Supercuts 2008 Annual Report Download - page 210

recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing
Lender the purchase price paid therefor, together with an amount equal to such paying Lender's ratable share (according to the proportion of
(i) the amount of such paying Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or
other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Company agrees that any Lender so
purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right
of set-off, but subject to Section 11.10 ) with respect to such participation as fully as if such Lender were the direct creditor of the Company in
the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest
error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments.
2.16 Subsidiary Guaranty. All obligations of the Company under this Agreement and all other Loan Documents shall be
unconditionally guaranteed by the Guarantors pursuant to the Subsidiary Guaranty.
2.17 Increase in Commitments; Additional Lenders. (a) The Company may, upon at least 10 Business Days' notice to the
Administrative Agent (of which notice the Administrative Agent shall promptly provide a copy to the Lenders); provided that the Company has
not previously terminated all or any portion of the Commitments pursuant to Section 2.07 hereof; and provided , further , that before and after
giving effect to the Commitment Increase (as defined below) no Event of Default has occurred and is continuing or would result therefrom,
propose to increase the Commitments (the aggregate amount of any such increase, the " Commitment Increase "), to be allocated among the
Lenders in a manner mutually acceptable to the Company and the Administrative Agent. Each requested Commitment Increase shall be in an
aggregate minimum amount of $25,000,000 or any multiple of $1,000,000 in excess thereof; provided that (i) the Company shall not be
permitted to make more than one request for a Commitment Increase during any fiscal year of the Company and (ii) the aggregate amount of all
such increases shall not exceed $150,000,000.
(b) The Company, with the consent of the Administrative Agent (which shall not be unreasonably withheld or delayed prior to the
occurrence and continuance of an Event of Default or a Default), but without the consent of any other Lenders, may designate one or more other
banks or other financial institutions (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing
Lender shall have any obligation to increase its Commitment) which at the time agree in the case of any such bank or financial institution that is
an existing Lender to increase its applicable Commitment and, in the case of any other such bank or financial institution (each an " Additional
Lender
"), to become a party to this Agreement. The sum of the increases in the Commitments of the existing Lenders pursuant to this
subsection (b) plus the Commitments of the Additional Lenders shall not in the aggregate exceed the amount of the Commitment Increase.
(c) An increase in the Commitments pursuant to this Section 2.17 shall become effective upon the receipt by the Administrative Agent of
an agreement in form and substance satisfactory to the Administrative Agent signed by the Company, by each Additional Lender and by each
other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of each
Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of
appropriate corporate authorization on the part of the Company with respect to the Commitment Increase as the Administrative Agent may
reasonably request, if any.
(d) Upon the effectiveness of a Commitment Increase pursuant to this Section 2.17 , the Commitment amounts set forth on Schedule 2.01
shall be deemed amended, reflecting the increases of the Commitments of existing Lenders and the addition of the new Commitments of the
Additional
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