Supercuts 2008 Annual Report Download - page 208

outstanding plus
the Effective Amount of L/C Obligations then outstanding, and shall not be deemed used by a Lender's Pro Rata Share of Swing
Line Loans. Such facility fee shall accrue from the Effective Date to the Termination Date and shall be due and payable quarterly in arrears on
the last Business Day of each calendar quarter, commencing on September 30, 2007, through the Termination Date, with the final payment to be
made on the Termination Date; provided that, in connection with any reduction or termination of Commitments under Section 2.07
or an increase
of Commitments under Section 2.17 , the accrued facility fee calculated for the period ending on such date shall also be paid on the date of such
reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination
date to such quarterly payment date. The facility fees provided in this subsection shall accrue at all times after the above-mentioned
commencement date, including at any time during which one or more conditions in Article V are not met.
2.12 Computation of Fees and Interest. (a) All computations of interest for Base Rate Loans when the Base Rate is determined by the
Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees
and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more interest being paid than if computed on
the basis of a 365/366-day year); provided that computations of interest for Offshore Currency Loans will be made on the basis of a year of 365
or 366 days, as the case may be, and actual days elapsed if that is the market standard for the applicable Offshore Currency. Interest and fees
shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereof.
(b) For purposes of determining utilization of each Lender's Commitment in order to calculate the facility fees due under subsection 2.11
(b) and whether or not utilization-based additions to the Base Rate and the Applicable Margin are applicable, the amount of any outstanding
Revolving Loan which is an Offshore Currency Loan on any date shall be determined based upon the Dollar Equivalent amount as of the most
recent Computation Date with respect to such Offshore Currency Loan.
(c) Each determination of an interest rate or a Dollar Equivalent amount by the Administrative Agent shall be conclusive and binding on
the Company and the Lenders in the absence of manifest error. The Administrative Agent will, at the request of the Company or any Lender,
deliver to the Company or such Lender, as the case may be, a statement showing the quotations used by the Administrative Agent in determining
any interest rate or Dollar Equivalent amount.
2.13 Payments by the Company.
(a) All payments to be made by the Company shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly
provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders at the Administrative
Agent's Payment Office, and, with respect to principal of, interest on, and any other amounts relating to, any Offshore Currency Loan, shall be
made in the Offshore Currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be
made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency payments, no later than such time
on the dates specified herein as may be determined by the Administrative Agent to be necessary for such payment to be credited on such date in
accordance with normal banking procedures in the place of payment, and (ii) in the case of any Dollar payments, no later than 11:00 a.m. on the
date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as
expressly provided herein) of such principal, interest, fees or other amounts, in like funds as received. Any payment which is received by the
Administrative Agent later than 11:00 a.m. or later than the time specified by the Administrative Agent as provided in clause (i) above (in the
case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee
shall continue to accrue.
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