Supercuts 2008 Annual Report Download - page 202

applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable
thereto as provided in subsection 2.04(b) , or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.06(d) ,
the Company shall be deemed to have elected to continue such Offshore Currency Loans for a one-month Interest Period.
(d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Borrowing, or, if no timely notice is provided
by the Company, the Administrative Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and
continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was
given, held by each Lender.
(e) Unless the Required Lenders otherwise consent, during the existence of a Default or Event of Default, the Company may not elect to
have a Loan in Dollars converted into or continued as an Offshore Rate Loan in Dollars, or an Offshore Currency Loan continued on the basis of
an Interest Period exceeding one month.
(f) The Company hereby authorizes the Lenders and the Administrative Agent to accept Notices of Conversion/Continuation based on
telephonic notices made by any Person 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. 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.
2.05 The Swing Line Loans . (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees to make Swing Line Loans
to the Company denominated in Dollars or in an Offshore Currency from time to time prior to the Termination Date in an aggregate principal
amount at any one time outstanding not to exceed a Dollar Equivalent of $20,000,000; provided that (i) after giving effect to any Swing Line
Loan, the Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations at such time shall not exceed the Aggregate
Commitment at such time, (ii) the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line
Loan, (iii) the Effective Amount of all outstanding Offshore Currency Loans plus the Effective Amount of all outstanding Swing Line Loans
denominated in Offshore Currencies shall not exceed the Offshore Currency Loan Sublimit and (iv) notwithstanding Section 2.01 , the aggregate
amount of the Revolving Loans and Swing Line Loans of the Swing Line Lender, plus the participation of the Swing Line Lender in the Dollar
Equivalent of the Effective Amount of all L/C Obligations, may exceed JPMorgan's Commitment so long as the condition set forth in the
previous proviso is satisfied. Prior to the Termination Date, the Company may use the Swing Line Commitment by borrowing, prepaying the
Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans
denominated in Dollars shall bear interest at the Base Rate and shall not be entitled to be converted into Loans that bear interest at any other rate.
Each Swing Line Loan denominated in an Offshore Currency shall bear interest at a rate separately agreed to by the Company and the Swing
Line Lender; provided that upon the purchase by the Lenders of participating interests in such Swing Line Loan pursuant to clause (e) below,
such Swing Line Loan shall be redenominated in Dollars on the basis of the Spot Rate and shall thereafter bear interest at the Base Rate.
(b) The Company may borrow under the Swing Line Commitment on any Business Day until the Termination Date; provided that the
Company shall give the Swing Line Lender irrevocable written notice signed by a Responsible Officer or an authorized designee (which notice
must be received by the Swing Line Lender prior to (i) 2:00 p.m. on the requested borrowing date, in the case of a Swing Line Loan denominated
in Dollars, or (ii) 10:30 a.m. three Business Days prior to the requested borrowing date, in the case of a Swing Line Loan denominated in an
Offshore Currency (or, in each case, such
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