ECHO · EchoStar CORP · Debt

Source evidence: (f) If, notwithstanding the provisions of this Section 6.12, the Borrower or the Manager receives any Collections, the Borrower or the Manager shall deposit such amounts in the Payment Controlled Account or a Controlled Account within five (5) Business Days of the identification of such amounts in accordance with the Servicing Standard.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (h) On the Closing Date, in addition to the proceeds of the Term Loans pursuant to Section 2.2(a), the Borrower shall deposit into the Retention Controlled Account the entire amounts of the Borrower’s existing cash balances as of 9:00 A.M. (New York City time) on the Closing Date.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (a) The Borrower shall establish and maintain the Accounts each of which shall be subject to an Account Control Agreement, and into which the proceeds of the Term Loans will be paid in accordance with Section 2.2(a). The Borrower (or the Servicer on its behalf) may only withdraw funds from the Accounts for use in accordance with this Agreement. If any Account ceases to be an Eligible Account, within thirty (30) days of obtaining Knowledge thereof, the Borrower shall establish, or cause to be established, a new Account of the applicable type.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **7.4** **Restricted Payments**. The Borrower shall not, directly or indirectly, declare, pay or make any Restricted Payment, or set aside or otherwise deposit or invest any sums for such purpose other than as Permitted Investments in the manner contemplated herein, or agree to do any of the foregoing; except that the Borrower may declare, pay or make (i) Permitted Distributions pursuant to Section 2.10(a) and (ii) Permitted Affiliate Payments.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **7.3** **Liens; Negative Pledges**. The Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership interests, whether now owned or hereafter acquired, except for (i) Liens in favor of the Administrative Agent, for itself and for the benefit of the Lenders and (ii) other Permitted Liens. The Borrower shall not permit to exist any Lien on any Subscription and Equipment Agreements other than Permitted Liens or enter into or suffer to exist or become effective any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower to create, incur, assume or suffer to exist any Lien upon any Collateral whether now owned or hereafter acquired, to secure the Obligations.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (a) The Borrower shall not, and shall cause the Servicer not to, sell, lease, transfer, pledge, encumber, assign or otherwise dispose of any Collateral to any Person other than in the ordinary course of business, consistent with past practice and subject to the Servicing Standard or as otherwise expressly permitted by this Agreement; provided that, in such case, any proceeds received by the Borrower from any sale, lease, transfer, assignment or otherwise shall be promptly transferred into the Payments Controlled Account.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **6.22** **Reorganizational Activities in Connection with M&A Transaction**. Notwithstanding anything to the contrary set forth herein, as contemplated by the Reorganization Plan (as defined in the Equity Purchase Agreement), the Borrower shall use commercially reasonable efforts to (i) form one or more wholly-owned subsidiaries (each, an “**M&A Subsidiary**”), (ii) contribute all of its assets (including the Collateral) and liabilities (other than the Obligations) to an M&A Subsidiary, and (iii) take any additional related steps as reasonably requested by DIRECTV to facilitate the tax efficient closing of the M&A Transaction. In connection therewith, (a) each M&A Subsidiary will become a guarantor of the Obligations, and the Borrower and each such M&A Subsidiary will grant the Administrative Agent (on behalf of the Lenders) a first-priority security interest in all of the equity interests in, and assets of, each such M&A Subsidiary on terms and conditions consistent with Section 2.13 hereof pursuant to a joinder or similar documentation reasonably acceptable to the Borrower and the Lenders, and (b) the definition of Borrower will be deemed to include each such M&A Subsidiary (mutatis mutanda, as applicable) for purposes of all representations, covenants, and Events of Default hereunder.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (c) **Transfer Certificate**. Not later than 9:00 A.M. (Mountain time) on or before the first (1^st^) Business Day prior to each Transfer Date, the Borrower shall furnish, or cause the Servicer to furnish, to the Administrative Agent, for distribution to the Lenders upon request, a certificate substantially in the form of Exhibit I hereto specifying the allocation of Collections on such Transfer Date (each a “**Transfer Certificate**”). Neither the Administrative Agent nor the Paying Agent shall have any responsibility for verifying the information in the Transfer Certificate and may rely on the Transfer Certificate without any liability for doing so.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (b) **Monthly Report**. Not later than 9:00 A.M. (Mountain time) on or before the third Business Day prior to the Monthly Transfer Date, the Borrower shall furnish, or cause the Servicer to furnish, to the Administrative Agent, for distribution to the Lenders upon request, a Monthly Report for the most recent Monthly Collection Period.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **6.15** **Inspection of Property; Books and Records**. The Borrower shall keep proper books of record and accounts in which full, true and correct entries in all material respects shall be made of all dealings and transactions, business and activities. The Borrower shall permit, at reasonable times upon reasonable notice, the Administrative Agent or any Person appointed by it to act as its agent to inspect any of its properties (subject to the rights of tenants under applicable leases and subleases), to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, directors, managers, employees and independent certified public accountants, and the reasonable costs and documented out-of-pocket expenses of one such visit and inspection by the Administrative Agent, or any Person appointed by it, shall be reimbursable as a Borrower Operating Expense once per calendar year, with any additional visit or inspection by any such Person being at such Person’s sole cost and expense; provided that during the continuance of a Rapid Amortization Event or an Event of Default, or to the extent expressly required without the instruction of any other party under the terms of any Transaction Documents, any such Person may visit and conduct such activities at any time and all such visits and activities shall constitute a Borrower Operating Expense.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (a) The Borrower shall not (i) be or become a Sanctioned Person, (ii) engage in any prohibited dealings or transactions with a Sanctioned Person or in a Sanctioned Country, or otherwise engage in any conduct, activity or practice that would constitute a violation of Sanctions, or (iii) use, directly or indirectly, the proceeds of any loan, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person to fund any activities or business of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a person required to comply with Sanctions.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (a) The Borrower shall not engage in any business other than incurring and paying ordinary course operating expenses, entering into and holding the Subscription and Equipment Agreements (and any additional Subscription and Equipment Agreements as may be obtained from time to time in accordance with the provisions hereof), the servicing of those Subscription and Equipment Agreements, engaging in the financial transactions expressly contemplated herein, entering into and performing other agreements contemplated by this Agreement, and other activities related to or incidental to any of the foregoing.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (a) The Borrower shall, (i) promptly notify the Administrative Agent in writing of any notice to the Borrower of any material breach or default under the Management Agreement and Servicing Agreement of which it has Knowledge, and (ii) other than in connection with a Servicer Termination Event prior to any automatic termination of the Manager or the Servicer, as applicable, in accordance with the terms of the Management Agreement and Servicing Agreement, renew the Management Agreement and Servicing Agreement prior to each expiration date thereunder in accordance with its terms. If the Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement and Servicing Agreement on the part of the Borrower to be performed or observed, then, without limiting the Lenders’ other rights or remedies under this Agreement or the other Transaction Documents, and without waiving or releasing the Borrower from any of its obligations hereunder or under the Management Agreement and Servicing Agreement, the Borrower grants the Administrative Agent on its behalf the right, upon prior written notice to the Borrower, to pay any sums and to perform any act as may be reasonably appropriate to cause such material conditions of the Management Agreement and Servicing Agreement on the part of the Borrower to be performed or observed.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (a) The Borrower shall, and shall cause the Servicer to, cooperate in a commercially reasonable manner with the Administrative Agent and the Lenders to receive confirmation, no later than 120 days after the Closing Date, from each applicable vendor that the cash management provisions set forth in Section 6.12 are in effect, and an agreement from the Servicer not to modify the arrangements described therein without the prior written consent of the Administrative Agent (acting at the direction of the Requisite Lenders).

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (b) Proceeds. Subject to Section 6.12(b), the Borrower shall cause the proceeds from the Subscription and Equipment Agreements to be deposited into the Payment Controlled Account, except that any Other Revenue which, so long as the Servicer has not been terminated under the Servicing Agreement, may be deposited in the DNC Bank Account and netted against the Weekly Servicing Fee; provided that the Borrower’s failure to cause such proceeds or Other Revenues to be so deposited shall not constitute a Default or Event of Default hereunder so long as (i) the Borrower is using commercially reasonable efforts to cause any such proceeds that were not deposited as set forth in this Section 6.16(b) to be deposited as set forth in this Section 6.16(b) promptly upon becoming aware thereof, (ii) the total amount of such proceeds (other than Other Revenues) not deposited as set forth in this Section 16.6(b) from time to time does not exceed $250,000 and (iii) the Other Revenue may be deposited at any other bank account of an Affiliate of the Servicer so long as it is netted against the Weekly Servicing Fee as set forth herein.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “Borrower”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “Lender” and, collectively, the “Lenders”) and Alter Domus (US) LLC (“Administrative Agent”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).

Source evidence: (b) Proceeds. Subject to Section 6.12(b), the Borrower shall cause the proceeds from the Subscription and Equipment Agreements to be deposited into the Payment Controlled Account, except that any Other Revenue which, so long as the Servicer has not been terminated under the Servicing Agreement, may be deposited in the DNC Bank Account and netted against the Weekly Servicing Fee; provided that the Borrower’s failure to cause such proceeds or Other Revenues to be so deposited shall not constitute a Default or Event of Default hereunder so long as (i) the Borrower is using commercially reasonable efforts to cause any such proceeds that were not deposited as set forth in this Section 6.16(b) to be deposited as set forth in this Section 6.16(b) promptly upon becoming aware thereof, (ii) the total amount of such proceeds (other than Other Revenues) not deposited as set forth in this Section 16.6(b) from time to time does not exceed $250,000 and (iii) the Other Revenue may be deposited at any other bank account of an Affiliate of the Servicer so long as it is netted against the Weekly Servicing Fee as set forth herein.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (b) The Borrower shall not (i) engage in any dealing or transaction prohibited by any law relating to terrorism or Money Laundering Laws (together, the “**Anti-Terrorism Laws**”), including U.S. Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, the Patriot Act and the Beneficial Ownership Regulation, or (ii) use, directly or indirectly, the proceeds of any loan, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person in violation of any Anti-Terrorism Law.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (c) Except as otherwise provided in the Transaction Documents, the Borrower shall not, and shall not permit the Servicer to, modify or amend any material substantive or economic terms of, or, subject to the terms herein and the Servicing Standard, terminate or surrender any Subscription and Equipment Agreement, unless such modification, amendment, termination or surrender is made in accordance with the Servicing Standard or is an involuntary termination due to non-payment or breach by the applicable Subscriber, in accordance with the Servicing Standard.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **6.17** **Ratings.** The Borrower shall use commercially reasonable efforts to obtain, within one hundred and twenty (120) days after the Closing Date, and thereafter maintain, public ratings (but not a specific rating) from each of Moody’s and S&P in respect of the Facility; provided that (i) the Lenders shall be responsible for any fees, expenses or other documented third-party costs resulting therefrom and (ii) the failure to obtain or maintain a rating shall not constitute a Default or Event of Default hereunder.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **6.19** **Borrower License Agreement, IP SPV Sublicense Agreement and DISH DBS Sublicense Agreement**. The Borrower shall (a) promptly notify the Administrative Agent in writing of any material breach or default under the Borrower License Agreement, the IP SPV Sublicense Agreement or the DISH DBS Sublicense Agreement of which it has Knowledge, (b) not modify, amend, terminate or surrender the Borrower License Agreement or the IP SPV Sublicense Agreement, or consent to any modification, amendment, termination or surrender of the DISH DBS Sublicense Agreement, in each case, without the prior written consent of the Administrative Agent (acting at the direction of the Requisite Lenders) and (c) comply with any written direction from the Administrative Agent (acting at the direction of the Requisite Lenders) to terminate the IP SPV Sublicense Agreement in accordance with the terms and conditions thereof.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **7.13** **DBS Intercompany Loan Agreement**. The Borrower shall not (a) sell, assign, transfer, terminate, reduce, forgive or otherwise dispose of any of its rights or obligations under the DBS Intercompany Loan Agreement, (b) amend the terms of the DBS Intercompany Loan Agreement in a manner that would be adverse to the Lenders or diminish the value of the Collateral (as defined in the DBS Intercompany Loan Agreement), (c) agree to subordinate in any way the payment rights under the DBS Intercompany Loan Agreement, (d) agree to release any collateral for the DBS Intercompany Loan Agreement (other than in connection with a collateral replacement transaction as described therein) or (e) grant any liens or encumbrances on the DBS Intercompany Loan Agreement, in each case without written consent of the Supermajority Lenders.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **7.14** **Misdirected Collections**. The Borrower shall not, and shall not permit the Servicer to, direct the deposit of any Collections into an account at the Borrower or at the Servicer (or its Affiliates) other than the Payment Controlled Account; provided that (a) if any Collections shall be received by the Borrower, the Servicer, or any Affiliate of either of the foregoing in an account other than the Payment Controlled Account or in any other manner, such monies, instruments, cash and other proceeds shall, within three (3) Business Days of the identification of such payment, be transferred to the Payment Controlled Account and (b) so long as the Servicer has not been terminated under the Servicing Agreement, any Other Revenue may be deposited in the DNC Bank Account and netted against the Weekly Servicing Fee; and provided, further, that that the Borrower’s failure to comply with this Section 7.14 shall not constitute a Default or Event of Default if the total amount of Collections not deposited in accordance with this Section 7.14 from time to time is less than $250,000.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **7.14** **Misdirected Collections**. The Borrower shall not, and shall not permit the Servicer to, direct the deposit of any Collections into an account at the Borrower or at the Servicer (or its Affiliates) other than the Payment Controlled Account; provided that (a) if any Collections shall be received by the Borrower, the Servicer, or any Affiliate of either of the foregoing in an account other than the Payment Controlled Account or in any other manner, such monies, instruments, cash and other proceeds shall, within three (3) Business Days of the identification of such payment, be transferred to the Payment Controlled Account and (b) so long as the Servicer has not been terminated under the Servicing Agreement, any Other Revenue may be deposited in the DNC Bank Account and netted against the Weekly Servicing Fee; and provided, further, that that the Borrower’s failure to comply with this Section 7.14 shall not constitute a Default or Event of Default if the total amount of Collections not deposited in accordance with this Section 7.14 from time to time is less than $250,000.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “Borrower”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “Lender” and, collectively, the “Lenders”) and Alter Domus (US) LLC (“Administrative Agent”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).

Source evidence: **7.15** **Limitation on Payment for Consent**. Neither the Borrower nor any Affiliate of the Borrower shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Lender for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Agreement or any other Transaction Document unless such consideration is offered to be paid to all Lenders that so consent, waive or agree to amend in the time frame set forth in the documents relating to such consent, waiver or agreement; provided that this paragraph shall in no way limit the Borrower or its Affiliates from engaging and compensating any Lender or any of its Affiliates for Services provided by such Person in the ordinary course of its business.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **7.9** **DISH DNC Intercompany Loan**. The Borrower shall not provide any consent that would allow DISH DBS to (a) sell, assign, transfer, terminate, reduce, forgive or otherwise dispose of any of its rights or obligations under the DISH DNC Intercompany Loan with respect to the Tranche B Receivable, (b) amend the terms of the DISH DNC Intercompany Loan with respect to the Tranche B Receivable in a manner that would be adverse to the Lenders or diminish the value of the Collateral (as defined in the DBS Intercompany Loan Agreement), (c) agree to subordinate in any way the payment rights under the Tranche B Receivable or the lien on the underlying licenses or other collateral, (d) agree to release any collateral for the Tranche B Receivable (other than in connection with a collateral replacement transaction as described in the DBS Intercompany Loan Agreement) or (e) grant any liens or encumbrances on the Tranche B Receivable, in each case without written consent of the Supermajority Lenders. For the avoidance of doubt, this Section 7.9 shall not limit Dish DNC’s ability to repay the DISH DNC Intercompany Loan in cash in accordance with the terms thereof so long as Dish DBS uses the proceeds from such repayment to repay the Dish DBS Intercompany Loan or retains such cash as collateral for the Dish DBS Intercompany Loan.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “Borrower”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “Lender” and, collectively, the “Lenders”) and Alter Domus (US) LLC (“Administrative Agent”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).

Source evidence: **7.9** **DISH DNC Intercompany Loan**. The Borrower shall not provide any consent that would allow DISH DBS to (a) sell, assign, transfer, terminate, reduce, forgive or otherwise dispose of any of its rights or obligations under the DISH DNC Intercompany Loan with respect to the Tranche B Receivable, (b) amend the terms of the DISH DNC Intercompany Loan with respect to the Tranche B Receivable in a manner that would be adverse to the Lenders or diminish the value of the Collateral (as defined in the DBS Intercompany Loan Agreement), (c) agree to subordinate in any way the payment rights under the Tranche B Receivable or the lien on the underlying licenses or other collateral, (d) agree to release any collateral for the Tranche B Receivable (other than in connection with a collateral replacement transaction as described in the DBS Intercompany Loan Agreement) or (e) grant any liens or encumbrances on the Tranche B Receivable, in each case without written consent of the Supermajority Lenders. For the avoidance of doubt, this Section 7.9 shall not limit Dish DNC’s ability to repay the DISH DNC Intercompany Loan in cash in accordance with the terms thereof so long as Dish DBS uses the proceeds from such repayment to repay the Dish DBS Intercompany Loan or retains such cash as collateral for the Dish DBS Intercompany Loan.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (b) Except for IP SPV and as otherwise contemplated by this Agreement, the Borrower shall not form, acquire or maintain any subsidiaries.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **6.10** **Performance of Agreements**. The Borrower shall duly and timely perform, observe and comply in all material respects with all of the material terms, provisions, conditions, covenants and agreements on its part to be performed, observed and complied with (i) hereunder and under the other Transaction Documents to which it is a party, (ii) under all Subscription and Equipment Agreements and (iii) all other material agreements entered into or assumed by such Person, and will not suffer or permit any material default or any event of default (giving effect to any applicable notice requirements and cure periods) to exist under any of the foregoing except where the failure to perform, observe or comply with any agreement referred to in clauses (ii) or (iii) of this Section 6.10 (a) is being contested in good faith and, to the extent applicable, as to which adequate reserves have been maintained in accordance with GAAP with respect to the same or (b) solely in the case of clause (ii), would not reasonably be expected to have a Material Adverse Effect (in the aggregate). The Borrower shall not consent to any amendment, waiver or termination of, or with respect to, any Transaction Document without consent of the Administrative Agent and/or the Requisite Lenders, as applicable, if so required by Section 10.4.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **6.21** **Separateness Covenants**. The Borrower shall except as otherwise contemplated hereunder or under the other Transaction Documents, comply with all separateness covenants set forth in the DBS Subscriber A&R LLC Agreement (except in the case of Section 9(e)(iv)(A), (C), (E), (G), (M), (P), (Q) and (S) of the DBS Subscriber A&R LLC Agreement, in which case the Borrower shall comply in all material respects with such covenants).

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (a) Performance of Subscription and Equipment Agreements. The Borrower shall fully perform as and when due each and all of its material obligations under the Subscription and Equipment Agreements taken as a whole in accordance with the terms of such Subscription and Equipment Agreement and shall not permit to cause or suffer to occur any material breach or default in any of such obligations, taken as a whole.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (g) Assignment by the Borrower. The Borrower shall not assign or transfer any of its rights or obligations under this Agreement or any of the other Transaction Documents without the prior written consent of the Administrative Agent (acting at the direction of the Requisite Lenders).

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “Borrower”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “Lender” and, collectively, the “Lenders”) and Alter Domus (US) LLC (“Administrative Agent”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).

Source evidence: (b) The Borrower shall not enter into any other Management Agreement and Servicing Agreement with any new Manager or Servicer, as applicable, or consent to the assignment by the Servicer of its interest under the Management Agreement and Servicing Agreement, in each case without written consent of the Requisite Lenders.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **7.5** **Transactions with Affiliates**. The Borrower shall not enter into or consummate any transaction of any kind with any of its Affiliates, other than the Permitted Affiliate Transactions.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **7.12** **Special Purpose Entity**. The Borrower shall not violate in any material respect any of the terms of its Organizational Documents, as such Organizational Documents may be amended, modified, supplemented or amended and restated in accordance with the terms thereof.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (b) Notwithstanding anything set forth herein to the contrary (and subject to the relevant provisions of this Agreement), the Borrower shall not, and shall cause the Servicer on behalf of the Borrower not to, without the prior written consent of the Administrative Agent (acting at the direction of the Requisite Lenders), consent to any agreement in any proceeding under any Debtor Relief Law, including, without limitation, voting for a plan of reorganization.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (f) If, notwithstanding the provisions of this Section 6.12, the Borrower or the Manager receives any Collections, the Borrower or the Manager shall deposit such amounts in the Payment Controlled Account or a Controlled Account within five (5) Business Days of the identification of such amounts in accordance with the Servicing Standard.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (h) On the Closing Date, in addition to the proceeds of the Term Loans pursuant to Section 2.2(a), the Borrower shall deposit into the Retention Controlled Account the entire amounts of the Borrower’s existing cash balances as of 9:00 A.M. (New York City time) on the Closing Date.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (a) The Borrower shall establish and maintain the Accounts each of which shall be subject to an Account Control Agreement, and into which the proceeds of the Term Loans will be paid in accordance with Section 2.2(a). The Borrower (or the Servicer on its behalf) may only withdraw funds from the Accounts for use in accordance with this Agreement. If any Account ceases to be an Eligible Account, within thirty (30) days of obtaining Knowledge thereof, the Borrower shall establish, or cause to be established, a new Account of the applicable type.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **7.4** **Restricted Payments**. The Borrower shall not, directly or indirectly, declare, pay or make any Restricted Payment, or set aside or otherwise deposit or invest any sums for such purpose other than as Permitted Investments in the manner contemplated herein, or agree to do any of the foregoing; except that the Borrower may declare, pay or make (i) Permitted Distributions pursuant to Section 2.10(a) and (ii) Permitted Affiliate Payments.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **7.3** **Liens; Negative Pledges**. The Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership interests, whether now owned or hereafter acquired, except for (i) Liens in favor of the Administrative Agent, for itself and for the benefit of the Lenders and (ii) other Permitted Liens. The Borrower shall not permit to exist any Lien on any Subscription and Equipment Agreements other than Permitted Liens or enter into or suffer to exist or become effective any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower to create, incur, assume or suffer to exist any Lien upon any Collateral whether now owned or hereafter acquired, to secure the Obligations.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (a) The Borrower shall not, and shall cause the Servicer not to, sell, lease, transfer, pledge, encumber, assign or otherwise dispose of any Collateral to any Person other than in the ordinary course of business, consistent with past practice and subject to the Servicing Standard or as otherwise expressly permitted by this Agreement; provided that, in such case, any proceeds received by the Borrower from any sale, lease, transfer, assignment or otherwise shall be promptly transferred into the Payments Controlled Account.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **6.22** **Reorganizational Activities in Connection with M&A Transaction**. Notwithstanding anything to the contrary set forth herein, as contemplated by the Reorganization Plan (as defined in the Equity Purchase Agreement), the Borrower shall use commercially reasonable efforts to (i) form one or more wholly-owned subsidiaries (each, an “**M&A Subsidiary**”), (ii) contribute all of its assets (including the Collateral) and liabilities (other than the Obligations) to an M&A Subsidiary, and (iii) take any additional related steps as reasonably requested by DIRECTV to facilitate the tax efficient closing of the M&A Transaction. In connection therewith, (a) each M&A Subsidiary will become a guarantor of the Obligations, and the Borrower and each such M&A Subsidiary will grant the Administrative Agent (on behalf of the Lenders) a first-priority security interest in all of the equity interests in, and assets of, each such M&A Subsidiary on terms and conditions consistent with Section 2.13 hereof pursuant to a joinder or similar documentation reasonably acceptable to the Borrower and the Lenders, and (b) the definition of Borrower will be deemed to include each such M&A Subsidiary (mutatis mutanda, as applicable) for purposes of all representations, covenants, and Events of Default hereunder.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (c) **Transfer Certificate**. Not later than 9:00 A.M. (Mountain time) on or before the first (1^st^) Business Day prior to each Transfer Date, the Borrower shall furnish, or cause the Servicer to furnish, to the Administrative Agent, for distribution to the Lenders upon request, a certificate substantially in the form of Exhibit I hereto specifying the allocation of Collections on such Transfer Date (each a “**Transfer Certificate**”). Neither the Administrative Agent nor the Paying Agent shall have any responsibility for verifying the information in the Transfer Certificate and may rely on the Transfer Certificate without any liability for doing so.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (b) **Monthly Report**. Not later than 9:00 A.M. (Mountain time) on or before the third Business Day prior to the Monthly Transfer Date, the Borrower shall furnish, or cause the Servicer to furnish, to the Administrative Agent, for distribution to the Lenders upon request, a Monthly Report for the most recent Monthly Collection Period.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **6.15** **Inspection of Property; Books and Records**. The Borrower shall keep proper books of record and accounts in which full, true and correct entries in all material respects shall be made of all dealings and transactions, business and activities. The Borrower shall permit, at reasonable times upon reasonable notice, the Administrative Agent or any Person appointed by it to act as its agent to inspect any of its properties (subject to the rights of tenants under applicable leases and subleases), to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, directors, managers, employees and independent certified public accountants, and the reasonable costs and documented out-of-pocket expenses of one such visit and inspection by the Administrative Agent, or any Person appointed by it, shall be reimbursable as a Borrower Operating Expense once per calendar year, with any additional visit or inspection by any such Person being at such Person’s sole cost and expense; provided that during the continuance of a Rapid Amortization Event or an Event of Default, or to the extent expressly required without the instruction of any other party under the terms of any Transaction Documents, any such Person may visit and conduct such activities at any time and all such visits and activities shall constitute a Borrower Operating Expense.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (a) The Borrower shall not (i) be or become a Sanctioned Person, (ii) engage in any prohibited dealings or transactions with a Sanctioned Person or in a Sanctioned Country, or otherwise engage in any conduct, activity or practice that would constitute a violation of Sanctions, or (iii) use, directly or indirectly, the proceeds of any loan, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person to fund any activities or business of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a person required to comply with Sanctions.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (a) The Borrower shall not engage in any business other than incurring and paying ordinary course operating expenses, entering into and holding the Subscription and Equipment Agreements (and any additional Subscription and Equipment Agreements as may be obtained from time to time in accordance with the provisions hereof), the servicing of those Subscription and Equipment Agreements, engaging in the financial transactions expressly contemplated herein, entering into and performing other agreements contemplated by this Agreement, and other activities related to or incidental to any of the foregoing.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (a) The Borrower shall, (i) promptly notify the Administrative Agent in writing of any notice to the Borrower of any material breach or default under the Management Agreement and Servicing Agreement of which it has Knowledge, and (ii) other than in connection with a Servicer Termination Event prior to any automatic termination of the Manager or the Servicer, as applicable, in accordance with the terms of the Management Agreement and Servicing Agreement, renew the Management Agreement and Servicing Agreement prior to each expiration date thereunder in accordance with its terms. If the Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement and Servicing Agreement on the part of the Borrower to be performed or observed, then, without limiting the Lenders’ other rights or remedies under this Agreement or the other Transaction Documents, and without waiving or releasing the Borrower from any of its obligations hereunder or under the Management Agreement and Servicing Agreement, the Borrower grants the Administrative Agent on its behalf the right, upon prior written notice to the Borrower, to pay any sums and to perform any act as may be reasonably appropriate to cause such material conditions of the Management Agreement and Servicing Agreement on the part of the Borrower to be performed or observed.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (a) The Borrower shall, and shall cause the Servicer to, cooperate in a commercially reasonable manner with the Administrative Agent and the Lenders to receive confirmation, no later than 120 days after the Closing Date, from each applicable vendor that the cash management provisions set forth in Section 6.12 are in effect, and an agreement from the Servicer not to modify the arrangements described therein without the prior written consent of the Administrative Agent (acting at the direction of the Requisite Lenders).

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (b) Proceeds. Subject to Section 6.12(b), the Borrower shall cause the proceeds from the Subscription and Equipment Agreements to be deposited into the Payment Controlled Account, except that any Other Revenue which, so long as the Servicer has not been terminated under the Servicing Agreement, may be deposited in the DNC Bank Account and netted against the Weekly Servicing Fee; provided that the Borrower’s failure to cause such proceeds or Other Revenues to be so deposited shall not constitute a Default or Event of Default hereunder so long as (i) the Borrower is using commercially reasonable efforts to cause any such proceeds that were not deposited as set forth in this Section 6.16(b) to be deposited as set forth in this Section 6.16(b) promptly upon becoming aware thereof, (ii) the total amount of such proceeds (other than Other Revenues) not deposited as set forth in this Section 16.6(b) from time to time does not exceed $250,000 and (iii) the Other Revenue may be deposited at any other bank account of an Affiliate of the Servicer so long as it is netted against the Weekly Servicing Fee as set forth herein.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “Borrower”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “Lender” and, collectively, the “Lenders”) and Alter Domus (US) LLC (“Administrative Agent”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).

Source evidence: (b) Proceeds. Subject to Section 6.12(b), the Borrower shall cause the proceeds from the Subscription and Equipment Agreements to be deposited into the Payment Controlled Account, except that any Other Revenue which, so long as the Servicer has not been terminated under the Servicing Agreement, may be deposited in the DNC Bank Account and netted against the Weekly Servicing Fee; provided that the Borrower’s failure to cause such proceeds or Other Revenues to be so deposited shall not constitute a Default or Event of Default hereunder so long as (i) the Borrower is using commercially reasonable efforts to cause any such proceeds that were not deposited as set forth in this Section 6.16(b) to be deposited as set forth in this Section 6.16(b) promptly upon becoming aware thereof, (ii) the total amount of such proceeds (other than Other Revenues) not deposited as set forth in this Section 16.6(b) from time to time does not exceed $250,000 and (iii) the Other Revenue may be deposited at any other bank account of an Affiliate of the Servicer so long as it is netted against the Weekly Servicing Fee as set forth herein.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (b) The Borrower shall not (i) engage in any dealing or transaction prohibited by any law relating to terrorism or Money Laundering Laws (together, the “**Anti-Terrorism Laws**”), including U.S. Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, the Patriot Act and the Beneficial Ownership Regulation, or (ii) use, directly or indirectly, the proceeds of any loan, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person in violation of any Anti-Terrorism Law.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (c) Except as otherwise provided in the Transaction Documents, the Borrower shall not, and shall not permit the Servicer to, modify or amend any material substantive or economic terms of, or, subject to the terms herein and the Servicing Standard, terminate or surrender any Subscription and Equipment Agreement, unless such modification, amendment, termination or surrender is made in accordance with the Servicing Standard or is an involuntary termination due to non-payment or breach by the applicable Subscriber, in accordance with the Servicing Standard.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **6.17** **Ratings.** The Borrower shall use commercially reasonable efforts to obtain, within one hundred and twenty (120) days after the Closing Date, and thereafter maintain, public ratings (but not a specific rating) from each of Moody’s and S&P in respect of the Facility; provided that (i) the Lenders shall be responsible for any fees, expenses or other documented third-party costs resulting therefrom and (ii) the failure to obtain or maintain a rating shall not constitute a Default or Event of Default hereunder.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **6.19** **Borrower License Agreement, IP SPV Sublicense Agreement and DISH DBS Sublicense Agreement**. The Borrower shall (a) promptly notify the Administrative Agent in writing of any material breach or default under the Borrower License Agreement, the IP SPV Sublicense Agreement or the DISH DBS Sublicense Agreement of which it has Knowledge, (b) not modify, amend, terminate or surrender the Borrower License Agreement or the IP SPV Sublicense Agreement, or consent to any modification, amendment, termination or surrender of the DISH DBS Sublicense Agreement, in each case, without the prior written consent of the Administrative Agent (acting at the direction of the Requisite Lenders) and (c) comply with any written direction from the Administrative Agent (acting at the direction of the Requisite Lenders) to terminate the IP SPV Sublicense Agreement in accordance with the terms and conditions thereof.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **7.13** **DBS Intercompany Loan Agreement**. The Borrower shall not (a) sell, assign, transfer, terminate, reduce, forgive or otherwise dispose of any of its rights or obligations under the DBS Intercompany Loan Agreement, (b) amend the terms of the DBS Intercompany Loan Agreement in a manner that would be adverse to the Lenders or diminish the value of the Collateral (as defined in the DBS Intercompany Loan Agreement), (c) agree to subordinate in any way the payment rights under the DBS Intercompany Loan Agreement, (d) agree to release any collateral for the DBS Intercompany Loan Agreement (other than in connection with a collateral replacement transaction as described therein) or (e) grant any liens or encumbrances on the DBS Intercompany Loan Agreement, in each case without written consent of the Supermajority Lenders.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **7.14** **Misdirected Collections**. The Borrower shall not, and shall not permit the Servicer to, direct the deposit of any Collections into an account at the Borrower or at the Servicer (or its Affiliates) other than the Payment Controlled Account; provided that (a) if any Collections shall be received by the Borrower, the Servicer, or any Affiliate of either of the foregoing in an account other than the Payment Controlled Account or in any other manner, such monies, instruments, cash and other proceeds shall, within three (3) Business Days of the identification of such payment, be transferred to the Payment Controlled Account and (b) so long as the Servicer has not been terminated under the Servicing Agreement, any Other Revenue may be deposited in the DNC Bank Account and netted against the Weekly Servicing Fee; and provided, further, that that the Borrower’s failure to comply with this Section 7.14 shall not constitute a Default or Event of Default if the total amount of Collections not deposited in accordance with this Section 7.14 from time to time is less than $250,000.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **7.14** **Misdirected Collections**. The Borrower shall not, and shall not permit the Servicer to, direct the deposit of any Collections into an account at the Borrower or at the Servicer (or its Affiliates) other than the Payment Controlled Account; provided that (a) if any Collections shall be received by the Borrower, the Servicer, or any Affiliate of either of the foregoing in an account other than the Payment Controlled Account or in any other manner, such monies, instruments, cash and other proceeds shall, within three (3) Business Days of the identification of such payment, be transferred to the Payment Controlled Account and (b) so long as the Servicer has not been terminated under the Servicing Agreement, any Other Revenue may be deposited in the DNC Bank Account and netted against the Weekly Servicing Fee; and provided, further, that that the Borrower’s failure to comply with this Section 7.14 shall not constitute a Default or Event of Default if the total amount of Collections not deposited in accordance with this Section 7.14 from time to time is less than $250,000.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “Borrower”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “Lender” and, collectively, the “Lenders”) and Alter Domus (US) LLC (“Administrative Agent”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).

Source evidence: **7.15** **Limitation on Payment for Consent**. Neither the Borrower nor any Affiliate of the Borrower shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Lender for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Agreement or any other Transaction Document unless such consideration is offered to be paid to all Lenders that so consent, waive or agree to amend in the time frame set forth in the documents relating to such consent, waiver or agreement; provided that this paragraph shall in no way limit the Borrower or its Affiliates from engaging and compensating any Lender or any of its Affiliates for Services provided by such Person in the ordinary course of its business.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **7.9** **DISH DNC Intercompany Loan**. The Borrower shall not provide any consent that would allow DISH DBS to (a) sell, assign, transfer, terminate, reduce, forgive or otherwise dispose of any of its rights or obligations under the DISH DNC Intercompany Loan with respect to the Tranche B Receivable, (b) amend the terms of the DISH DNC Intercompany Loan with respect to the Tranche B Receivable in a manner that would be adverse to the Lenders or diminish the value of the Collateral (as defined in the DBS Intercompany Loan Agreement), (c) agree to subordinate in any way the payment rights under the Tranche B Receivable or the lien on the underlying licenses or other collateral, (d) agree to release any collateral for the Tranche B Receivable (other than in connection with a collateral replacement transaction as described in the DBS Intercompany Loan Agreement) or (e) grant any liens or encumbrances on the Tranche B Receivable, in each case without written consent of the Supermajority Lenders. For the avoidance of doubt, this Section 7.9 shall not limit Dish DNC’s ability to repay the DISH DNC Intercompany Loan in cash in accordance with the terms thereof so long as Dish DBS uses the proceeds from such repayment to repay the Dish DBS Intercompany Loan or retains such cash as collateral for the Dish DBS Intercompany Loan.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “Borrower”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “Lender” and, collectively, the “Lenders”) and Alter Domus (US) LLC (“Administrative Agent”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).

Source evidence: **7.9** **DISH DNC Intercompany Loan**. The Borrower shall not provide any consent that would allow DISH DBS to (a) sell, assign, transfer, terminate, reduce, forgive or otherwise dispose of any of its rights or obligations under the DISH DNC Intercompany Loan with respect to the Tranche B Receivable, (b) amend the terms of the DISH DNC Intercompany Loan with respect to the Tranche B Receivable in a manner that would be adverse to the Lenders or diminish the value of the Collateral (as defined in the DBS Intercompany Loan Agreement), (c) agree to subordinate in any way the payment rights under the Tranche B Receivable or the lien on the underlying licenses or other collateral, (d) agree to release any collateral for the Tranche B Receivable (other than in connection with a collateral replacement transaction as described in the DBS Intercompany Loan Agreement) or (e) grant any liens or encumbrances on the Tranche B Receivable, in each case without written consent of the Supermajority Lenders. For the avoidance of doubt, this Section 7.9 shall not limit Dish DNC’s ability to repay the DISH DNC Intercompany Loan in cash in accordance with the terms thereof so long as Dish DBS uses the proceeds from such repayment to repay the Dish DBS Intercompany Loan or retains such cash as collateral for the Dish DBS Intercompany Loan.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (b) Except for IP SPV and as otherwise contemplated by this Agreement, the Borrower shall not form, acquire or maintain any subsidiaries.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **6.10** **Performance of Agreements**. The Borrower shall duly and timely perform, observe and comply in all material respects with all of the material terms, provisions, conditions, covenants and agreements on its part to be performed, observed and complied with (i) hereunder and under the other Transaction Documents to which it is a party, (ii) under all Subscription and Equipment Agreements and (iii) all other material agreements entered into or assumed by such Person, and will not suffer or permit any material default or any event of default (giving effect to any applicable notice requirements and cure periods) to exist under any of the foregoing except where the failure to perform, observe or comply with any agreement referred to in clauses (ii) or (iii) of this Section 6.10 (a) is being contested in good faith and, to the extent applicable, as to which adequate reserves have been maintained in accordance with GAAP with respect to the same or (b) solely in the case of clause (ii), would not reasonably be expected to have a Material Adverse Effect (in the aggregate). The Borrower shall not consent to any amendment, waiver or termination of, or with respect to, any Transaction Document without consent of the Administrative Agent and/or the Requisite Lenders, as applicable, if so required by Section 10.4.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **6.21** **Separateness Covenants**. The Borrower shall except as otherwise contemplated hereunder or under the other Transaction Documents, comply with all separateness covenants set forth in the DBS Subscriber A&R LLC Agreement (except in the case of Section 9(e)(iv)(A), (C), (E), (G), (M), (P), (Q) and (S) of the DBS Subscriber A&R LLC Agreement, in which case the Borrower shall comply in all material respects with such covenants).

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (a) Performance of Subscription and Equipment Agreements. The Borrower shall fully perform as and when due each and all of its material obligations under the Subscription and Equipment Agreements taken as a whole in accordance with the terms of such Subscription and Equipment Agreement and shall not permit to cause or suffer to occur any material breach or default in any of such obligations, taken as a whole.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (g) Assignment by the Borrower. The Borrower shall not assign or transfer any of its rights or obligations under this Agreement or any of the other Transaction Documents without the prior written consent of the Administrative Agent (acting at the direction of the Requisite Lenders).

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “Borrower”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “Lender” and, collectively, the “Lenders”) and Alter Domus (US) LLC (“Administrative Agent”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).

Source evidence: (b) The Borrower shall not enter into any other Management Agreement and Servicing Agreement with any new Manager or Servicer, as applicable, or consent to the assignment by the Servicer of its interest under the Management Agreement and Servicing Agreement, in each case without written consent of the Requisite Lenders.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **7.5** **Transactions with Affiliates**. The Borrower shall not enter into or consummate any transaction of any kind with any of its Affiliates, other than the Permitted Affiliate Transactions.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: **7.12** **Special Purpose Entity**. The Borrower shall not violate in any material respect any of the terms of its Organizational Documents, as such Organizational Documents may be amended, modified, supplemented or amended and restated in accordance with the terms thereof.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).

Source evidence: (b) Notwithstanding anything set forth herein to the contrary (and subject to the relevant provisions of this Agreement), the Borrower shall not, and shall cause the Servicer on behalf of the Borrower not to, without the prior written consent of the Administrative Agent (acting at the direction of the Requisite Lenders), consent to any agreement in any proceeding under any Debtor Relief Law, including, without limitation, voting for a plan of reorganization.

Target identity evidence: This LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “**Agreement**”), dated as of September 29, 2024, is entered into by and among DISH DBS Issuer LLC, a Delaware limited liability company (the “**Borrower**”), each of the financial institutions from time to time party hereto as lenders (individually, each, a “**Lender**” and, collectively, the “**Lenders**”) and Alter Domus (US) LLC (“**Administrative Agent**”), as administrative agent for itself and for the Lenders (in such capacity, together with its successors and assigns, the “**Administrative Agent**”).