The DirecTV Group (DTV)

(a)        the Borrower shall fail to pay any principal of any Advance when the same shall become due and payable or (ii) the Borrower shall fail to pay any interest on any Advance or to make any other payment under this Agreement or the other Loan Documents, in each case under this clause (ii) within three Business Days after the same shall become due and payable; or

(b)       the Borrower or any of its Subsidiaries (including Greenlady II) shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its Subsidiaries (including Greenlady II) seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it) that is being diligently contested in good faith, either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any of its Subsidiaries (including Greenlady II) shall take any corporate action to authorize any of the actions set forth above in this subsection (b); or

(c)        any provision of this Agreement or the other Loan Documents shall cease to be valid and binding on or enforceable against the Borrower; or the Borrower shall so assert or state in writing; or

(d)       the Pledge Agreement shall for any reason fail or cease to create a valid and enforceable lien on any Collateral purported to be covered thereby or such lien shall fail or cease to be a perfected and first priority lien, or the Borrower shall so state in writing;

then, and in any such event, the Lender (i) may declare its Commitment and its obligation to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) may, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable under this Agreement and under the Note to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however. that in the case of an Event of Default under clause (b) above, (A) the Commitment and the obligation of the Lender to make Advances shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

ARTICLE VII

MISCELLANEOUS

SECTION 7.01. Amendment, Etc. No amendment or waiver of any provision of this Agreement or the other Loan Documents, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific propose for which given.

SECTION 7.02. Notices, Etc. All notices and other communications provided for hereunder shall be in writing, or by any telecommunications device capable of creating a written record (including electronic mail) and addressed, if to the Borrower, at 12300 Liberty Boulevard, Englewood, Colorado, 80112 Attention: Treasury Group (c/o Neal Dermer, facsimile: (720) 875-5442, email address: ndermer@libertymedia.com), with a copy to Attention: Legal (c/o Craig Troyer, facsimile: (720) 875-5382, email address: craig@libertymedia.com); if to the initial Lender, at 2230 East Imperial Highway, El Segundo, CA 90245, Attention: Patrick T. Doyle, Chief Financial Officer (facsimile: (310) 964-0882, email address: patrick.doyle@directv.com); if to any other Lender, at the address specified in the Assignment and Acceptance pursuant to which it became a Lender; or, as to the Borrower or the Lender, at such other address as shall be designated by such party in a written notice to the other party. All such notices and communications shall be effective (i) if delivered by hand, including any overnight courier service, upon personal delivery, (ii) if delivered by mail, when deposited in the mails, and (iii) if delivered by electronic mail or any other telecommunications device, when transmitted to an electronic mail address (or by another means of electronic delivery); provided, however, that notices and communications to the Lender pursuant to Article II or III shall not be effective until received by the Lender.

SECTION 7.03. No Waiver; Remedies. No failure on the part of the Lender to exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 7.04. Costs and Expenses. (a) The Borrower agrees to pay on demand all costs and expenses of the Lender, if any (including counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the

other Loan Documents, including fees and expenses of counsel for the Lender in connection with the enforcement of rights under this Section 7.04(a).

(b)       The Borrower agrees to indemnify and hold harmless the Lender and each of its Affiliates and their officers, directors, administrators, trustees, employees, agents and advisors (each, an “

(a)        the Borrower shall fail to pay any principal of any Advance when the same shall become due and payable or (ii) the Borrower shall fail to pay any interest on any Advance or to make any other payment under this Agreement or the other Loan Documents, in each case under this clause (ii) within three Business Days after the same shall become due and payable; or

(b)       the Borrower or any of its Subsidiaries (including Greenlady II) shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its Subsidiaries (including Greenlady II) seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it) that is being diligently contested in good faith, either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any of its Subsidiaries (including Greenlady II) shall take any corporate action to authorize any of the actions set forth above in this subsection (b); or

(c)        any provision of this Agreement or the other Loan Documents shall cease to be valid and binding on or enforceable against the Borrower; or the Borrower shall so assert or state in writing; or

(d)       the Pledge Agreement shall for any reason fail or cease to create a valid and enforceable lien on any Collateral purported to be covered thereby or such lien shall fail or cease to be a perfected and first priority lien, or the Borrower shall so state in writing;

then, and in any such event, the Lender (i) may declare its Commitment and its obligation to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) may, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable under this Agreement and under the Note to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however. that in the case of an Event of Default under clause (b) above, (A) the Commitment and the obligation of the Lender to make Advances shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

ARTICLE VII

MISCELLANEOUS

SECTION 7.01. Amendment, Etc. No amendment or waiver of any provision of this Agreement or the other Loan Documents, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific propose for which given.

SECTION 7.02. Notices, Etc. All notices and other communications provided for hereunder shall be in writing, or by any telecommunications device capable of creating a written record (including electronic mail) and addressed, if to the Borrower, at 12300 Liberty Boulevard, Englewood, Colorado, 80112 Attention: Treasury Group (c/o Neal Dermer, facsimile: (720) 875-5442, email address: ndermer@libertymedia.com), with a copy to Attention: Legal (c/o Craig Troyer, facsimile: (720) 875-5382, email address: craig@libertymedia.com); if to the initial Lender, at 2230 East Imperial Highway, El Segundo, CA 90245, Attention: Patrick T. Doyle, Chief Financial Officer (facsimile: (310) 964-0882, email address: patrick.doyle@directv.com); if to any other Lender, at the address specified in the Assignment and Acceptance pursuant to which it became a Lender; or, as to the Borrower or the Lender, at such other address as shall be designated by such party in a written notice to the other party. All such notices and communications shall be effective (i) if delivered by hand, including any overnight courier service, upon personal delivery, (ii) if delivered by mail, when deposited in the mails, and (iii) if delivered by electronic mail or any other telecommunications device, when transmitted to an electronic mail address (or by another means of electronic delivery); provided, however, that notices and communications to the Lender pursuant to Article II or III shall not be effective until received by the Lender.

SECTION 7.03. No Waiver; Remedies. No failure on the part of the Lender to exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 7.04. Costs and Expenses. (a) The Borrower agrees to pay on demand all costs and expenses of the Lender, if any (including counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the

other Loan Documents, including fees and expenses of counsel for the Lender in connection with the enforcement of rights under this Section 7.04(a).

(b)       The Borrower agrees to indemnify and hold harmless the Lender and each of its Affiliates and their officers, directors, administrators, trustees, employees, agents and advisors (each, an “