation
of an Event of Default, sends an instruction or notice to a Securities Intermediary or Commodity Intermediary (with a copy to the
applicable Pledgor) exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any
instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for
investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or
Commodity Account as long as an Event of Default is continuing, and the Collateral Agent agrees that promptly after such Event of
Default shall have ceased to exist in accordance with the terms of the Indenture or Additional Secured Agreement and the Issuer has
delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall deliver written notice to the Securities
Intermediary or Commodity Intermediary rescinding the applicable instruction or notice, at which point the Pledgor’s right to
give any instructions or orders with respect to such Securities Account or Commodity Account shall be reinstated. None of the
preceding provisions of this Section 3.5(c) shall apply to any Excluded Accounts.


 


(ii)             
Subject to Section 11.1(b), as between the Collateral Agent and the Pledgors, the Pledgors shall bear the investment risk with respect
to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or the destruction of the Investment Property
and Pledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control
of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Pledgor or any other person.


 






     


    -25-


    

 


(d)           Electronic
Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged
Collateral in excess of $5,000,000 in the aggregate for all Pledgors
is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the
Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act
as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule
10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be
evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or
transferable record shall promptly notify the Collateral Agent thereof and shall use commercially reasonable efforts to take such
action to vest in the Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control
under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16
of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record; provided, however,
that such commercially reasonable efforts shall not require any Pledgor to make out-of-pocket expenditures (other than reasonable
attorney’s fees and expenses, but specifically excluding the payment of any consideration or other compensation to any
person). The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable
evidenced by Electronic Chattel Paper or any transferable record in which the Collateral Agent has not been vested control within
the meaning of the statutes described in the immediately preceding sentence, does not exceed $5,000,000
in the aggregate for all Pledgors. The Collateral Agent agrees with such Pledgor that the Collateral Agent will arrange, pursuant to
procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss
of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under
Section 9-105 of the UCC or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National
Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control,
unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor with
respect to such Electronic Chattel Paper or transferable record.


 


(e)           Commercial
Tort Claims. As of the date hereof, each Pledgor hereby represents and warrants that it holds no Commercial Tort Claims in an amount
in excess of $5,000,000 individually other than those listed in Schedule 12 to the Perfection Certificate. If any Pledgor shall
at any time hold or acquire a Commercial Tort Claim, such Pledgor shall promptly (in any event within thirty (30) days after acquisition
thereof) notify the Collateral Agent in writing signed by such Pledgor of the brief details thereof and grant to the Collateral Agent
in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be
in such form and substance as is reasonably necessary to grant a security interest in such Commercial Tort Claim.


 


(f)            Landlord’s
Access Agreements/Bailee Letters. Each Pledgor shall use its commercially reasonable efforts to obtain as soon as reasonably
practicable after the date hereof, with respect to each location set forth in Schedule 1 hereto, where such Pledgor maintains
Pledged Collateral, a Bailee Letter and/or Landlord Access Agreement, as applicable; provided that such Pledgor shall not be
required to use any efforts to obtain a Bailee Letter or a Landlord Access Agreement if the value of the Pledged Collateral held by
such bailee (or located in such leased location, as applicable) is less than $2,500,000,
so long as the aggregate value of the Pledged Collateral held at all locations set forth in Schedule 1 hereto with respect to
which neither a Bailee Letter nor a Landlord Access Agreement has been delivered is less than $5,000,000 in the aggregate; provided
further that such commercially reasonable efforts shall not require any Pledgor to make any out-of-pocket expenditures (other
than reasonable attorney’s fees and any other reasonable and customary costs required to obtain the items set forth in this
Section 3.5(g), but specifically excluding the payment of any consideration or other compensation to any bailee or landlord or any
other person).


 






     


    -26-


    

 


(g)           Insurance.
The Pledgors shall take commercially reasonable efforts to promptly (but in any event within ninety (90) days of the execution and delivery
of this Agreement or as soon as practicable thereafter using commercially reasonable efforts) deliver to the Collateral Agent (i) certificates
evidencing the material property and liability policies maintained by or on behalf of the Pledgors and (ii) endorsements with respect
to such policies which cause such policies to (a) name the Collateral Agent, on behalf of the Secured Parties, as an additional insured
thereunder and (b) contain a lenders loss payable/mortgagee clause or endorsement that names the Collateral Agent, on behalf of the Secured
Parties, as the lenders loss payee/mortgagee thereunder, with 30 days’ notice of cancellation, non-renewal or material change.


 


SECTION
3.6.       Joinder of Additional Guarantors.
The Pledgors shall cause each Subsidiary of the Issuer which, from time to time, after the date hereof shall be required to pledge any
assets to the Collateral Agent for the benefit of the Secured Parties pursuant to the provisions of any Secured Agreement, (a) to execute
and deliver to the Collateral Agent (i) a Joinder Agreement substantially in the form of Exhibit 3 hereto and (ii) a
Perfection Certificate, in each case, within thirty (30) days of the date on which it was acquired or created or (b) in the case
of a Subsidiary organized outside of the United States required to pledge any assets to the Collateral Agent, to execute and deliver
to the Collateral Agent such documentation as the Collateral Agent shall reasonably request and, in each case with respect to clauses
(a) and (b) above, upon such execution and delivery, such Subsidiary shall constitute a “Pledgor” for all purposes hereunder
with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement
shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force
and effect notwithstanding the addition of any new Pledgor as a party to this Agreement.


 






     


    -27-


    

 


SECTION
3.7.       Supplements; Further Assurances.
Each Pledgor shall take such further actions, and execute and/or deliver to the Collateral Agent such additional financing
statements, amendments, assignments, agreements, supplements, powers and instruments, as is reasonably necessary in order to create,
perfect, preserve and protect the security interest in the Pledged Collateral as provided herein and the rights and interests
granted to the Collateral Agent hereunder, to carry into effect the purposes hereof or better to assure and confirm the validity,
enforceability and priority of the Collateral Agent’s security interest in the Pledged Collateral or permit the Collateral
Agent to exercise and enforce its rights, powers and remedies hereunder with respect to any Pledged Collateral, including the filing
of financing statements, continuation statements and other documents (including this Agreement) under the Uniform Commercial Code
(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 Collateral Agent and in such offices
(including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by law to
perfect, continue and maintain the validity, enforceability and priority of the security interest in the Pledged Collateral as
provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties,
with respect to the Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor shall make, execute, endorse,
acknowledge, file or refile and/or deliver to the Collateral Agent from time to time upon reasonable request by the Collateral Agent
such lists, schedules, descriptions and designations of the Pledged Collateral, copies of warehouse receipts, receipts in the nature
of warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements,
additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports
and other assurances or instruments as the Collateral Agent shall reasonably request. If an Event of Default has occurred and is
continuing, the Collateral Agent may institute and maintain, in its own name or in the name of any Pledgor, such suits and
proceedings as the Collateral Agent 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 Pledged Collateral. All of the foregoing shall be at the sole cost and expense
of the Pledgors.


 


SECTION
3.8.       Satellite Leasehold Interests.
With respect to leases of Satellites, each Pledgor will use its commercially reasonable efforts to obtain the consent of the lessor or
sublessor of each such lease to the grant of a security interest in such lease pursuant hereto and exercise of remedies with respect
to any such lease pursuant hereto, within (i) 180 days following the Issue Date with respect to such leases existing on the Issue Date
and (ii) 180 days after entering into a new lease agreement with respect to a Satellite; provided that such commercially reasonable
efforts shall not require any Pledgor to make out-of-pocket expenditures (other than reasonable attorney’s fees and any other reasonable
and customary costs to obtain the items set forth in this Section 3.8, but specifically excluding the payment of any consideration or
other compensation to the lessor or sublessor of each such lease); and provided further that the consent of the lessor or sublessor
to the grant of a security interest in such lease shall be subject to Section 11.14.


 


ARTICLE
IV



representations, warranties and covenants


 


Each Pledgor represents, warrants and covenants as
follows:


 


SECTION
4.1.       Title.
Except for the security interest granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement
and Permitted Liens, such Pledgor owns and has rights and, as to Pledged Collateral acquired by it from time to time after the date hereof,
will own and have rights in each item of Pledged Collateral pledged by it hereunder, free and clear of any and all Liens or claims of
others, other than Permitted Liens. Each Pledgor has good and marketable title to (or valid leasehold interests in) all of its Mortgaged
Property, and all Fixtures purported to be owned by it, in each case free of Liens except Permitted Liens.


 






     


    -28-


    

 


SECTION
4.2.       Validity of Security Interest.
The security interest in and Lien on the Collateral and Mortgaged Property granted to the Collateral Agent for the benefit of the Secured
Parties hereunder or under the Mortgages constitutes (a) a legal and valid security interest in all the Pledged Collateral and Mortgaged
Property securing the payment of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 6
to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date
this representation is made or deemed made), a perfected security interest in all the Pledged Collateral and Mortgaged Property to the
extent a security interest therein can be perfected by the making of such filings and the taking of such actions.


 


SECTION
4.3.        Defense of Claims; Transferability of Pledged Collateral.
Subject to the provisions of the Indenture, each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged
by it hereunder and the security interest therein and Lien thereon granted to the Collateral Agent 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 Collateral Agent
or any other Secured Party other than Permitted Liens. There is no agreement, order, judgment or decree, and no Pledgor shall enter into
any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise impair or
conflict with such Pledgor’s obligations or the rights of the Collateral Agent hereunder.


 


SECTION
4.4.       Other Financing Statements.
It 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 Pledged Collateral, except such as have been filed in favor of the Collateral Agent pursuant to this Agreement or
in favor of any holder of a Permitted Lien with respect to such Permitted Lien or financing statements or public notices relating to
the termination statements listed on Schedule 8 to the Perfection Certificate. No Pledgor shall 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 Pledged Collateral, except financing statements and other statements and instruments filed or to
be filed in respect of and covering the security interests granted by such Pledgor to the holder of the Permitted Liens.


 






     


    -29-


    

 


SECTION
4.5.        Chief Executive Office; Change of Name; Jurisdiction
of Organization. 


 


(a)           No
Pledgor will effect any change (i) to its legal name, (ii) in the location of any Pledgor’s chief executive office, (iii) in
its identity or organizational structure, (iv) in its organizational identification number, if any, or (v) in its jurisdiction of
organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing
or organizing in any other jurisdiction), unless (A) it shall have given the Collateral Agent not less than 10 days prior (or such
lesser period agreed to by the Collateral Agent) written notice of its intention to do so and clearly describing such change and
providing such other information in connection therewith as necessary and appropriate and as the Collateral Agent may reasonably
request and (B) it shall have taken all action reasonably necessary to maintain the perfection and priority of the security interest
of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Pledgor agrees to promptly
provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding
sentence. Each Pledgor also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it
maintains books or records relating to Pledged Collateral owned by it or any office or facility at which Pledged Collateral is
located (including the establishment of any such new office or facility) other than changes in location to a Mortgaged Property or a
leased property subject to a Landlord Access Agreement.


 


(b)           The Collateral Agent shall have no duty to inquire about any of the changes described in clause (a) above.


 


SECTION
4.6.       Location of Inventory and Equipment. Except
for goods in transit and except as necessary in the Ordinary Course of Business, it shall not move any Equipment or Inventory with an
aggregate value in excess of $5,000,000 to any location, other than any location that is listed in the relevant Schedules to the Perfection
Certificate, unless (i) it shall have given the Collateral Agent not less than fifteen (15) days’ prior written notice of its intention
so to do, clearly describing such new location and providing such other information in connection therewith as may be reasonably necessary
and appropriate and as the Collateral Agent may reasonably request and (ii) to the extent required by Section 3.5(g) with respect to such
new location, such Pledgor shall agree to use commercially reasonable efforts to reasonably promptly obtain a Bailee Letter or Landlord
Access Agreement, in accordance with Section 3.5(g); provided that in no event shall any Equipment or Inventory be moved to any
location outside of the continental United States. 


 


SECTION
4.7.       Due Authorization and Issuance.
All of the Pledged Securities that are Equity Interests issued by the Pledgors existing on the date hereof have been, and to the extent
any such Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued
and fully paid and non-assessable to the extent applicable. There is no amount or other obligation owing by any Pledgor to the issuer
of such Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Pledgor’s status
as a partner or a member of any issuer of the Pledged Securities.


 


SECTION
4.8.       Consents, etc. In
the event that the Collateral Agent 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 Collateral Agent, such Pledgor agrees to use its commercially reasonable
efforts to assist and aid the Collateral Agent 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 any Pledgor 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).


 






     


    -30-


    

 


SECTION
4.9.       Pledged Collateral and Mortgaged Property.
All information set forth herein, including the schedules hereto, and all information contained in any documents, schedules and lists
heretofore delivered to any Secured Party, including the Perfection Certificate and the schedules thereto, in connection with this Agreement,
in each case, relating to the Pledged Collateral and Mortgaged Property, is accurate and complete in all material respects. The Pledged
Collateral and Mortgaged Property described on the schedules to the Perfection Certificate constitutes all of the property of such type
of Pledged Collateral and Mortgaged Property owned or held by the Pledgors.


 


SECTION
4.10.     Insurance.
In the event that the proceeds of any insurance claim are paid to any Pledgor after the Collateral Agent has exercised its right to foreclose
after an Event of Default, such Net Cash Proceeds shall be held in trust for the benefit of the Collateral Agent and immediately after
receipt thereof shall be paid to the Collateral Agent for application in accordance with Section 10.1.


 


ARTICLE
V



certain Provisions Concerning Securities Collateral


 


SECTION
5.1.        Pledge of Additional Securities Collateral.
Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit
of the Collateral Agent and promptly (but in any event within five Business Days after receipt thereof) deliver to the Collateral Agent
a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”),
and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional
Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien
hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral
Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge
Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.


 


SECTION
5.2.        Voting Rights; Distributions; etc. 


 


(a)           So
long as no Event of Default shall have occurred and be continuing:


 


(i)            Each
Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part
thereof for any purpose not inconsistent with the terms or purposes hereof, the Secured Agreements or any other document evidencing the
Secured Obligations; provided, however, that no Pledgor shall 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 Pledgors to satisfy their obligations under the Secured
Agreements or on the Collateral Agent’s ability to exercise its rights and remedies under the Secured Agreements.


 






     


    -31-


    

 



 



 




(ii)      
Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions,
but only if and to the extent made in accordance with the provisions of the Secured Agreements; provided, however, that
any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral
Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent,
be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five Business Days after receipt
thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).


 


(b)     
So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action
or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written
request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed
and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise
the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions
which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof.


 


(c)      
Upon the occurrence and during the continuance of any Event of Default:


 


(i)       
All rights of such Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to
Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent,
which shall thereupon have the sole right to exercise such voting and other consensual rights.


 


(ii)       All rights of such Pledgor to receive Distributions
which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease
and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold
as Pledged Collateral such Distributions.


 


(d)     
Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments
as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it
may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled
to receive under Section 5.2(c)(ii) hereof.


 


(e)     
All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(a)(ii) hereof shall
be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately
be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).


 






     


    -32-


    

 


SECTION
5.3.          Defaults, etc.
Each Pledgor hereby represents and warrants that (i) such Pledgor is not in default in the payment of any portion of any mandatory capital
contribution, if any, required to be made under any agreement to which such Pledgor is a party relating to the Pledged Securities pledged
by it that are Equity Interests issued by the Pledgors existing on the date hereof, and such Pledgor is not in violation of any other
provisions of any such agreement to which such Pledgor is a party, or otherwise in default or violation thereunder and (ii) no Securities
Collateral pledged by such Pledgor is subject to any defense, offset or counterclaim that has been asserted or alleged against such Pledgor
by any person with respect thereto.


 


SECTION
5.4.          Certain Agreements of Pledgors as Issuers and Holders of Equity Interests.


 


(a)      
In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement
relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it to the extent
permitted by law.


 


(b)      
In the case of each Pledgor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability
company or other entity, to the extent permitted by law such Pledgor hereby consents to the extent required by the applicable Organizational
Document to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability
company or other entity and, upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Securities
to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a substituted partner, shareholder
or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner,
limited partner, shareholder or member, as the case may be.


 


ARTICLE
VI



CERTAIN Provisions Concerning Intellectual

Property Collateral


 


SECTION
6.1.          Grant of Intellectual Property License.
For the purpose of enabling the Collateral Agent, during the continuance of an Event of Default, to exercise rights and remedies
under Article IX hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies,
and for no other purpose, each Pledgor hereby grants to the Collateral Agent effective upon such Event of Default, to the extent
assignable, an irrevocable, non-exclusive license to use or sublicense any of the Intellectual Property Collateral now owned or
hereafter acquired by such Pledgor. Such license shall include access to all media in which any of the licensed items may be
recorded or stored and to all computer programs used for the compilation or printout hereof.


 






     


    -33-


    

 


SECTION
6.2.          Protection of Collateral Agent’s Security.
On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the
Collateral Agent of any final adverse determination (exclusive of office actions and similar administrative proceedings) in any proceeding
or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark
Office or the United States Copyright Office regarding any Material Intellectual Property Collateral, such Pledgor’s right to register
such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect, (ii) maintain
all Material Intellectual Property Collateral as presently used and operated, to the extent such Pledgor would maintain the collateral
in the normal course, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, and not settle
or compromise any pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral,
in either case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge
thereof, promptly notify the Collateral Agent in writing of any event which may be reasonably expected to materially and adversely affect
the Pledgor’s rights to any Material Intellectual Property Collateral or the rights and remedies of the Collateral Agent in relation
thereto including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral, (v) not license
any Intellectual Property Collateral other than licenses entered into by such Pledgor in, or incidental to, the Ordinary Course of Business
or in such manner as would not otherwise be reasonably expected to have a material and adverse affect on the Pledgor’s rights to
such collateral, or amend or permit the amendment of any of the licenses in a manner other than in the Ordinary Course of Business that
materially and adversely affects the right to receive payments thereunder, or in any manner other than in the ordinary course of business
that would materially impair the Pledgor’s rights to any Intellectual Property Collateral, or the Lien on and security interest
in the Intellectual Property Collateral created therein hereby, (vi) diligently keep adequate records respecting the registrations
for all Intellectual Property Collateral and (vii) furnish to the Collateral Agent from time to time upon the Collateral Agent’s
reasonable request therefor reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property
Collateral and such other materials evidencing or reports pertaining to any Intellectual Property Collateral as the Collateral Agent may
from time to time reasonably request.


 


SECTION
6.3.          After-Acquired Property.
If any Pledgor shall at any time after the date hereof (i) obtain any rights to any additional Intellectual Property Collateral that
are registered with a Governmental Authority or the subject of a pending application for such registration or (ii) become
entitled to the benefit of any additional Intellectual Property Collateral that are registered with a Governmental Authority or the
subject of a pending application for such registration or any renewal or extension thereof, including any reissue, division,
continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property
Collateral, or if any intent-to use trademark application is no longer subject to clause (e) of the definition of “Excluded
Property,” the provisions hereof shall automatically apply thereto and any such item enumerated in the preceding clause (i) or
(ii) shall automatically constitute Pledged Collateral as if such would have constituted Pledged Collateral at the time of
execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party.
Each Pledgor shall reasonably promptly (and in any event within 30 days after the end of each calendar year in its annual reporting
statement) provide to the Collateral Agent (a) written notice of all such then current Intellectual Property Collateral that are
part of the Pledged Collateral that are registered with a Governmental Authority or the subject of a pending application for such
registration (other than confidential, non-published applications), and (b) confirm the attachment of the Lien and security interest
created by this Agreement to any rights described in clauses (i) and (ii) above by execution of an instrument in form reasonably
necessary to grant such a security interest to the Collateral Agent and the filing of any instruments or statements as shall be
reasonably necessary to create, preserve, protect or perfect the Collateral Agent’s security interest in such Intellectual
Property Collateral that are part of the Pledged Collateral, including recording with the United States Patent and Trademark office
and the United States Copyright office, as applicable. Further, each Pledgor authorizes the Collateral Agent as directed by the
applicable Secured Parties to modify this Agreement by amending Schedules 11(a) and 11(b) to the Perfection
Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof that are
Pledged Collateral.


 






     


    -34-


    

 


SECTION
6.4.          Litigation.
Unless there shall occur and be continuing any Event of Default, each Pledgor shall have the right to commence and prosecute in its own
name, as the party in interest, for its own benefit and at the sole cost and expense of the Pledgors, such applications for protection
of the Intellectual Property Collateral and suits, proceedings or other actions to prevent the infringement, counterfeiting, unfair competition,
dilution, diminution in value or other damage as are necessary to protect the Intellectual Property Collateral. Upon the occurrence and
during the continuance of any Event of Default, the Collateral Agent shall have the right (in conjunction with the Pledgor) but shall
in no way be obligated to file applications for protection of the Intellectual Property Collateral and/or bring suit in the name of any
Pledgor, the Collateral Agent or the Secured Parties to enforce the Intellectual Property Collateral and any license thereunder. In the
event of such suit, each Pledgor shall, at the reasonable request of the Collateral Agent, do any and all lawful acts and execute any
and all documents requested by the Collateral Agent in aid of such enforcement and the Pledgors shall promptly reimburse and indemnify
the Collateral Agent for all costs and expenses incurred by the Collateral Agent in the exercise of its rights under this Section 6.4
in accordance with Section 7.07 of the Indenture. In the event that the Collateral Agent shall elect not to bring suit to
enforce the Intellectual Property Collateral, each Pledgor agrees, at the reasonable request of the Collateral Agent, to take all commercially
reasonable actions necessary, whether by suit, proceeding or other action, to prevent the infringement, counterfeiting, unfair competition,
dilution, diminution in value of or other damage to any of the Intellectual Property Collateral by any person in each case as shall be
consistent with commercially reasonable business judgment.


 






     


    -35-


    

 


ARTICLE
VII


 


CERTAIN PROVISIONS CONCERNING RECEIVABLES


 


SECTION
7.1.          Maintenance of Records.
Each Pledgor shall keep and maintain at its own cost and expense complete records of each Receivable, including records of all payments
received, all credits granted thereon, all merchandise returned and all other documentation relating thereto, in each case to the extent,
and in a manner, consistent with prudent business practice or current business practice. Each Pledgor shall, at such Pledgor’s sole
cost and expense, upon the Collateral Agent’s reasonable demand made at any time after the occurrence and during the continuance
of any Event of Default, to the extent permitted by law, promptly deliver all tangible evidence of Receivables, including all documents
evidencing Receivables and any books and records relating thereto to the Collateral Agent or to its representatives (copies of which evidence
and books and records may be retained by such Pledgor). Upon the occurrence and during the continuance of any Event of Default, to the
extent permitted by law the Collateral Agent may transfer a full and complete copy of any Pledgor’s books, records, credit information,
reports, memoranda and all other writings relating to the Receivables to and for the use by any person that has acquired or is contemplating
acquisition of an interest in the Receivables or the Collateral Agent’s security interest therein without the consent of any Pledgor.


 


SECTION
7.2.          Legend.
If an Event of Default has occurred and is continuing, each Pledgor shall legend the Receivables and the other books, records and documents
of such Pledgor evidencing or pertaining to the Receivables with an appropriate reference to the fact that the Receivables have been assigned
to the Collateral Agent for the benefit of the Secured Parties and that the Collateral Agent has a security interest therein.


 


ARTICLE
VIII


 


Transfers


 


SECTION
8.1.          Transfers of Pledged Collateral or Mortgaged Property.
No Pledgor shall sell, convey, assign or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral, Mortgaged
Property or Foreign Collateral pledged by it hereunder except as expressly permitted by the Secured Agreements.


 






     


    -36-


    

 


ARTICLE
IX


 


REMEDIES


 


SECTION
9.1.          Remedies.



 


(a)      
 Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may to the extent permitted by law
from time to time exercise in respect of the Pledged Collateral and the Foreign Collateral, in addition to the other rights and remedies
provided for herein or otherwise available to it, the following remedies:


 


(i)       
Other than with respect to Satellites, TT&C Stations and related property and equipment, personally, or by agents or attorneys, immediately
take possession of the Pledged Collateral and the Foreign Collateral or any part thereof, from any Pledgor or any other person who then
has possession of any part thereof, and for that purpose may enter upon any Pledgor’s premises where any of the Pledged Collateral
or Foreign Collateral is located, remove such Pledged Collateral or Foreign Collateral, remain present at such premises to receive copies
of all communications and remittances relating to the Pledged Collateral and Foreign Collateral and use in connection with such removal
and possession any and all services, supplies, aids and other facilities of any Pledgor;


 


(ii)      Demand, sue for, collect or receive any money
or property at any time payable or receivable in respect of the Pledged Collateral and Foreign Collateral including instructing the obligor
or obligors on any agreement, instrument or other obligation constituting part of the Pledged Collateral or Foreign Collateral to make
any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent, and in connection
with any of the foregoing, compromise, settle, extend the time for payment and make other modifications with respect thereto; provided,
however, that in the event that any such payments are made directly to any Pledgor, prior to receipt by any such obligor of such
instruction, such Pledgor shall segregate all amounts received pursuant thereto in trust for the benefit of the Collateral Agent and shall
promptly (but in no event later than one (1) Business Day after receipt thereof) pay such amounts to the Collateral Agent;


 


(iii)     
Sell, assign, grant a license to use or otherwise liquidate, or direct any Pledgor to sell, assign, grant a license to use or otherwise
liquidate, any and all investments made in whole or in part with the Pledged Collateral and Foreign Collateral or any part thereof, and
take possession of the proceeds of any such sale, assignment, license or liquidation;


 


(iv)    
Take possession of the Pledged Collateral and Foreign Collateral or any part thereof, by directing any Pledgor in writing to deliver
the same to the Collateral Agent at any place or places so designated by the Collateral Agent, in which event such Pledgor shall at its
own expense: (A) forthwith cause the same to be moved to the place or places designated by the Collateral Agent and therewith delivered
to the Collateral Agent, (B) store and keep any Pledged Collateral and Foreign Collateral so delivered to the Collateral Agent at
such place or places pending further action by the Collateral Agent and (C) while the Pledged Collateral or Foreign Collateral shall
be so stored and kept, provide such security and maintenance services as shall be necessary to protect the same and to preserve and maintain
them in good condition. Each Pledgor’s obligation to deliver the Pledged Collateral and Foreign Collateral as contemplated in this
Section 9.1(iv) is of the essence hereof. Upon application to a court of equity having jurisdiction, the Collateral Agent
shall be entitled to a decree requiring specific performance by any Pledgor of such obligation;


 






     


    -37-


    

 


(v)     
 Withdraw all moneys, instruments, securities and other property in any bank, financial securities, deposit or other account of any Pledgor
constituting Pledged Collateral or Foreign Collateral for application to the Secured Obligations as provided in Article X hereof;


 


(vi)     Retain and apply the Distributions to
the Secured Obligations as provided in Article X hereof;


 


(vii)   
Exercise any and all rights as beneficial and legal owner of the Pledged Collateral and Foreign Collateral, including perfecting assignment
of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral or Foreign Collateral;
and


 


(viii)  
Exercise all the rights and remedies of a secured party on default under the UCC, and the Collateral Agent may also, without notice except
as specified in Section 9.2 hereof, sell, assign or grant a license to use the Pledged Collateral and Foreign Collateral
or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral
Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms
as the Collateral Agent may deem commercially reasonable. The Collateral Agent or any other Secured Party or any of their respective
Affiliates may be the purchaser, licensee, assignee or recipient of the Pledged Collateral and Foreign Collateral or any part thereof
at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or
any portion of the Pledged Collateral and Foreign Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured
Obligations owed to such person as a credit on account of the purchase price of the Pledged Collateral and Foreign Collateral or any
part thereof payable by such person at such sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire the
property sold, assigned or licensed absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives,
to the fullest extent permitted by law, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future
have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall not be obligated to make any sale
of the Pledged Collateral or Foreign Collateral or any part thereof regardless of notice of sale having been given. The Collateral Agent
may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned. Each Pledgor hereby waives, to the fullest extent permitted
by law, any claims against the Collateral Agent arising by reason of the fact that the price at which the Pledged Collateral and Foreign
Collateral or any part thereof may have been sold, assigned or licensed at such a private sale was less than the price which might have
been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Pledged Collateral
or Foreign Collateral to more than one offeree.


 






     


    -38-


    

 


(b)      Except
as provided in the succeeding sentence, if an Event of Default has occurred and is continuing, the Collateral Agent will only be
permitted, subject to applicable law, to exercise remedies and sell the Pledged Collateral and the Foreign Collateral under this
Agreement at the direction of the holders of a majority in the aggregate principal amount of the outstanding Secured Obligations. If
the Collateral Agent shall not have received appropriate instruction within 10 days of a request therefor from the applicable
Secured Parties or their representatives (or such shorter period as reasonably may be specified in such notice or as may be
necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action as it shall deem
to be in the best interests of the Secured Parties and the Collateral Agent shall have no liability to any Person for such action or
inaction. The Collateral Agent shall be authorized to take, but shall not be required to take, and shall in no event have any
liability for the taking, any delay in taking or the failure to take, such actions with regard to a Default or an Event of Default
which the Collateral Agent, in good faith, believes to be reasonably required to promote and protect the interests of the Secured
Parties and to preserve the value of the Pledged Collateral and the Foreign Collateral and shall give the Secured Parties
appropriate notice of such action. Any action taken or not taken without the vote of any Secured Party or Secured Party under this Section
9.1(b) shall nevertheless be binding on such Secured Party or Secured Parties.


 


SECTION
9.2.          Notice of Sale.
Each Pledgor acknowledges and agrees that, to the extent notice of sale or other disposition of the Pledged Collateral and Foreign Collateral
or any part thereof shall be required by law, ten (10) Business Days’ prior notice to such Pledgor of the time and place of any
public sale or of the time after which any private sale or other intended disposition is to take place shall be commercially reasonable
notification of such matters. No notification need be given to any Pledgor if it has signed, after the occurrence of such Event of Default,
a statement renouncing or modifying any right to notification of sale or other intended disposition.


 


SECTION
9.3.          Waiver of Notice and Claims.
Each Pledgor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Collateral
Agent’s taking possession or the Collateral Agent’s disposition of the Pledged Collateral or Foreign Collateral or any part
thereof, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which such Pledgor would
otherwise have under law, and each Pledgor hereby further waives, to the fullest extent permitted by applicable law: (i) all damages
occasioned by such taking of possession, (ii) all other requirements as to the time, place and terms of sale or other requirements
with respect to the enforcement of the Collateral Agent’s rights hereunder and (iii) all rights of redemption, appraisal, valuation,
stay, extension or moratorium now or hereafter in force under any applicable law. The Collateral Agent shall not be liable for any incorrect
or improper payment made pursuant to this Article IX in the absence of gross negligence or willful misconduct on the part
of the Collateral Agent. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral or Foreign
Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor
therein and thereto, and shall be a perpetual bar both at law and in equity against such Pledgor and against any and all persons claiming
or attempting to claim the Pledged Collateral or Foreign Collateral so sold, optioned or realized upon, or any part thereof, from, through
or under such Pledgor.


 






     


    -39-


    

 


SECTION 9.4.         Certain
Sales of Pledged Collateral and Foreign Collateral.


 


(a)     
Each Pledgor recognizes that, by reason of certain prohibitions contained in law, rules, regulations or orders of any Governmental
Authority, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral and Foreign Collateral,
to limit purchasers to those who meet the requirements of such Governmental Authority. Each Pledgor acknowledges that any such sales may
be at prices and on terms less favorable to the Collateral Agent 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 Collateral Agent shall have no obligation to engage in public sales.


 


(b)     
Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act, and applicable state securities
laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral and Investment Property,
to limit purchasers to persons who will agree, among other things, to acquire such Securities Collateral or Investment Property for their
own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private
sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions
(including a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances,
agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent
shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral or Investment Property
for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the
Securities Act or under applicable state securities laws, even if such issuer would agree to do so.


 


(c)      
If the Collateral Agent determines to exercise its right to sell any or all of the Securities Collateral or Investment Property,
upon written request, the applicable Pledgor shall determine and inform the Collateral Agent of the number of securities included in the
Securities Collateral or Investment Property which may be sold by the Collateral Agent as exempt transactions under the Securities Act
and the rules of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.


 


(d)      
Each Pledgor further agrees that a breach of any of the covenants contained in this Section 9.4 will cause irreparable injury
to the Collateral Agent and the other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy
at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9.4 shall be specifically
enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defenses against an action for specific
performance of such covenants except for a defense that no Event of Default has occurred and is continuing.


 






     


    -40-


    

 


SECTION 9.5.         No
Waiver; Cumulative Remedies.


 


(a)      
No failure on the part of the Collateral Agent to exercise, no course of dealing with respect to, and no delay on the part of the
Collateral Agent in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right, power, privilege or remedy hereunder preclude any other or further exercise thereof or the exercise of any
other right, power, privilege or remedy; nor shall the Collateral Agent be required to look first to, enforce or exhaust any other security,
collateral or guaranties. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided
by law or otherwise available.


 


(b)      
In the event that the Collateral Agent shall have instituted any proceeding to enforce any right, power, privilege or remedy under
this Agreement or any other Loan Document by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the Collateral Agent, then and in every such case, the Pledgors, the
Collateral Agent and each other Secured Party shall be restored to their respective former positions and rights hereunder with respect
to the Pledged Collateral and Foreign Collateral, and all rights, remedies, privileges and powers of the Collateral Agent and the other
Secured Parties shall continue as if no such proceeding had been instituted.


 


SECTION
9.6.          Certain Additional Actions Regarding Intellectual Property.
If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent as directed by the applicable
Secured Parties, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of the registered Patents,
Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes
hereof. Within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the
Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the
date of the Event of Default as the Collateral Agent may reasonably designate, as directed by the applicable Secured Parties, to permit
such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under
the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to perform their prior functions on the Collateral
Agent’s behalf.


 


ARTICLE
X


 


PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS; Application of Proceeds


 


SECTION
10.1.        Application of Proceeds.


 


(a)               The
proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of
the Pledged Collateral, Foreign Collateral or Mortgaged Property pursuant to the exercise by the Collateral Agent of its remedies or
the proceeds received by the Collateral Agent in respect of any Casualty Event (as defined in the Mortgages) shall be applied,
together with any other sums then held by the Collateral Agent pursuant to this Agreement, as follows:


 






     


    -41-


    

 


First,
to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses, taxes and other amounts (including fees,
expenses, charges and disbursements of counsel to the Collateral Agent) payable to the Collateral Agent in its capacity as such;


 


Second,
to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses, taxes and other amounts (including fees,
charges and disbursements of counsel to the Additional Secured Agent) payable to the Additional Secured Agent in its capacity as such;


 


Third,
to payment of that portion of the Secured Obligations constituting fees, indemnities and all other amounts payable to the Secured Parties
(without priority of any one over any other) pro rata to the Secured Parties in proportion to the unpaid amounts of Secured Obligations
with such proceeds applied (i) as among the Notes Secured Parties, as set forth in the Indenture and (ii) as among the Additional Secured
Parties, as set forth in the applicable Additional Secured Documents; and


 


Last,
the balance, if any, after all of the Secured Obligations have been paid in full, to the Pledgors or as otherwise required by Law.


 


(b)      
In making the determination and allocations required by this Section 10.1, the Collateral Agent may conclusively rely upon
information supplied by (i) the Trustee under the Indenture as to the amounts of unpaid principal and interest and other amounts outstanding
with respect to the Notes Obligations and (ii) the applicable Authorized Representative as to the amounts of unpaid principal and interest
and other amounts outstanding with respect to such Additional Secured Obligations and the Collateral Agent shall have no liability to
any of the Secured Parties for actions taken in reliance on such information; provided that nothing in this sentence shall prevent
any Pledgor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral
Agent pursuant to this Section 10.1 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest
error), and the Collateral Agent shall have no duty to inquire as to the application by the Trustee, or an Authorized Representative of
any amounts distributed to such Person. If, despite the provisions of this Agreement, any Secured Party shall receive any payment or other
recovery in excess of its portion of payments on account of the Secured Obligations to which it is then entitled in accordance with this
Agreement, such Secured Party shall hold such payment or other recovery in trust for the benefit of all Secured Parties hereunder for
distribution in accordance with this Section 10.1.


 


(c)       Notwithstanding
the pari passu nature of all the Secured Obligations under the Notes (including any Additional Notes), on the one hand, and the
other Additional Secured Obligations, on the other hand, in the event of any determination by a court of competent jurisdiction that
(i) any of such other Additional Secured Obligations is unenforceable under applicable law or are subordinated to any other
obligations, (ii) any of such other Additional Secured Obligations does not have an enforceable security interest in any of the
Pledged Collateral, Foreign Collateral or Mortgaged Property and/or (iii) any intervening security interest exists securing any
other Obligations (other than Obligations under the Notes (including the Additional Notes) or other series of Additional Secured
Obligations) on a basis ranking prior to the security interest of such other Additional Secured Obligations but junior to the
security interest of the obligations under the Notes (including the Additional Notes) (any such condition referred to in the
foregoing clauses (i), (ii) or (iii) with respect to any such Additional Secured Obligations, an “Impairment” of such
other Additional Secured Obligations), the results of such Impairment shall be borne solely by the holders of such other Additional
Secured Obligations, and the rights of the holders of such other Additional Secured Obligations (including, without limitation, the
right to receive distributions in respect of such other Additional Secured Obligations) set forth herein shall be modified to the
extent necessary so that the effects of such Impairment are borne solely by the holders of such other Additional Secured Obligations
subject to such Impairment. Notwithstanding the foregoing, with respect to any Pledged Collateral, Foreign Collateral or Mortgaged
Property for which a third party (other than a holder of Additional Secured Obligations) has a lien or security interest that is
junior in priority to the security interest of the holders of the Notes (including the Additional Notes) but senior (as determined
by appropriate legal proceedings in the case of any dispute) to the security interest of the holder of any other Additional Secured
Obligations (such third party, an “Intervening Creditor”), the value of any Pledged Collateral, Foreign Collateral or
Mortgaged Property or proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the
Collateral or proceeds to be distributed in respect of the Additional Secured Obligations with respect to which such Impairment
exists.


 






     


    -42-


    

 




 


ARTICLE
XI


 


miscellaneous


 


SECTION
11.1.        Concerning Collateral Agent.


 


By way of supplement to Section 10.09 of the Indenture,
it is agreed as follows:


 


(a)               Each
Secured Party hereby appoints U.S. Bank National Association to
serve as Collateral Agent and representative of the Secured Parties under each of the Security Documents and authorizes and directs
the Collateral Agent to act as agent for the Secured Parties for the purpose of executing and delivering, on behalf of all the
Secured Parties, the Security Documents and any other documents or instruments related thereto or necessary or, as determined by the
Collateral Agent, desirable to perfect the Liens granted to the Collateral Agent thereunder and, subject to the provisions of this
Agreement, for the purpose of enforcing the Secured Parties’ rights in respect of the Pledged Collateral, Foreign Collateral
or Mortgaged Property and the obligations of the Pledgors under the Security Documents, and for the purpose of, or in connection
with, releasing the obligations of the Pledgors under the Security Documents. Without limiting the generality of the foregoing, the
Collateral Agent is further hereby appointed as agent for each of the Secured Parties to hold the Liens on the Pledged Collateral,
Foreign Collateral or Mortgaged Property granted pursuant to the Security Documents with sole authority (subject to the Secured
Agreements) to exercise remedies under the Security Documents. The Collateral Agent shall have the right hereunder to make demands,
to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including the release
or substitution of the Pledged Collateral, Foreign Collateral or Mortgaged Property), in accordance with the Secured Agreements. The
Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or
misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Collateral Agent may resign and a successor
Collateral Agent may be appointed in the manner provided in Section 10.09 of the Indenture and, as applicable, in the manner
provided in each Additional Secured Agreement. Upon the acceptance of any appointment as the Collateral Agent by a successor
Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Collateral Agent under the Secured Agreements, and the retiring Collateral Agent shall
thereupon be discharged from its duties and obligations under the Secured Agreements. After any retiring Collateral Agent’s
resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under the Secured
Agreements while it was the Collateral Agent.


 






     


    -43-


    

 


(b)              
The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral
and Foreign Collateral in its possession if such Pledged Collateral or Foreign Collateral is accorded treatment substantially equivalent
to that which the Collateral Agent, in its individual capacity, accords its own property consisting of similar instruments or interests,
it being understood that neither the Collateral Agent nor any of the Secured Parties shall have responsibility for (i) ascertaining or
taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral,
whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary
steps to preserve rights against any person with respect to any Pledged Collateral or Foreign Collateral.


 


(c)              
The Collateral Agent shall be entitled to conclusively rely upon any written notice, statement, certificate, order or other document
or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person, and, with
respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it (who may be counsel
to one or more Pledgors). The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice
of the occurrence of any Default or Event of Default unless and until the Collateral Agent has received written notice from a Secured
Party, an Authorized Representative or the Issuer referring to the applicable Secured Agreement, describing such Default or Event of Default
and stating that it is a “notice of default” or a “notice of event of default,” setting forth in reasonable detail
the facts and circumstances thereof and stating that the Collateral Agent may conclusively rely on such notice without further inquiry.
The Collateral Agent shall have no obligation or duty prior to or after receiving any such notice to inquire whether a Default or Event
of Default has in fact occurred and shall be entitled to conclusively rely, and shall be fully protected in so relying, on any such notice
furnished to it.


 






     


    -44-


    

 





(d)              
 If any item of Pledged Collateral also constitutes collateral granted to the Collateral Agent under any other deed of trust, mortgage,
security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of
such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, the Collateral
Agent, in its sole discretion, shall select which provision or provisions shall control.


 


(e)              
The Collateral Agent may conclusively rely on advice of counsel as to whether any or all UCC financing statements of the Pledgors
need to be amended as a result of any of the changes described in Section 4.5 hereof. If any Pledgor fails to provide information
to the Collateral Agent about such changes on a timely basis, the Collateral Agent shall not be liable or responsible to any party for
any failure to maintain a perfected security interest in such Pledgor’s property constituting Pledged Collateral, for which the
Collateral Agent needed to have information relating to such changes. The Collateral Agent shall have no duty to inquire about such changes
if any Pledgor does not inform the Collateral Agent in writing of such changes, the parties acknowledging and agreeing that it would not
be feasible or practical for the Collateral Agent to search for information on such changes if such information is not provided by any
Pledgor.


 


(f)               
It is agreed that the provisions of Section 10.09 of the Indenture apply to this Agreement.


 


(g)            The
parties hereto agree that the Collateral Agent shall have no obligation to request any action or document or exercise any discretion
provided for hereunder unless it was instructed in writing to do so by the required Holders of the Notes pursuant to the Indenture.


 


SECTION
11.2.        Collateral Agent May Perform; Collateral Agent Appointed
Attorney-in-Fact. If any Pledgor shall fail to perform
any covenants contained in the Secured Agreements (including such Pledgor’s covenants to (i) pay the premiums in respect of
all required insurance policies hereunder, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and
governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s,
repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by
operation of law against, all or any portion of the Pledged Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay or
perform any obligations of such Pledgor under any Pledged Collateral) or if any representation or warranty on the part of any
Pledgor contained herein shall be breached, the Collateral Agent 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 Collateral Agent
shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which such Pledgor fails to
pay or perform as and when required hereby and which such Pledgor does not contest in accordance with the provisions of the Secured
Agreements. Any and all amounts so expended by the Collateral Agent shall be paid by the Pledgors in accordance with the provisions
of Section 7.07 of the Indenture. Neither the provisions of this Section 11.2 nor any action taken by the Collateral Agent
pursuant to the provisions of this Section 11.2 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. Each Pledgor hereby appoints
the Collateral Agent its attorney-in-fact, with full power and authority in the place and stead of such Pledgor and in the name of
such Pledgor, or otherwise, from time to time, to take any action and to execute any instrument consistent with the terms of the
Secured Agreements and the Security Documents which are reasonably necessary or advisable to accomplish the purposes hereof (but the
Collateral Agent shall not be obligated to and shall have no liability to such Pledgor 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. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue
hereof.


 






     


    -45-


    

 


SECTION
11.3.        Continuing Security Interest; Assignment.
This Agreement shall create a continuing security interest in the Pledged Collateral and Foreign Collateral and shall (i) be binding
upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Collateral
Agent hereunder, to the benefit of the Collateral Agent and the other Secured Parties and each of their respective successors, transferees
and assigns. No other persons (including any other creditor of any Pledgor) shall have any interest herein or any right or benefit with
respect hereto. Without limiting the generality of the foregoing clause (ii), any Secured Party 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 such Secured Party, herein or otherwise, subject however, to the provisions of the applicable
Secured Agreement. Each of the Pledgors 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 or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any Pledgor or otherwise.


 


SECTION
11.4.        Termination; Release.



 


(a)              
When all the Secured Obligations (other than contingent indemnification Secured Obligations as to which no claim has been asserted)
have been paid in full and no commitments remain under any Additional Secured Debt Documents, this Agreement shall terminate. Upon termination
of this Agreement, the Pledged Collateral and the Foreign Collateral shall be automatically released from the Lien of this Agreement.


 


(b)              
The Liens securing the Notes Obligations, will, automatically and without the need for any further action by any Person be released,
in whole or in part, as provided in Section 10.03 of the Indenture.


 


(c)              
The Liens securing the Additional Secured Obligations of any series will be released, in whole or in part, as provided in the indenture
and the Additional Secured Documents governing such obligations.


 






     


    -46-


    

 


SECTION
11.5.      Modification in Writing.
Except as permitted by Section 9.01 of the Indenture, no amendment, modification, supplement, termination or waiver of or to any
provision hereof, nor consent to any departure by any Pledgor therefrom, shall be effective unless the same shall be made in
accordance with the terms of the Indenture, each Additional Secured Agreement and unless 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 any Pledgor 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 any Pledgor in any case shall entitle any Pledgor to
any other or further notice or demand in similar or other circumstances.


 


SECTION
11.6.      Notices. Unless
otherwise provided herein or in the Indenture, any notice or other communication herein required or permitted to be given shall be given
in the manner and become effective as set forth in the Indenture, as to any Pledgor, addressed to it at the address of the Issuer set
forth in the Indenture, as to the Collateral Agent, in writing and addressed to it at the address set forth in the Indenture, and as to
any Authorized Representative, addressed to it at the address set forth in the applicable Additional Secured Party Joinder or in each
case at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the
terms of this Section 11.6.


 


SECTION
11.7.      Governing Law.
Section 12.08 of the Indenture is incorporated herein, mutatis mutandis, as if a part hereof.


 


SECTION
11.8.      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
11.9.      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
11.10.        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
11.11.      No Credit for Payment of Taxes or Imposition.
Each Pledgor shall not be entitled to any credit against the principal, premium, if any, or interest payable under the Secured
Agreements, and each such Pledgor shall not be entitled to any credit against any other sums which may become payable under
the terms thereof or hereof, by reason of the payment of any Tax on the Pledged Collateral, Foreign Collateral or Mortgaged Property
or any part thereof.


 






     


    -47-


    

 


SECTION
11.12.       No Claims Against Collateral Agent.
Nothing contained in this Agreement shall constitute any consent or request by the Collateral Agent, express or implied, for the performance
of any labor or services or the furnishing of any materials or other property in respect of the Pledged Collateral or Mortgaged Property
or any part thereof, nor as giving any Pledgor any right, power or authority to contract for or permit the performance of any labor or
services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against the Collateral
Agent in respect thereof or any claim that any Lien based on the performance of such labor or services or the furnishing of any such materials
or other property is prior to the Lien hereof.


 


SECTION
11.13.        No Release. Nothing set forth in
this Agreement or any other Security Document, nor the exercise by the Collateral Agent of any of the rights or remedies hereunder, shall
relieve any Pledgor from the performance of any term, covenant, condition or agreement on such Pledgor’s part to be performed or
observed under or in respect of any of the Pledged Collateral or Foreign Collateral or from any liability to any person under or in respect
of any of the Pledged Collateral or Foreign Collateral or shall impose any obligation on the Collateral Agent or any other Secured Party
to perform or observe any such term, covenant, condition or agreement on such Pledgor’s part to be so performed or observed or shall
impose any liability on the Collateral Agent or any other Secured Party for any act or omission on the part of such Pledgor relating thereto
or for any breach of any representation or warranty on the part of such Pledgor contained in this Agreement, the Secured Agreements or
the other Security Documents, or under or in respect of the Pledged Collateral or Foreign Collateral or made in connection herewith or
therewith. Anything herein to the contrary notwithstanding, neither the Collateral Agent nor any other Secured Party shall have any obligation
or liability under any contracts, agreements and other documents included in the Pledged Collateral or Foreign Collateral by reason of
this Agreement, nor shall the Collateral Agent or any other Secured Party be obligated to perform any of the obligations or duties of
any Pledgor thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Pledged
Collateral or Foreign Collateral hereunder. The obligations of each Pledgor contained in this Section 11.13 shall survive
the termination hereof and the discharge of such Pledgor’s other obligations under this Agreement, the Secured Agreements and the
other Security Documents.


 






     


    -48-


    

 


SECTION
11.14.       FCC Matters.


 


(a)               Notwithstanding
anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, agrees that to the extent prior FCC
approval is required pursuant to Communications Laws for (i) the operation and effectiveness of any grant, right or remedy hereunder
or under any other Security Document or (ii) taking any action that may be taken by the Collateral Agent hereunder or under the
other Security Documents, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or
in favor of the Collateral Agent, on behalf of the Secured Parties.  Notwithstanding anything herein to the contrary, the
Collateral Agent, on behalf of the Secured Parties, acknowledges that, to the extent required by the FCC, the voting rights in the
Pledged Securities, as well as de jure, de facto and negative control over all FCC authorizations, shall remain with the Pledgors
even in the event of a Default until the FCC shall have given its prior consent to the exercise of securityholder rights by a
purchaser at a public or private sale of the Pledged Securities or to the exercise of such rights by a receiver, trustee,
conservator or other agent duly appointed in accordance with the applicable law. The Pledgors 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 Collateral
Agent’s request (acting at the written request of the Secured Parties), file or cause to be filed such applications for
approval and shall take such other actions reasonably required by the Collateral Agent, as directed by the required Secured Parties
pursuant to this Agreement, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to the
Collateral Agent, on behalf of the Secured Parties, or their successors, assigns or designees of the FCC Licenses held by the
Pledgors and the satellite and earth station facilities authorized by, or necessary to operate under, the FCC Licenses
(“FCC Licensed Facilities”). To enforce the provisions of this subsection, and if Pledgors do not timely file or
cause to be filed the required applications for FCC approval, the Collateral Agent 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 or FCC Licensed Facilities 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 Collateral Agent’s request (acting at the written
request of the Secured Parties), the Pledgors 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 FCC Licensed Facilities 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.


 


(b)              
The Pledgors acknowledge that the assignment or transfer of such FCC Licenses or FCC Licensed Facilities is integral to the Secured
Parties’ realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Pledgors 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 or in any other Security Document or the Secured Agreements to the contrary, neither the Collateral
Agent nor any other Secured Party shall, without first obtaining the approval of the FCC, take any action hereunder or under any other
Security Document that would constitute or result in any assignment of an FCC License or FCC Licensed Facilities or any change of control
of any Pledgor if such assignment or change of control would require the approval of the FCC under applicable law (including FCC rules
and regulations).


 






     


    -49-


    

 


ARTICLE
XII




ADDITIONAL SECURED OBLIGATIONS


 


SECTION
12.1.        Additional Secured Obligations.
On or after the date hereof, the Issuer may from time to time designate additional Indebtedness of the Issuer or any Guarantor permitted
to be incurred under the Indenture and each then extant Additional Secured Debt Agreement and to be secured by a Lien on the Pledged Collateral,
Foreign Collateral or Mortgaged Property permitted by the Indenture and each then extant Additional Secured Debt Agreement as Additional
Secured Obligations and as additional Secured Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative
(a) a certificate signed by an Officer of the Issuer (i) identifying the obligations so designated and the aggregate principal amount
or face amount thereof, stating that such obligations are designated as Additional Secured Obligations and Secured Obligations for purposes
hereof and the Indenture, (ii) representing that such designation of such obligations as Additional Secured Obligations complies with
the terms of each of the Secured Agreements and (iii) specifying the name and address of the Authorized Representative for such obligations,
(b) except in the case of any Additional Notes, a fully executed Additional Secured Party Joinder (in the form attached as Exhibit
11); and (c) an Opinion of Counsel to the effect that the designation of such obligations as “Additional Secured Obligations”
is in compliance with the terms of the Indenture and each then extant Additional Secured Debt Agreement. Each Authorized Representative
agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under
and subject to the terms of this Agreement for the benefit of all Secured Parties, including without limitation, any Secured Parties that
hold any such Additional Secured Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment,
of the Collateral Agent as agent for the holders of such Additional Secured Obligations as set forth in each Additional Secured Party
Joinder and agrees, on behalf of itself and each Additional Secured Party it represents, to be bound by this Agreement.


 


[REMAINDER OF THIS
PAGE INTENTIONALLY LEFT BLANK.]


 






     


    S-1 


    

 





IN WITNESS WHEREOF, each Pledgor and the Collateral
Agent have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first above written.


 


	 	DISH DBS CORPORATION,




	 	as Pledgor
	 	 




	 	By:	/s/ Paul W. Orban
	 	 	Name: Paul W. Orban
	 	 	Title: Executive Vice President and Chief Financial Officer












 


	 	DISH OPERATING L.L.C.,




	 	as Pledgor





 





	 	By:	/s/ Paul W. Orban
	 	 	Name: Paul W. Orban
	 	 	Title: Executive Vice President and Chief Financial Officer


 


	 	ECHOSPHERE L.L.C.,




	 	as Pledgor





 





	 	By:	/s/ Paul W. Orban
	 	 	Name: Paul W. Orban
	 	 	Title: Executive Vice President and Chief Financial Officer


 


	 	DISH NETWORK SERVICE L.L.C.,




	 	as Pledgor





 





	 	By:	/s/ Paul W. Orban
	 	 	Name: Paul W. Orban
	 	 	Title: Executive Vice President and Chief Financial Officer


 






     


    S-2 


    

 





	 	DISH BROADCASTING CORPORATION,




	 	as Pledgor





 





	 	By:	/s/ Paul W. Orban
	 	 	Name: Paul W. Orban
	 	 	Title: Executive Vice President and Chief Financial Officer


 


	 	DISH TECHNOLOGIES L.L.C.,




	 	as Pledgor





 





	 	By:	/s/ Paul W. Orban
	 	 	Name: Paul W. Orban
	 	 	Title: Executive Vice President and Chief Financial Officer


 


	 	SLING TV HOLDING L.L.C.,




	 	as Pledgor





 





	 	By:	/s/ Paul W. Orban
	 	 	Name: Paul W. Orban
	 	 	Title: Executive Vice President and Chief Financial Officer


 






     


    S-3 


    

 





	 	U.S. BANK NATIONAL ASSOCIATION,




	 	as Collateral Agent





 





	 	By:	/s/ Benjamin J. Krueger
	 	 	Name: Benjamin J. Krueger
	 	 	Title: Vice President


 






     


     


    

 





 



 


EXHIBIT 1


 


[Form of]



ISSUER’S ACKNOWLEDGMENT


 


The undersigned hereby (i)
acknowledges receipt of the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time,
the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned
to such terms in the Security Agreement), dated as of November 26, 2021, made by DISH DBS Corporation, a Colorado corporation (the “Issuer”),
the Guarantors party thereto and U.S. Bank National Association, as collateral agent (in such capacity and together with any successors
in such capacity, the “Collateral Agent”), (ii) agrees promptly to note on its books the security interests granted
to the Collateral Agent and confirmed under the Security Agreement, (iii) agrees that it will comply with instructions of the Collateral
Agent with respect to the applicable Securities Collateral (including all Equity Interests of the undersigned) without further consent
by the applicable Pledgor, (iv) agrees to notify the Collateral Agent in writing upon obtaining knowledge of any interest in favor of
any person in the applicable Securities Collateral that is adverse to the interest of the Collateral Agent therein and (v) waives
any right or requirement at any time hereafter to receive a copy of the Security Agreement in connection with the registration of any
Securities Collateral thereunder in the name of the Collateral Agent or its nominee or the exercise of voting rights by the Collateral
Agent or its nominee.


 


	 	[                                                          ]



 


		By:	
	 	 	Name:
	 	 	Title:



 






    


    


    

 


EXHIBIT 2


 


[Form of]



SECURITIES PLEDGE AMENDMENT


 


This
Securities Pledge Amendment, dated as of [                    ],
2021, is delivered pursuant to Section 5.1 of the Security Agreement (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall
have the meanings assigned to such terms in the Security Agreement), dated as of November 26,
2021, made by DISH DBS Corporation, a Colorado corporation (the “Issuer”), the Guarantors party thereto and U.S. Bank
National Association, as collateral agent (in such capacity and together with any successors in such capacity, the “Collateral
Agent”). The undersigned hereby agrees that this Securities Pledge Amendment may be attached to the Security Agreement and
that the Pledged Securities and/or Intercompany Notes listed on this Securities Pledge Amendment shall be deemed to be and shall become
part of the Pledged Collateral and shall secure all Secured Obligations.


 


PLEDGED
SECURITIES


 


	

    

    

    ISSUER
	 	CLASS

    OF STOCK

    OR 

INTERESTS
	 	

    

    PAR

    VALUE
	 	

    

    CERTIFICATE

    NO(S).
	 	NUMBER OF SHARES

    OR

    INTERESTS
	 	PERCENTAGE OF

    ALL ISSUED CAPITAL

    OR OTHER EQUITY 

    INTERESTS OF ISSUER

	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 






    


    -2-


    

 


INTERCOMPANY NOTES


 


	

    ISSUER 
	 	PRINCIPAL

    AMOUNT
	 	DATE OF

    ISSUANCE
	 	INTEREST

    RATE
	 	MATURITY

    DATE



 


	 	[                                                                        ],
	 	as Pledgor



 


		By:	
	 	 	Name:
	 	 	Title:



 


AGREED TO AND ACCEPTED:


 


	U.S. BANK National Association,	 
	as Collateral Agent	 



 


	By:		 
	 	Name:	 
	 	Title:	 


 






    


    


    

 


EXHIBIT 3


 


[Form of]


 


JOINDER AGREEMENT


 


[Name of New Pledgor]


[Address of New Pledgor]


 


[Date]


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


Ladies and Gentlemen:


 


Reference
is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security
Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security
Agreement), dated as of November 26, 2021, made by DISH DBS Corporation,
a Colorado corporation (the “Issuer”), and U.S. Bank National Association, as collateral agent (in such capacity and
together with any successors in such capacity, the “Collateral Agent”).


 


This Joinder Agreement supplements
the Security Agreement and is delivered by the undersigned, [                         ]
(the “New Pledgor”), pursuant to Section 3.6 of the Security Agreement. The New Pledgor hereby agrees to be
bound as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement
to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement.
The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in
the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution
date of the Security Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Collateral
Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration
or otherwise) of the Secured Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the
Collateral and expressly assumes all obligations and liabilities of a Pledgor thereunder. The New Pledgor hereby makes each of the representations
and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement.


 






    


    -2-


    

 


Annexed hereto are supplements
to each of the schedules to the Security Agreement, with respect to the New Pledgor. Such supplements shall be deemed to be part of the
Security Agreement.


 


This Joinder 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.


 


THIS JOINDER AGREEMENT SHALL
BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.


 






    


    -3-


    

 


IN WITNESS WHEREOF, the New Pledgor has caused this
Joinder Agreement to be executed and delivered by its duly authorized officer as of the date first above written.


 


		[NEW PLEDGOR]





 


		By:	
	 	 	Name:
	 	 	Title:


 


AGREED TO AND ACCEPTED:


 


	U.S. BANK NATIONAL ASSOCIATION,	 
	as Collateral Agent	 



 


	By:		 
	 	Name:	 
	 	Title:	 


 


[Schedules to be attached]


 






    


    


    

 



 


EXHIBIT 4


 


[Form of]


 


Copyright Security Agreement


 


Copyright
Security Agreement, dated as of [                    ],
by [__________] and [___________] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor
of U.S. Bank National Association, in its capacity as collateral agent pursuant to the Indenture (in such capacity, the “Collateral
Agent”).


 


W i t n e s s e t h:


 


Whereas,
the Pledgors are party to a Security Agreement of even date herewith (as amended, amended and restated, supplemented or otherwise modified
from time to time, the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors are required
to execute and deliver this Copyright Security Agreement;


 


Now, Therefore,
in consideration of the premises and to induce the Collateral Agent, for the benefit of the Secured Parties, to enter into the Indenture,
the Pledgors hereby agree with the Collateral Agent as follows:


 


SECTION 1.   Defined Terms. Unless otherwise
defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.


 


SECTION 2.   Grant of Security
Interest in Copyright Collateral. Each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties
a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral
of such Pledgor:


 


(a) Copyrights of such Pledgor listed on Schedule
I attached hereto; and


 


(b) all Proceeds of any and all of the foregoing
(other than Excluded Property).


 


SECTION 3.   Security
Agreement. The security interest granted pursuant to this Copyright Security Agreement is granted pursuant to the security
interest granted to the Collateral Agent under the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and
remedies of the Collateral Agent with respect to the security interest in the Copyrights made and granted hereby are more fully set
forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth
herein. In the event that any provision of this Copyright Security Agreement is deemed to conflict with the Security Agreement, the
provisions of the Security Agreement shall control unless the Collateral Agent shall otherwise determine.


 






     


    -2-


    

 


SECTION 4.   Termination. Upon the payment
in full of the Secured Obligations and termination of the Security Agreement, the Collateral Agent shall execute, acknowledge, and deliver
to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest
in the Copyrights under this Copyright Security Agreement.


 


SECTION 5.   Counterparts. This Copyright
Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party
hereto may execute this Copyright Security Agreement by signing and delivering one or more counterparts.


 


SECTION 6.   Governing Law.
This Copyright Security Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to
this Copyright Security Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall
be construed in accordance with and governed by the laws (including statutes of limitation) of the State of New York, without regard
to conflicts of law principles that would require the application of the laws of another jurisdiction.


 


[signature page follows]


 






     


    -3-


    

 





In Witness
Whereof, each Pledgor has caused this Copyright Security Agreement to be executed and delivered by its duly authorized officer
as of the date first set forth above.


 


	 	Very truly yours,
	 	 	 
	 	[PLEDGORS]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Accepted and Agreed:


 


U.S. BANK NATIONAL ASSOCIATION,


as Collateral Agent


 


	By:	 	 
	 	Name:	 
	 	Title:	 




 







     


     


    

 


SCHEDULE I

to

COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS1


 


Copyright Registrations:


 


	owner	registration

number	title
	 	 	 


 


Copyright Applications:


 


	owner	title
	 	 


 





 






	1	Note to attorney:  These schedules include the minimum information required to perfect in the Copyright Office.  A conformed version of perfection certificate would be adequate, provided it contains this information.



 






     


     


    

 





EXHIBIT 5


 


[Form of]


 


Patent Security Agreement


 


Patent
Security Agreement, dated as of [                    ],
by [________] and [_________] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor
of U.S. Bank National Association, in its capacity as collateral agent pursuant to the Indenture (in such capacity, the “Collateral
Agent”).


 


W i t n e s s e t h:


 


Whereas,
the Pledgors are party to a Security Agreement of even date herewith (as amended, amended and restated, supplemented or otherwise modified
from time to time, the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors are required
to execute and deliver this Patent Security Agreement;


 


Now, Therefore,
in consideration of the premises and to induce the Collateral Agent, for the benefit of the Secured Parties, to enter into the Indenture,
the Pledgors hereby agree with the Collateral Agent as follows:


 


SECTION 1.   Defined Terms. Unless otherwise
defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.


 


SECTION 2.   Grant of Security Interest in Patent
Collateral. Each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security
interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor:


 


(a) Patents of such Pledgor listed on Schedule I
attached hereto; and


 


(b) all Proceeds of any and all of the foregoing
(other than Excluded Property).


 


SECTION 3.   Security Agreement.
The security interest granted pursuant to this Patent Security Agreement is granted pursuant to the security interest granted to the
Collateral Agent under the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of the Collateral
Agent with respect to the security interest in the Patents made and granted hereby are more fully set forth in the Security Agreement,
the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision
of this Patent Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control
unless the Collateral Agent shall otherwise determine.


 






     


     -2-


    

 


SECTION 4.   Termination. Upon the payment
in full of the Secured Obligations and termination of the Security Agreement, the Collateral Agent shall execute, acknowledge, and deliver
to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest
in the Patents under this Patent Security Agreement.


 


SECTION 5.   Counterparts. This Patent Security
Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto
may execute this Patent Security Agreement by signing and delivering one or more counterparts.


 


SECTION 6.   Governing Law.
This Patent Security Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to this
Patent Security Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed
in accordance with and governed by the laws (including statutes of limitation) of the State of New York, without regard to conflicts
of law principles that would require the application of the laws of another jurisdiction.


 


[signature page follows]


 






     


     -3-


    

 





In Witness
Whereof, each Pledgor has caused this Patent Security Agreement to be executed and delivered by its duly authorized officer as
of the date first set forth above.


 





	 	Very truly yours,
	 	 	 
	 	[PLEDGORS]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Accepted and Agreed:


 


U.S. BANK NATIONAL ASSOCIATION,


as Collateral Agent


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 






     


     -4-


    

 





SCHEDULE I

to

PATENT SECURITY AGREEMENT

PATENT REGISTRATIONS AND PATENT APPLICATIONS


 


Patent Registrations:


 


	owner	registration

number	name
	 	 	 


 


Patent Applications:


 


	owner	application

number	name
	 	 	 


 






     


     


    

 


EXHIBIT 6


 


[Form of]


 


Trademark Security Agreement


 


Trademark
Security Agreement, dated as of [                    ],
by [________] and [________] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor of
U.S. Bank National Association, in its capacity as collateral agent pursuant to the Indenture (in such capacity, the “Collateral
Agent”).


 


W i t n e s s e t h:


 


Whereas,
the Pledgors are party to a Security Agreement of even date herewith (as amended, amended and restated, supplemented or otherwise modified
from time to time, the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors are required
to execute and deliver this Trademark Security Agreement;


 


Now, Therefore,
in consideration of the premises and to induce the Collateral Agent, for the benefit of the Secured Parties, to enter into the Indenture,
the Pledgors hereby agree with the Collateral Agent as follows:


 


SECTION 1.   Defined Terms. Unless otherwise
defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.


 


SECTION 2.   Grant of Security Interest in Trademark
Collateral. Each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security
interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor:


 


(a) Trademarks of such Pledgor listed on Schedule
I attached hereto;


 


(b) all goodwill associated with such Trademarks;
and


 


(c) all Proceeds of any and all of the foregoing
(other than Excluded Property).


 


SECTION 3.   Security Agreement. The
security interest granted pursuant to this Trademark Security Agreement is granted pursuant to the security interest granted to the
Collateral Agent under the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of the
Collateral Agent with respect to the security interest in the Trademarks made and granted hereby are more fully set forth in the
Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the
event that any provision of this Trademark Security Agreement is deemed to conflict with the Security Agreement, the provisions of
the Security Agreement shall control unless the Collateral Agent shall otherwise determine.


 






     


     -2-


    

 


SECTION 4.   Termination. Upon the payment
in full of the Secured Obligations and termination of the Security Agreement, the Collateral Agent shall execute, acknowledge, and deliver
to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest
in the Trademarks under this Trademark Security Agreement.


 


SECTION 5.   Counterparts. This Trademark
Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party
hereto may execute this Trademark Security Agreement by signing and delivering one or more counterparts.


 


SECTION 6.   Governing Law. This Trademark
Security Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to this Trademark
Security Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed
in accordance with and governed by the laws (including statutes of limitation) of the State of New York, without regard to conflicts of
law principles that would require the application of the laws of another jurisdiction.


 


[signature page follows]


 






     


     -3-


    

 



 


In Witness
Whereof, each Pledgor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer
as of the date first set forth above.


 


	 	Very truly yours,
	 	 
	 	[PLEDGORS]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


	Accepted and Agreed:	 
	 	 
	U.S. BANK NATIONAL ASSOCIATION,	 
	as Collateral Agent	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 






 






     


    -4-


    

 


SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS1


 


Trademark Registrations:


 


	owner	registration

number	TRADEMARK
	 	 	 


 


Trademark Applications:


 


 


	owner	application

number	trademark
	 	 	 


 


 






		1	Note
                                            to attorney: These schedules include the minimum information required to perfect in the PTO.
                                            A conformed version of perfection certificate would be adequate, provided it contains this
                                            information.


 



     


     


    

 


EXHIBIT 7


 


FORM OF NOTICE TO BAILEE OF SECURITY INTEREST IN
INVENTORY


 


CERTIFIED MAIL — RETURN RECEIPT REQUESTED


 


[                    ],
20[  ]


 


	TO:	[Bailee’s Name]
	 	[Bailee’s Address]




 


		Re:	[Issuer]



 


Ladies and Gentlemen:


 


In
connection with that certain Security Agreement, dated as of November 26,
2021 (the “Security Agreement”), made by DISH DBS Corporation, the Guarantors party thereto and U.S. Bank National
Association, as Collateral Agent (the “Collateral Agent”), we have granted to the Collateral Agent a security interest
in substantially all of our personal property, including our inventory.


 


This letter constitutes notice to you, and your signature
below will constitute your acknowledgment, of Collateral Agent’s continuing first priority security interest in all goods with respect
to which you are acting as bailee. Until you are notified in writing to the contrary by Collateral Agent, however, you may continue to
accept instructions from us regarding the delivery of goods stored by you.


 


Your acknowledgment also constitutes a waiver and
release, for Collateral Agent’s benefit, of any and all claims, liens, including bailee’s liens, and demands of every kind
which you have or may later have against such goods (including any right to include such goods in any secured financing to which you may
become party).


 


In order to complete our records, kindly have a duplicate
of this letter signed by an officer of your company and return same to us at your earliest convenience.


 






     


    -2-


    

 


	Receipt acknowledged, confirmed and approved: 	 	Very truly yours,
	 	 	 
	[BAILEE] 	 	[APPLICABLE PLEDGOR]
	 	 	 
	By: 	 	 	By: 	 
	 	Name:	 	 	Name:
	 	Title:	 	 	Title:
	 	 	 
	cc:	  Collateral Agent	 	 




 






     


     


    

 


EXHIBIT 8


 


FORM OF LANDLORD’S LIEN WAIVER, ACCESS AGREEMENT
AND CONSENT


 


[Attached.]


 






     


     


    

 


EXHIBIT 9


 


[Form of]


 


ADDITIONAL SECURED PARTY JOINDER


 


[Name of Additional Secured Creditor]


[Address of Additional Secured Creditor]


 


[Date]


 


		 
		 
		 
		 




 


The undersigned is the agent (the “Authorized
Representative”) for Persons wishing to become “Additional Secured Parties” (the “New Secured Parties”)
under the Security Agreement dated as of November 26, 2021 (as heretofore amended and/or supplemented, the “Security Agreement”
(terms used without definition herein have the meanings assigned thereto in the Security Agreement)) among DISH DBS Corporation, the other
Pledgors party thereto and U.S. Bank National Association, as Collateral Agent (the “Collateral Agent”).


 


In consideration of the foregoing, the undersigned
hereby:


 


(i)       represents
that the Authorized Representative has been authorized by the New Secured Parties to become a party to the Security Agreement and the
other Security Documents on behalf of the New Secured Parties under that [DESCRIBE OPERATIVE AGREEMENT] (the “New Secured Obligation”)
and to act as the Authorized Representative for the New Secured Parties;


 


(ii)       acknowledges
that the New Secured Parties have received a copy of the Security Agreement and the Indenture;


 


(iii)       appoints
and authorizes the Collateral Agent to take such action as agent on its behalf and on behalf of all other Secured Parties and to exercise
such powers under the Security Agreement and the other Security Documents as are delegated to the Collateral Agent by the terms thereof,
together with all such powers as are reasonably incidental thereto; and


 






     


     


    

 


(iv)       accepts
and acknowledges the terms of the Security Agreement applicable to it and the New Secured Parties and agrees to serve as Authorized Representative
for the New Secured Parties with respect to the New Secured Obligations and agrees on its own behalf and on behalf of the New Secured
Parties to be bound by the terms thereof applicable to holders of Additional Secured Obligations, with all the rights and obligations
of an Additional Secured Party thereunder and bound by all the provisions thereof as fully as if it had been an Additional Secured Party
on the effective date of the Security Agreement.


 


The Collateral Agent, by acknowledging and agreeing
to this Additional Secured Party Joinder, accepts the appointment set forth in clause (iii) above.


 


The name and address of the representative for purposes
of Section 11.6 of the Security Agreement are as follows:


 


[name and address of Authorized Representative]


 


THIS ADDITIONAL SECURED PARTY JOINDER SHALL BE GOVERNED
BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned has caused this
Additional Secured Party Joinder to be duly executed by its authorized officer as of the ___ day of _______, 20__.


 


	 	[NAME OF AUTHORIZED REPRESENTATIVE]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


	Acknowledged and Agreed	 
	 	 
	U.S. BANK NATIONAL ASSOCIATION,

as Collateral Agent	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	DISH DBS CORPORATION,	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title: