Supercuts 2008 Annual Report Download - page 204

(e) If prior to the making of a Revolving Loan required to be made pursuant to subsection 2.05(c) an Event of Default described in
subsection 9.01(f) or 9.01(g) shall have occurred and be continuing with respect to the Company, each Lender will, on the date such Revolving
Loan was to have been made pursuant to the notice described in subsection 2.05(b) , purchase a participating interest in each outstanding Swing
Line Loans in an amount equal to its Pro Rata Share of the Effective Amount of such Swing Line Loan; provided that, if such Swing Line Loan
is denominated in an Additional Offshore Currency that would be unavailable for a Borrowing of Revolving Loans pursuant to Section 2.06(c) ,
such Swing Line Loan shall be redenominated in Dollars on the basis of the Spot Rate immediately prior to such purchase. Each Lender will
immediately transfer to the Administrative Agent for the benefit of the Swing Line Lender the amount of its participation in immediately
available funds in the Applicable Currency.
(f) Whenever, at any time after a Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Lender receives any
payment on account thereof, the Swing Line Lender will distribute to the Administrative Agent for delivery to each Lender its participating
interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's
participating interest was outstanding and funded) and in the Applicable Currency; provided that in the event that such payment received by the
Swing Line Lender is required to be returned, such Lender will return to the Administrative Agent for delivery to the Swing Line Lender any
portion thereof previously distributed by the Swing Line Lender to it.
(g) Each Lender's obligation to make the Revolving Loans referred to in subsection 2.05(c)
and to purchase participating interests pursuant
to subsection 2.05(e) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim,
recoupment, defense or other right which such Lender or the Company may have against the Swing Line Lender, the Company or any other
Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the
condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any
Subsidiary or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
2.06 Utilization of Commitments in Offshore Currencies.
(a) The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing comprised of Offshore
Currency Loans as of the requested Borrowing Date, (ii) Swing Line Loan denominated in an Offshore Currency, (iii) outstanding Offshore
Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies as of the last Business Day of each calendar quarter and
(iv) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies as of any redenomination date
pursuant to this Section 2.06 or Section 4.05 (each such date under clauses (i) through (iv) , a " Computation Date "). Upon receipt of any Notice
of Borrowing, the Administrative Agent will promptly notify each Revolving Lender thereof and of the amount of such Lender's Pro Rata Share
of the applicable Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing will provide
the approximate amount of each Lender's Pro Rata Share of such Borrowing, and the Administrative Agent will, upon the determination of the
Dollar Equivalent amount of the Borrowing as specified in such Notice of Borrowing, promptly notify each Lender of the exact amount of such
Lender's Pro Rata Share of such Borrowing.
(b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency
constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of "Designated Offshore Currency",
that in the opinion of the Required Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely
transferable and freely convertible into Dollars (an " Additional Offshore Currency "). The
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