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EXHIBIT 4.5
ESCROW SECURITY AGREEMENT
Between
THE BANK OF NEW YORK
("Collateral Agent")
and
DIGITAL TELEVISION SERVICES, LLC
and
DTS CAPITAL, INC.
("Grantors")
July 30, 1997
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This ESCROW SECURITY AGREEMENT ("Agreement"), dated as of July 30,
1997, by and between THE BANK OF NEW YORK, as secured party and as Trustee (as
defined below) for the benefit of the holders of the Notes (as defined below)
under the Indenture (as defined below) (the "Collateral Agent"), and DIGITAL
TELEVISION SERVICES, LLC, a Delaware limited liability company, and DTS CAPITAL,
INC., a Delaware corporation, as grantors ("Grantors").
RECITALS
A. Pursuant to that certain Indenture dated as of July 30, 1997 (the
"Indenture"), by and between Grantors and The Bank of New York, as trustee (the
"Trustee"), Grantors have issued their 12 1/2 Senior Subordinated Notes due 2007
(the "Notes").
B. Pursuant to the Interest Escrow Agreement (as defined below), the
Grantors will be entitled, subject to certain conditions, to instruct the
Collateral Agent to draw upon certain proceeds from the sale of the Notes to pay
the first four semi-annual interest payments on the Notes.
C. The Indenture requires that Grantors execute and deliver this
Agreement.
AGREEMENT
In consideration of the premises and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Grantors hereby agree with the Collateral Agent as follows:
1. Definitions. Unless otherwise defined, all terms used herein shall
have the meanings given in the Indenture. The following terms shall have the
respective meanings given:
"Collateral Documents" has the meaning given in the Indenture.
"Interest Escrow Agreement" means the Interest Escrow
Agreement dated as of the date hereof among The Bank of New York, as Escrow
Agent, The Bank of New York, as Trustee, and Grantors.
"Governmental Authorities" means any national, state or local
government (whether domestic or foreign), any political subdivision thereof or
any other governmental or quasi-governmental, judicial, public or statutory
instrumentality, authority, body, agency, bureau or entity, or any arbitrator
with authority to bind a party at law.
"Person" means any natural person, corporation, partnership,
firm, association, Governmental Authority, or any
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other entity whether acting in an individual, fiduciary or other capacity.
2. Assignment, Pledge and Grant of Security Interest.
(a) To secure the timely payment and performance of the
Obligations (as defined below), each Grantor does hereby assign as collateral,
grant a security interest in, and pledge, to the Collateral Agent for the
benefit of the holders of the Notes, all the estate, right, title and interest
of each such Grantor, whether now owned or hereafter acquired, in, to and under:
(i) the Interest Escrow Account (as defined in the
Interest Escrow Agreement) and all funds and investments held
or contained in the Interest Escrow Account, including all
investments of such funds.
(ii) the Interest Escrow Agreement, as amended or
modified from time to time (the "Assigned Agreement").
(iii) the proceeds of all of the foregoing (all of
the collateral described in clauses (i) and (ii) and this
clause (iii) being herein collectively referred to as the
"Collateral"), including (A) all rights of Grantors to receive
moneys due and to become due under or pursuant to the
Collateral, (B) all claims of Grantors for damages arising out
of or for breach of or default under the Assigned Agreement or
any other Collateral, (C) all rights of Grantors under the
Assigned Agreement, including any rights to perform thereunder
and to compel performance and otherwise exercise all remedies
thereunder and (D) to the extent not included in the
foregoing, all proceeds receivable or received when any and
all of the foregoing Collateral is sold, collected, exchanged
or otherwise disposed of, whether voluntarily or
involuntarily.
(b) Anything herein contained to the contrary notwithstanding,
each Grantor shall remain liable under the Assigned Agreement, to perform all of
the obligations undertaken by it thereunder, all in accordance with and pursuant
to the terms and provisions thereof, and the Collateral Agent shall have no
obligation or liability under such Assigned Agreement by reason of or arising
out of this Agreement, nor shall the Collateral Agent be required or obligated
in any manner to perform or fulfill any obligations of either Grantor thereunder
or to make any payment, or to make any inquiry as to the nature or sufficiency
of any payment received by it, or present or file any claim, or take any action
to collect or enforce the payment of any amounts which may have been assigned to
it or to which it may be entitled at any time or times.
(c) Subject to the terms of the Indenture, upon the occurrence
and during the continuance of an Event of Default, each Grantor does hereby
constitute the Collateral Agent, acting for and on behalf of the holders of the
Notes, the true and lawful attorney
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of such Grantor, irrevocably, with full power (in the name of such Grantor or
otherwise) to ask, require, demand, receive, compound and give acquittance for
any and all moneys and claims for moneys due and to become due under or arising
out of the Assigned Agreement or any of the other Collateral, to elect remedies
thereunder, to endorse any checks or other instruments or orders in connection
therewith and to file any claims or take any action or institute any proceedings
in connection therewith which the Collateral Agent may deem to be necessary or
advisable; provided, however, that the Collateral Agent shall give each Grantor
notice of any action taken by it as such attorney-in-fact within two (2)
Business Days after taking any such action.
(d) If any default by either Grantor under the Assigned
Agreement shall occur, the Collateral Agent shall, at its option, be permitted
(but shall not be obligated) to remedy any such default by giving written notice
of such intent to such Grantor and to the other parties to the Assigned
Agreement. Any curing by the Collateral Agent of such Grantor's default under
the Assigned Agreement shall not be construed as an assumption by the Collateral
Agent of any obligations, covenants or agreements of such Grantor under such
Assigned Agreement, and the Collateral Agent shall not incur any liability to
such Grantor or any other Person as a result of any actions undertaken by the
Collateral Agent in curing or attempting to cure any such default. This
Agreement shall not be deemed to release or to affect in any way the obligations
of such Grantor under the Assigned Agreement.
3. Obligations Secured. This Agreement secures the payment and
performance of all obligations (now existing or hereafter arising) of each
Grantor owing to the holders of the Notes under the Notes and the Indenture
(such obligations being herein called the "Obligations").
4. Events of Default. The occurrence of an Event of Default under and
as defined in the Indenture, whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body, shall constitute an Event
of Default hereunder.
5. Remedies.
(a) If any Event of Default has occurred and is continuing,
the Collateral Agent may, (i) apply the Collateral to any Obligations due and
payable, (ii) proceed to protect and enforce the rights vested in it by this
Agreement, including the right to cause all revenues hereby pledged as security
and all other moneys pledged hereunder to be paid directly to it, and to enforce
its rights hereunder to such payments and all other rights hereunder by such
appropriate judicial proceedings as it shall deem most effective to protect and
enforce any of such rights, either at law or in equity or otherwise, whether for
specific enforcement of
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any covenant or agreement contained in the Assigned Agreement, or in aid of the
exercise of any power therein or herein granted, or for any foreclosure
hereunder and sale under a judgment or decree in any judicial proceeding, or to
enforce any other legal or equitable right vested in it by this Agreement or by
law; (iii) cause any action at law or suit in equity or other proceeding to be
instituted and prosecuted to collect or enforce any Obligations or rights
included in the Collateral, or to foreclose or enforce any other agreement or
other instrument by or under or pursuant to which such Obligations are issued or
secured, subject in each case to the provisions and requirements thereof; (iv)
sell or otherwise dispose of any or all of the Collateral or cause the
Collateral to be sold or otherwise disposed of in one or more sales or
transactions, at such prices as the Collateral Agent may deem best, and for cash
or on credit or for future delivery, without assumption of any credit risk, at
any broker's board or at public or private sale, without demand of performance
or notice of intention to sell or of time or place of sale (except such notice
as is required by applicable statute, rule or regulation and cannot be waived),
it being agreed that the Collateral Agent may be a purchaser on behalf of the
holders of Notes at any such sale and that the Collateral Agent or anyone else
who may be the purchaser of any or all of the Collateral so sold shall
thereafter hold the same absolutely, free from any claim or right of whatsoever
kind, including any equity of redemption, of either Grantor, any such demand,
notice or right and equity being hereby expressly waived and released to the
extent permitted by law; (v) incur expenses, including attorneys' fees,
consultants' fees, and other costs appropriate to the exercise of any right or
power under this Agreement; (vi) perform any obligation of either Grantor
hereunder, and make payments, purchase, contest or compromise any Lien, and pay
taxes and expenses, without, however, any obligation so to do; (viii) take
possession of the Collateral, control and manage the Collateral, collect all
income from the Collateral and apply the same to reimburse the Trustee,
Collateral Agent and the holders of Notes for any cost or expenses incurred
hereunder or under the Indenture and to the payment or performance of each
Grantor's obligations hereunder or under the Indenture, and apply the balance to
the Notes as provided in the Indenture and any remaining excess balance to
whomsoever is legally entitled thereto; (viii) secure the appointment of a
receiver of the assets of either such Grantor or any part thereof and/or the
Collateral or any party thereof; or (ix) exercise any other or additional rights
or remedies granted to a secured party under the Uniform Commercial Code. If,
pursuant to applicable law, rule or regulation prior notice of any such action
is required to be given to either such Grantor, each such Grantor hereby
acknowledges that the minimum time required by such applicable law, rule or
regulation or if no minimum is specified, ten (10) Business Days, shall be
deemed a reasonable notice period.
(b) All costs and expenses (including reasonable attorneys'
fees and expenses) incurred by the Collateral Agent in connection with any such
suit or proceeding, or in connection with the performance by the Collateral
Agent of any of such Grantor's
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agreements pursuant to any exercise of its rights or remedies hereunder,
including the Assigned Agreement pursuant to the terms of this Agreement,
together with interest thereon (to the extent permitted by law) computed at a
rate per annum equal to the interest rate on the Notes from the date on which
such costs or expenses are incurred to the date of payment thereof, shall
constitute additional indebtedness secured by this Agreement and shall be paid
by such Grantor to the Collateral Agent on behalf of the holders of Notes on
demand.
6. Remedies Cumulative; Delay Not Waiver.
(a) No right, power or remedy herein conferred upon or
reserved to the Collateral Agent is intended to be exclusive of any other right,
power or remedy, and every such right, power and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right, power and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy. Resort to any or all security now or hereafter held
by the Collateral Agent, may be taken concurrently or successively and in one or
several consolidated or independent judicial actions or lawfully taken
nonjudicial proceedings, or both.
(b) No delay or omission of the Collateral Agent to exercise
any right or power accruing upon the occurrence and during the continuance of
any Event of Default as aforesaid shall impair any such right or power or shall
be construed to be a waiver of any such Event of Default or an acquiescence
therein; and every power and remedy given by this Agreement may be exercised
from time to time, and as often as shall be deemed expedient, by the Collateral
Agent.
7. Covenants. Each Grantor covenants as follows:
(a) Grantor will not directly or indirectly create, incur,
assume or suffer to exist any Liens (except for Permitted Liens) on or with
respect to any property or assets constituting a part of the Collateral and
Grantor will at its own cost and expense promptly take such action as may be
necessary to discharge any such Liens (other than Permitted Liens) on or with
respect to any properties or assets constituting a part of the Collateral.
(b) Any action or proceeding to enforce this Agreement or the
Assigned Agreement may be taken by the Collateral Agent either in Grantor's name
or in the Collateral Agent's name, as the Collateral Agent may deem necessary.
(c) Grantor shall not modify, amend, terminate, waive or
supplement any provision of the Assigned Agreement if any such modification,
amendment, termination, waiver or supplement would adversely affect the interest
of the Collateral Agent on behalf of
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the holders of the Notes in a degree greater than the manner in which it
adversely affects Grantor.
(d) Grantor shall pay, before the imposition of any fine,
penalty, interest or cost attached thereto, all taxes, assessments and other
governmental or non-governmental charges or levies now or hereafter assessed or
levied against the Collateral or upon the security interest provided for herein
(except for Liens for taxes and assessments not then delinquent or which Grantor
may, pursuant to the definition of "Permitted Liens" in the Indenture, permit to
remain unpaid or any charge being contested in good faith for which an adequate
reserve has been established), as well as pay, or cause to be paid, all claims
for labor, materials or supplies which, if unpaid, might become a prior Lien
(other than a Permitted Lien) thereon.
8. Representations and Warranties. Each Grantor represents and warrants
as follows:
(a) The Assigned Agreement in effect on the date hereof has
been duly authorized, executed and delivered by each Grantor and is in full
force and effect and is binding upon and enforceable against each Grantor in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the general principles of
equity. There exists no default under the Assigned Agreement by Grantor, or to
the best of Grantor's knowledge, by the other parties thereto.
(b) No effective financing statement or other instrument
similar in effect covering all or any part of Grantor's interest in the
Collateral is on file in any recording office, except such as may have been
filed pursuant to this Agreement or pursuant to the documents evidencing
Permitted Liens. The provisions of this Agreement are effective to create in
favor of the Collateral Agent a valid security interest in the Collateral (to
the extent that the Grantor has rights therein) and, upon the filing of UCC-1
Financing Statements in the filing offices identified on Schedule I in respect
of such portions of the Collateral in which a security interest may be perfected
as a result of such filing, the Collateral Agent will have a valid and perfected
security interest in the Collateral, to the extent that the Grantor has rights
therein (other than proceeds, to the extent Section 9-306 of the Uniform
Commercial Code as in effect in the relevant jurisdiction(s) is not complied
with respect to such proceeds), subject to no other Liens except Permitted
Liens, and first priority except to the extent of Permitted Liens described in
the Indenture.
(c) Grantor is lawfully possessed of ownership of the
Collateral. Grantor has full power and lawful authority to grant and assign the
Collateral hereunder. Grantor will, so long as any Obligations shall be
outstanding, warrant and defend its title to the Collateral against the claims
and demands of all Persons whomsoever.
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(d) Grantor has not assigned any of its rights under the
Assigned Agreement except as provided in this Agreement. Grantor will not make
any other assignment of its rights under the Assigned Agreement.
(e) All subsidiaries of Grantor are listed in Paragraph 1 of
Schedule II; all names of Grantor's predecessors-in-interest are listed in
Paragraph 2 of Schedule II; and all names under which Grantor does business are
listed in Paragraph 3 of Schedule II.
(f) Grantor's place of business, or if Grantor has more than
one place of business, Grantor's chief executive office, is set forth in
Paragraph 4 of Schedule II.
(g) Except for the filing or recording of the UCC Financing
Statements described in Section 8(b) and except as otherwise described in
Section 11, no authorization, approval, or other action by, and no notice to or
filing with, any governmental authority or regulatory body is required either
(i) for the grant by Grantor of the security interest in the Collateral pursuant
to this Agreement or for the execution, delivery or performance of this
Agreement by Grantor, or (ii) for the perfection of such security interest or
the exercise by the Collateral Agent of the rights and remedies provided for in
this Agreement.
(h) The execution, delivery and performance by Grantor of this
Agreement and the consummation of the transactions contemplated hereby
(including the creation of the Liens granted hereunder) will not (i) violate
Grantor's constituent organizational documents, (ii) violate any order, judgment
or decree of any Governmental Authorities binding on Grantor or any property or
assets of Grantor, (iii) violate or conflict with any law, rule, regulation, or
Permit applicable to Grantor or any of its properties, (iv) conflict with,
result in a breach of or constitute (with due notice or lapse of time or both) a
default under any agreement, indenture, mortgage, deed of trust, equipment
lease, instrument or other document to which Grantor is a party or pursuant to
which any of its properties or assets are bound, (v) result in or require the
creation or imposition of any Lien upon any material properties or assets of
Grantor (other than the creation of the Liens granted hereunder, including
Permitted Liens described in the Indenture), or (vi) require any approval or
consent of Grantor's owners.
9. Further Assurances.
(a) Each Grantor agrees that from time to time, at the expense
of such Grantor, such Grantor will promptly execute and file such financing or
continuation statements, or amendments thereto, and such other instruments,
endorsements or notices, and take such other actions, as may be reasonably
necessary or as the Collateral Agent may reasonably request, in order to perfect
and preserve the assignments and security interests granted or purported to be
granted hereby.
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(b) Each Grantor hereby authorizes the Collateral Agent to
file one or more financing or continuation statements, and amendments thereto,
relative to all or any part of the Collateral without the signature of such
Grantor where permitted by law. Copies of any such statement or amendment
thereto shall promptly be delivered to such Grantor.
(c) Each Grantor shall pay all filing, registration and
recording fees or refiling, re-registration and re-recording fees, and all
expenses incident to the execution and acknowledgment of this Agreement, any
assurance, and all federal, state, county and municipal stamp taxes and other
taxes, duties, imports, assessments and charges arising out of or in connection
with the execution and delivery of this Agreement, any agreement supplemental
hereto and any instruments of further assurance.
10. Place of Perfection. Each Grantor shall give the Collateral Agent
at least thirty (30) business days' notice before it changes the location of its
chief executive office, or its name, identity or organizational form, and shall
at the expense of such Grantor execute and deliver such instruments and
documents as are required to maintain the priority and perfection of the
security interest granted hereby. Each Grantor shall not change the location of
its principal place of business or chief executive office to any location
outside of the United States unless the Collateral Agent is reasonably satisfied
(based upon advice of legal counsel) that the security interest created under
this Agreement will not be adversely affected or impaired.
11. Miscellaneous.
(a) Notices. All notices and other communications required or
permitted to be given or made under this Agreement shall be in writing and shall
be deemed to have been duly given and received, regardless of when and whether
received: (i) on the day of hand delivery; (ii) upon confirmation when sent by
facsimile transmission; (iii) on the next business day after the day sent, when
sent by overnight mail; or (iv) on the third business day after the day sent,
when sent by United States certified mail, postage and certification fee
prepaid, return receipt requested, addressed as follows:
To the Collateral Agent:
The Bank of New York
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Corporate Trust Trustee Administration
To Grantors:
Digital Television Services, LLC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ C-200
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Roswell, Georgia 30076
Attn: Chief Financial Officer
or at such other address as the specified entity most recently may have
designated in writing in accordance with this section to the others.
(b) Headings. The headings in this Agreement are for purposes
of reference only and shall not affect the meaning or construction of any
provision of this Agreement.
(c) Severability. The provisions of this Agreement are
severable, and if any clause or provision shall be held invalid, illegal or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect in that jurisdiction only such clause or
provision, or part thereof, and shall not in any manner affect such clause or
provision in any other jurisdiction or any other clause or provision of this
Agreement in any jurisdiction.
(d) Amendments, Waivers and Consents. Any amendment or waiver
of any provision of this Agreement and any consent to any departure by either
Grantor from any provision of this Agreement shall be effective only if made or
given in compliance with all of the terms and provisions of the Indenture.
(e) Interpretation of Agreement. Time is of the essence
in each provision of this Agreement of which time is an element.
(f) Continuing Security Interest. This Agreement shall create
a continuing security interest in the Collateral and shall (i) remain in full
force and effect until the earlier of (x) the payment and performance in full of
the Obligations and (y) the termination of the Interest Escrow Agreement, (ii)
be binding upon each Grantor, its successors and assigns, and (iii) inure,
together with the rights and remedies of the Collateral Agent hereunder, to the
benefit of the Collateral Agent and its successors, transferees and assigns.
(g) Reinstatement. To the extent permitted by law, this
Agreement shall continue to be effective or be reinstated, as the case may be,
if at any time any amount received out of the proceeds of the Collateral or
otherwise prior to the termination of the Interest Escrow Agreement by the
holders of the Notes, the Collateral Agent or the Trustee in respect of the
Obligations is rescinded or must otherwise be restored or returned by the
Collateral Agent, upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of either Grantor or upon the appointment of any receiver,
intervenor, conservator, trustee or similar official for either Grantor or any
substantial part of such Grantor's assets, or otherwise, all as though such
payments had not been made.
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(h) Survival of Provisions. All representations, warranties
and covenants of each Grantor contained herein shall survive the execution and
delivery of this Agreement, and shall terminate only upon the full and final
payment and performance by Grantors of the Obligations secured hereby.
(i) Authority of the Collateral Agent. The Collateral Agent
shall have and be entitled to exercise all powers hereunder which are
specifically granted to the Collateral Agent by the terms hereof, together with
such powers as are reasonably incident thereto. The Collateral Agent may perform
any of its duties hereunder or in connection with the Collateral by or through
agents or employees and shall be entitled to retain counsel and to act in
reliance upon the advice of counsel concerning all such matters. Neither the
Collateral Agent nor any director, officer, employee, attorney or agent of the
Collateral Agent shall be liable to either Grantor for any action taken or
omitted to be taken by it or them hereunder, except for its or their own gross
negligence or willful misconduct, nor shall the Collateral Agent be responsible
for the validity, effectiveness or sufficiency of this Agreement or of any
document or security furnished pursuant hereto. The Collateral Agent and its
directors, officers, employees, attorneys and agents shall be entitled to rely
on any communication, instrument or document reasonably believed by it or them
to be genuine and correct and to have been signed or sent by the proper person
or persons. Each Grantor agrees jointly and severally to indemnify and hold
harmless the Collateral Agent from and against any and all costs, expenses
(including reasonable fees, expenses and disbursements of attorneys and
paralegals (including, without duplication, reasonable charges of inside
counsel)), claims and liabilities incurred by the Collateral Agent hereunder,
unless such claim or liability shall be due to willful misconduct or gross
negligence on the part of the Collateral Agent.
(j) Release; Termination of Agreement. Subject to the
provisions of Section 11(g), this Agreement shall terminate upon the earlier to
occur of (x) the full and final payment and performance of all the Obligations
and (y) the termination of the Interest Escrow Agreement. At such time, the
Collateral Agent shall, at the request and expense of Grantors, promptly
reassign and redeliver to Grantors all of the Collateral hereunder which has not
been sold, disposed of, retained or applied by the Collateral Agent in
accordance with the terms hereof and of the Interest Escrow Agreement. Such
reassignment and redelivery shall be without warranty by or recourse to the
Collateral Agent, except as to the absence of any prior assignments by the
Collateral Agent of its interest in the Collateral, and shall be at the expense
of Grantors.
(k) Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto on separate counterparts, each
of which, when so executed and delivered, shall be deemed an original but all of
which shall together constitute one and the same agreement.
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(l) WAIVERS. EACH GRANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY:
(i) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5(a),
WAIVES ALL RIGHTS OF NOTICE AND HEARING OF ANY KIND PRIOR TO THE
EXERCISE BY THE COLLATERAL AGENT OF ITS RIGHTS FROM AND AFTER AN EVENT
OF DEFAULT TO REPOSSESS THE COLLATERAL WITH JUDICIAL PROCESS OR TO
REPLEVY, ATTACH OR LEVY UPON THE COLLATERAL. GRANTOR WAIVES THE POSTING
OF ANY BOND OTHERWISE REQUIRED OF THE COLLATERAL AGENT IN CONNECTION
WITH ANY JUDICIAL PROCESS OR PROCEEDING TO OBTAIN POSSESSION OF,
REPLEVY, ATTACH OR LEVY UPON COLLATERAL, TO ENFORCE ANY JUDGMENT OR
OTHER SECURITY FOR THE OBLIGATIONS, TO ENFORCE ANY JUDGMENT OR OTHER
COURT ORDER ENTERED IN FAVOR OF SUCH PARTY OR TO ENFORCE BY SPECIFIC
PERFORMANCE, TEMPORARY RESTRAINING ORDER, PRELIMINARY OR PERMANENT
INJUNCTION, THIS AGREEMENT;
(ii) WAIVES THE RIGHT TO ASSERT ANY SETOFF,
COUNTERCLAIM OR CROSS-CLAIM IN RESPECT OF, AND ALL STATUTES OF
LIMITATIONS WHICH MAY BE RELEVANT TO, SUCH ACTION OR PROCEEDING;
(iii) WAIVES DILIGENCE, DEMAND, PRESENTMENT AND
PROTEST AND ANY NOTICES THEREOF AS WELL AS NOTICE OF NONPAYMENT; AND
(iv) WAIVES PRESENTMENT AND DEMAND FOR PAYMENT OF ANY
OF THE OBLIGATIONS, PROTEST AND NOTICE OF DISHONOR OR DEFAULT WITH
RESPECT TO ANY OF THE OBLIGATIONS.
(m) Governing Law. The validity, interpretation and
enforcement of this Agreement shall be governed by the laws of the State of New
York without giving effect to the conflict of law principles thereof.
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IN WITNESS WHEREOF, Grantors and the Collateral Agent have
caused this Escrow Security Agreement to be duly executed as of the day and year
first above written.
DIGITAL TELEVISION SERVICES, LLC,
a Delaware limited liability company
By: DTS Management, LLC,
its manager
By: /s/
-------------------------------------
Name:
Title:
DTS CAPITAL, INC.,
a Delaware corporation
By: /s/
-------------------------------------
Name:
Title:
THE BANK OF NEW YORK, as Collateral
Agent
By: /s/
-------------------------------------
Name:
Title:
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