Supercuts 2008 Annual Report Download - page 201

Borrowing comprised of Offshore Currency Loans, by such time as the Administrative Agent may specify. The aggregate of the amounts made
available to the Administrative Agent by the Lenders will promptly thereafter be made available to the Company pursuant to the wire
instructions set forth in the applicable Notice of Borrowing in like funds as received by the Administrative Agent.
(d) After giving effect to any Borrowing or any conversion or continuation of Loans pursuant to Section 2.04 , unless the Administrative
Agent shall otherwise consent, there may not be more than 10 different Interest Periods in effect.
(e) The Company hereby authorizes the Lenders and the Administrative Agent to accept Notices of Borrowing based on telephonic notices
made by any Person that the Administrative Agent or any Lender in good faith believes to be acting on behalf of the Company. The Company
agrees to deliver promptly to the Administrative Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an
authorized designee. If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the
Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.
2.04 Conversion and Continuation Elections. (a) The Company may, upon irrevocable notice to the Administrative Agent in
accordance with subsection 2.04(b) :
(i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case
of Offshore Rate Loans, to convert Loans (or any part thereof in an amount not less than $500,000 or that is in an integral multiple of
$100,000 in excess thereof) into Loans of any other Type; or
(ii) elect as of the last day of the applicable Interest Period, to continue Offshore Rate Loans having Interest Periods expiring on
such day (or any part thereof in an amount not less than $500,000, or that is in an integral multiple of $100,000 in excess thereof);
provided
that if at any time the aggregate amount of Offshore Rate Loans denominated in Dollars in respect of any Borrowing is reduced, by
payment, prepayment, or conversion of part thereof to be less than $500,000, such Offshore Rate Loans denominated in Dollars shall
automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such
Loans into, Offshore Rate Loans shall terminate.
(b) The Company shall deliver a Notice of Borrowing to be received by the Administrative Agent not later than 12:00 noon at least
(i) three Business Days in advance of the applicable Conversion/Continuation Date, if the relevant Loans are to be converted into or continued as
Offshore Rate Loans in Dollars, (ii) four Business Days in advance of the Conversion/Continuation Date, if the relevant Loans are to be
converted into or continued as Offshore Currency Loans, and (iii) on the Conversion/Continuation Date, if the relevant Loans are to be converted
into Base Rate Loans, specifying:
(A) the proposed Conversion/Continuation Date;
(B) the aggregate amount of Loans to be converted or continued;
(C) the Type of Loans resulting from the proposed conversion or continuation and in the case of an Offshore Rate Loan, the
Applicable Currency; and
(D) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to Offshore Rate Loans denominated in Dollars, the Company has failed to
timely select a new Interest Period to be applicable to such Offshore Rate Loans, or if any Default or Event of Default then exists, the Company
shall be deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest
Period. If the Company has failed to select a new Interest Period to be
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