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This excerpt taken from the DTV DEFA14A filed May 4, 2009. Default
Interest”) on (i) the unpaid principal amount of each Advance owing to the Lender, payable in arrears on the dates referred to in clause (a) above and (ii) to the fullest extent permitted by law, the amount of any interest, fee or other amount payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in
full and on demand, in each case at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such Advance pursuant to clause (a) above; provided, however, that following acceleration of the Advances pursuant to Section 6.01, Default Interest shall accrue and be payable hereunder whether or not previously required by the Lender.
SECTION 2.05. [Reserved.] SECTION 2.06. Optional Prepayments. The Borrower may, without payment of any premium or penalty and upon at least three Business Days’ notice to the Lender stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amount of the Advances in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid. Any prepayment pursuant to this Section 2.06 shall result in a permanent reduction in the Commitment in the amount of such prepayment. SECTION 2.07. Illegality. Notwithstanding any other provision of this Agreement, if the Lender determines that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for the Lender to perform its obligations hereunder to make the Advances or to fund or maintain the Advances to be made by it hereunder, the Lender shall forthwith give notice thereof to the Borrower, whereupon (a) until the Lender notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of the Lender to make Advances shall be suspended and (b) if the Lender shall so request in such notice, the Borrower shall immediately prepay in full the then aggregate outstanding principal amount of the Advances, together with accrued interest thereon. SECTION 2.08. Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Note, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Lender by wire transfer of same day funds to an account specified by the Lender; provided, however, that on any Termination Date occurring under clause (i) or (ii) of the definition thereof, the Borrower may, at its option, pay the aggregate principal amount of the Advances then outstanding, and accrued and unpaid interest thereon, in DTV Stock by delivering to the Lender certificates representing shares of DTV Stock in an amount equal to the DTV Stock Equivalent Amount calculated as of such Termination Date, together with any necessary endorsements or other transfer documents reasonably requested by the Lender. (b) All computations of interest shall be made by the Lender on the basis of a year of 360 days, in each case for the actual number of days (with respect to interest payable pursuant to Section 2.04(a)(i), including the first day and the last day, and with respect to interest payable pursuant to Section 2.04(a)(ii),including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by the Lender of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest; provided, however, that, if such extension would cause payment of interest on or principal of the Advances to be
made in the next following calendar month, such payment shall be made on the next preceding Business Day. SECTION 2.09. Taxes. (a) Any and all payments by the Borrower hereunder or under the Note or any other documents to be delivered hereunder shall be made free and clear of and without deduction for any and all present or future taxes (including value-added taxes and withholding taxes), levies, imposts, deductions, charges or withholdings, and, all liabilities with respect thereto, excluding, in the case of the Lender, (i) taxes imposed on its overall net income (including branch profits taxes), and franchise taxes or similar taxes imposed on it in lieu of net income taxes, by the jurisdiction under the laws of which the Lender is organized or any political subdivision thereof and taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction of the Lender’s principal executive offices or any political subdivision thereof or is otherwise treated as doing business in such jurisdiction, (ii) in the case of a Lender, any withholding tax that is imposed on amounts payable to such Lender at the time such Lender becomes a party hereto, (iii) any U.S. backup withholding taxes and (iv) any other taxes imposed as a result of the Lender’s gross negligence or willful misconduct (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under the Notes being hereinafter referred to as “ This excerpt taken from the DTV 8-K filed May 4, 2009. Default
Interest”) on (i) the unpaid principal amount of each Advance owing to the Lender, payable in arrears on the dates referred to in clause (a) above and (ii) to the fullest extent permitted by law, the amount of any interest, fee or other amount payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in
full and on demand, in each case at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such Advance pursuant to clause (a) above; provided, however, that following acceleration of the Advances pursuant to Section 6.01, Default Interest shall accrue and be payable hereunder whether or not previously required by the Lender.
SECTION 2.05. [Reserved.] SECTION 2.06. Optional Prepayments. The Borrower may, without payment of any premium or penalty and upon at least three Business Days’ notice to the Lender stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amount of the Advances in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid. Any prepayment pursuant to this Section 2.06 shall result in a permanent reduction in the Commitment in the amount of such prepayment. SECTION 2.07. Illegality. Notwithstanding any other provision of this Agreement, if the Lender determines that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for the Lender to perform its obligations hereunder to make the Advances or to fund or maintain the Advances to be made by it hereunder, the Lender shall forthwith give notice thereof to the Borrower, whereupon (a) until the Lender notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of the Lender to make Advances shall be suspended and (b) if the Lender shall so request in such notice, the Borrower shall immediately prepay in full the then aggregate outstanding principal amount of the Advances, together with accrued interest thereon. SECTION 2.08. Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Note, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Lender by wire transfer of same day funds to an account specified by the Lender; provided, however, that on any Termination Date occurring under clause (i) or (ii) of the definition thereof, the Borrower may, at its option, pay the aggregate principal amount of the Advances then outstanding, and accrued and unpaid interest thereon, in DTV Stock by delivering to the Lender certificates representing shares of DTV Stock in an amount equal to the DTV Stock Equivalent Amount calculated as of such Termination Date, together with any necessary endorsements or other transfer documents reasonably requested by the Lender. (b) All computations of interest shall be made by the Lender on the basis of a year of 360 days, in each case for the actual number of days (with respect to interest payable pursuant to Section 2.04(a)(i), including the first day and the last day, and with respect to interest payable pursuant to Section 2.04(a)(ii),including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by the Lender of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any payment hereunder or under the Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest; provided, however, that, if such extension would cause payment of interest on or principal of the Advances to be
made in the next following calendar month, such payment shall be made on the next preceding Business Day. SECTION 2.09. Taxes. (a) Any and all payments by the Borrower hereunder or under the Note or any other documents to be delivered hereunder shall be made free and clear of and without deduction for any and all present or future taxes (including value-added taxes and withholding taxes), levies, imposts, deductions, charges or withholdings, and, all liabilities with respect thereto, excluding, in the case of the Lender, (i) taxes imposed on its overall net income (including branch profits taxes), and franchise taxes or similar taxes imposed on it in lieu of net income taxes, by the jurisdiction under the laws of which the Lender is organized or any political subdivision thereof and taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction of the Lender’s principal executive offices or any political subdivision thereof or is otherwise treated as doing business in such jurisdiction, (ii) in the case of a Lender, any withholding tax that is imposed on amounts payable to such Lender at the time such Lender becomes a party hereto, (iii) any U.S. backup withholding taxes and (iv) any other taxes imposed as a result of the Lender’s gross negligence or willful misconduct (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under the Notes being hereinafter referred to as “ | EXCERPTS ON THIS PAGE:
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