Supercuts 2008 Annual Report Download - page 191

incurred as financing, in either case with respect to property acquired by such Person (even though the rights and remedies of the seller or bank
under such agreement in the event of default are limited to repossession or sale of such property); (f) all Capital Lease Obligations; (g) the
principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet
financing product to which such Person is a party, where such transaction is considered borrowed money indebtedness for tax purposes but is
classified as an operating lease in accordance with GAAP; (h) all indebtedness referred to in clauses (a) through (g) above secured by (or for
which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including
accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such
Indebtedness; and (i) all Guaranty Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through
(h) above. For all purposes of this Agreement, the Indebtedness of any Person shall include all recourse Indebtedness of any partnership or joint
venture or limited liability company in which such Person is a general partner or a joint venturer or a member and as to which such Person is or
may become directly liable.
" Indemnified Liabilities " has the meaning specified in Section 11.05 .
" Indemnified Person " has the meaning specified in Section 11.05 .
" Independent Auditor " has the meaning specified in subsection 7.01(a) .
" Insolvency Proceeding " means, with respect to any Person, (a) any case, action or proceeding with respect to such Person before any
court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or
relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or similar
arrangement in respect of its creditors generally or any substantial portion of its creditors, in each case undertaken under U.S. Federal, state or
foreign law, including the Bankruptcy Code.
" Interest Payment Date " means (a) as to any Offshore Rate Loan, the last day of each Interest Period applicable to such Loan and the date
of any payment (including any prepayment) in full of such Loan under Section 2.08 , (b) as to any Base Rate Loan, the last day of each calendar
quarter and the date of any payment (including any prepayment) in full of all Loans hereunder, and (c) as to any Swing Line Loan denominated
in an Offshore Currency, on the date of any payment (including any prepayment) of such Loan; provided that if any Interest Period for an
Offshore Rate Loan exceeds three months, the date that falls three months after the beginning of such Interest Period and after each Interest
Payment Date thereafter is also an Interest Payment Date.
" Interest Period " means, as to any Offshore Rate Loan, the period commencing on the Borrowing Date of such Loan or on the
Conversion/Continuation Date on which the Loan is converted into or continued as an Offshore Rate Loan, and ending on the date seven days or
one, two, three or six months thereafter as selected by the Company in its Notice of Borrowing;
provided
that:
(a) if any Interest Period would otherwise end on a day that is not a Business Day, that Interest Period shall be extended to the following
Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest
Period shall end on the preceding Business Day;
(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end
of such Interest Period; and
(c) no Interest Period for any Loan shall extend beyond the Termination Date.
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