The DirecTV Group (DTV)

(c)        The Borrower shall indemnify the Lender for and hold it harmless against the full amount of Taxes or Other Taxes (including taxes of any kind imposed or asserted by any jurisdiction on amounts payable under this Section 2.09) imposed on or paid by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made within 10 days from the date the Lender makes written demand therefor.

(d)       Within 30 days after the date of any payment of Taxes, the Borrower shall furnish to the Lender, at its address referred to in Section 7.02, a copy of a receipt evidencing such payment, to the extent such a receipt is issued therefore, or other written proof of payment thereof that is reasonably satisfactory to the Lender.

(e)        Lender, at any of the following times, shall (i) on or prior to the date of the first Advance, (ii) on or prior to the date on which any such form or certification expires or become obsolete, (iii) after the occurrence of any event requiring the change in the most recent form or certification previously delivered by it pursuant to this Section 2.09(e), and (iv) from time to time if requested by the Borrower, provide the Borrower with two completed originals of United States Internal Revenue Service Form W-9 or any successor forms and any other applicable document prescribed by the United States Internal Revenue Service.

SECTION 2.10. Use of Proceeds. The proceeds of the Advances shall be available (and the Borrower agrees that it shall use such proceeds) solely for (a) contribution to Greenlady II to enable Greenlady II to pay scheduled maturities and Gradual Repayment Amounts (as defined in the BOA Credit Agreement) under the BOA Credit Agreement and the Collar Transaction in accordance with their respective terms, together with amounts that become due thereunder by virtue of the exercise by Bank of America of its partial unwind right in the Collar Agreement following the occurrence of an “Insider Acquisition Event” or other “Adjustment Event” (as such terms are defined in the Collar Agreement) caused by actions of DIRECTV (collectively, “

(c)        The Borrower shall indemnify the Lender for and hold it harmless against the full amount of Taxes or Other Taxes (including taxes of any kind imposed or asserted by any jurisdiction on amounts payable under this Section 2.09) imposed on or paid by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made within 10 days from the date the Lender makes written demand therefor.

(d)       Within 30 days after the date of any payment of Taxes, the Borrower shall furnish to the Lender, at its address referred to in Section 7.02, a copy of a receipt evidencing such payment, to the extent such a receipt is issued therefore, or other written proof of payment thereof that is reasonably satisfactory to the Lender.

(e)        Lender, at any of the following times, shall (i) on or prior to the date of the first Advance, (ii) on or prior to the date on which any such form or certification expires or become obsolete, (iii) after the occurrence of any event requiring the change in the most recent form or certification previously delivered by it pursuant to this Section 2.09(e), and (iv) from time to time if requested by the Borrower, provide the Borrower with two completed originals of United States Internal Revenue Service Form W-9 or any successor forms and any other applicable document prescribed by the United States Internal Revenue Service.

SECTION 2.10. Use of Proceeds. The proceeds of the Advances shall be available (and the Borrower agrees that it shall use such proceeds) solely for (a) contribution to Greenlady II to enable Greenlady II to pay scheduled maturities and Gradual Repayment Amounts (as defined in the BOA Credit Agreement) under the BOA Credit Agreement and the Collar Transaction in accordance with their respective terms, together with amounts that become due thereunder by virtue of the exercise by Bank of America of its partial unwind right in the Collar Agreement following the occurrence of an “Insider Acquisition Event” or other “Adjustment Event” (as such terms are defined in the Collar Agreement) caused by actions of DIRECTV (collectively, “