Increased Costs and Taxes. (a) If any Regulatory Change:
(i) Shall subject any Lender to any tax, duty or other charge with respect to its obligation to make Eurodollar Advances, or its Eurodollar Advances, or shall change the basis of taxation of payments to any Lender of the principal of or interest on its Eurodollar Advances or in respect of any other amounts due under this Agreement in respect of its Eurodollar Advances or its obligation to make Eurodollar Advances (except for changes in the rate of tax on the overall net income of such Lender imposed by the jurisdiction in which such Lender's principal executive office is located); or
(ii) Shall impose, modify, or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding any included in an applicable Eurodollar Reserve Percentage), special deposit, assessment or other requirement or condition against assets of, deposits with or for the account of, or commitments or credit extended by any Lender, or shall impose on any Lender or the eurodollar interbank borrowing market any other condition affecting such Lender's obligation to make such Eurodollar Advances or its Eurodollar Advances; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining any such Eurodollar Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or otherwise in respect of its Loans, then, in any such case, on the earlier of demand by such Lender or the applicable Maturity Date, the Borrower agrees to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased costs. Each Lender requesting compensation will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 11.3 and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender.
(b) A certificate of any Lender claiming compensation under this Section 11.3 and setting forth the additional amount or amounts to be paid to it hereunder and calculations therefor shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use...
Increased Costs and Taxes. Applicant shall pay Bank on demand increased costs or Bank’s reduction in yield from any new or changed reserve, capital, special deposit, tax, insurance or other requirement or guideline affecting the Bank’s or its parent’s contingent or absolute rights or obligations under or in connection with this Agreement or any Credit provided the Bank acts reasonably to avoid or minimize the increased costs or reduction in the yield and computes the same on a reasonable basis. Applicant agrees that all payments hereunder shall be made without withholding, deduction or set-off and shall be made free and clear of taxes other than federal and state income and franchise taxes imposed on the Bank. (E)
Increased Costs and Taxes. If due to any change in law, regulations, rules or orders that come into effect after the date of this Letter Loan Agreement or as a result of compliance with any guideline or requirement from any authority which is customary for the Bank to comply with, the Bank incur or will incur increased costs or a reduced return on capital in respect of any Facility, the Borrowers shall indemnify the Bank against such increased costs or reduced return. All payments in respect of any Facility shall be made free and clear of any present and future withholding or other taxes or other deductions.
Increased Costs and Taxes. Relating to Letters of Credit. 70
Increased Costs and Taxes. Relating to Letters of Credit 82
SECTION 4. CONDITIONS TO LOANS AND LETTERS OF CREDIT 83 4.1 Conditions to Term Loans, Revolving Loans and Swing Line Loans 83 4.2 Conditions to All Loans 90 4.3 Conditions to Letters of Credit 91
SECTION 5. BORROWER’S REPRESENTATIONS AND WARRANTIES 91 Subsidiaries 91 5.2 Authorization of Borrowing, etc 92 Financial Condition. 94
Increased Costs and Taxes. RELATING TO STANDBY LETTERS OF CREDIT.
Increased Costs and Taxes. 100 Section 11.4 Effect On Other Advances................................................101 ARTICLE 12 - MISCELLANEOUS............................................................................101 Section 12.1 Notices.................................................................101 Section 12.2 Expenses................................................................104 Section 12.3 Waivers.................................................................104 Section 12.4 Set-Off.................................................................105 Section 12.5 Assignment..............................................................105 Section 12.6 Counterparts............................................................108 Section 12.7 Governing Law...........................................................108 Section 12.8 Severability............................................................108 Section 12.9 Headings................................................................108 Section 12.10 Interest................................................................108 Section 12.11 Entire Agreement........................................................109 Section 12.12 Amendment and Waiver....................................................109 Section 12.13 Other Relationships.....................................................110 Section 12.14 Confidentiality.........................................................110 Section 12.15 Liability of Partners, Members and Other Persons........................110 Section 12.16 Survival................................................................110 Section 12.17 Delivery of Lender Addenda..............................................110 ARTICLE 13 - WAIVER OF JURY TRIAL.....................................................................110 Section 13.1 Waiver of Jury Trial....................................................111 Section 13.2 Consent to Jurisdiction.................................................111 LOAN AGREEMENT AMONG RAINBOW MEDIA HOLDINGS, INC., AS BORROWER; THE GUARANTORS PARTY HERETO, AS GUARANTORS; TD SECURITIES (USA) INC. AND BANC OF AMERICA SECURITIES LLC, AS CO-LEAD ARRANGERS AND CO-BOOK RUNNERS; BANK OF AMERICA, N.A., AS SYNDICATION AGENT; WACHOVIA BANK, NATIONAL ASSOCIATION, GENERAL ELECTRIC CAPITAL CORPORATION AND THE BANK OF NOVA SCOTIA, AS CO-DOCUMENTATION AGENTS; TORONTO DOMINION (TEXAS), INC., AS ADMINISTRATIVE AGENT AND THE OTHER CREDIT PARTIES PARTY HERETO The parties...
Increased Costs and Taxes. Relating to Letters of Credit.. 68
SECTION 4. CONDITIONS TO LOANS AND LETTERS OF CREDIT............... 69 4.1 Conditions to AXELs and Initial Revolving Loans and Swing Line Loans......................................... 70 4.2 Conditions to All Loans.................................. 76 4.3 Conditions to Letters of Credit.......................... 77 EXECUTION (i)
Increased Costs and Taxes. 15- (l) Adjustments . . . . . . . . . . . . . . . . .-16- (m) Participations. . . . . . . . . . . . . . . .-16- 3. Letters of Credit. . . . . . . . . . . . . . . . .-16- (a) Issuance of Letters of Credit . . . . . . . .-16- (b) Payments Treated as Prime Rate Advances . . .-17-
Increased Costs and Taxes i. If at any time any applicable law or any interpretation or administration thereof by any governmental authority or interpretation by any Bank of any such law:
(1) shall subject such Bank to any tax, duty or other charge (including, but not limited to, any tax designed to discourage the purchase or acquisition of foreign securities or debt instruments by United States nationals) with respect to any Loan, Advance or Note, or shall materially change the basis of taxation of payments to such Bank of the principal of and interest on any Note (except for changes in the rate of tax on the overall net income of such Bank that is imposed by the jurisdiction in which such Bank's principal executive office is located); or
(2) shall subject such Bank to, impose, modify or deem applicable any reserve, special deposit or similar requirements against assets or liabilities of, deposits with or for the account of or credit extended by such Bank or shall impose on such Bank any other conditions affecting this Agreement or any Loan or Note; and the result of any of the foregoing is to impose any cost upon such Bank or increase any cost to such Bank in order to apply the Adjusted LIBOR Rate, or to reduce the amount of any sum received or receivable by such Bank with respect to any Loan, Advance or Note, then, within 15 calendar days after demand by such Bank (and from time to time thereafter as specified by such Bank), Borrower agrees to pay for the account of such Bank such additional amount or amounts as will compensate such Bank for such costs imposed or reduction of amount received.
ii. Each Bank will promptly notify Borrower of any event of which it has knowledge that will entitle such Bank to any additional amount or amounts pursuant to the foregoing paragraph. A certificate of such Bank to Borrower, setting forth the basis for the determination of such additional amount or amounts necessary to compensate such Bank and certifying to Borrower that such Bank has actually incurred such amounts with respect to advances under any Loan or Note shall be conclusive and binding absent manifest error.
iii. Upon receiving notice from a Bank that such Bank's cost of applying the Adjusted LIBOR Rate has been increased as a result of any of the reasons specified above, Borrower shall have the right, subject to the terms set forth in paragraph 2(f) with respect to payments other than at the end of an Interest Period, upon giving five Business Days' notice to such Bank, to convert t...
