Supercuts 2008 Annual Report Download - page 211

Lenders, if any. Concurrently with the effectiveness of such increase and any additional extension of credit in connection therewith, each Lender
shall fund its Pro Rata Share of the outstanding Revolving Loans, Swing Loans and overdue L/C Obligations relating to L/C Advances, if any, to
the Administrative Agent, so that after giving effect thereto each Lender, including the Additional Lenders, if any, holds its Pro Rata Share of the
outstanding Revolving Loans, Swing Loans and L/C Obligations relating to each Loan to which it is a party, and the Company shall pay to each
Lender all amounts due under Article IV hereof as a result of any prepayment of any outstanding Offshore Rate Loans resulting from any
Lender's funding of Loans previously funded by other Lenders.
ARTICLE III
THE LETTERS OF CREDIT
3.01 The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) each Issuer agrees, (A) from time to time on
any Business Day, during the period from the Effective Date to the day which is five days prior to the Termination Date, to issue Letters of
Credit for the account of the Company and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.02(c)
and 3.02(d) , and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit Issued for
the account of the Company; provided that (x) no Issuer shall be obligated to Issue, and no Lender shall be obligated to participate in, any Letter
of Credit if as of the date of Issuance of such Letter of Credit (the " Issuance Date ") (1) the Effective Amount of all L/C Obligations plus the
Effective Amount of all Revolving Loans and of all Swing Line Loans exceeds the Aggregate Commitment, (2) the participation of any Lender
in the Effective Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Lender and such Lender's Pro Rata
Share of any outstanding Swing Line Loans exceeds such Lender's Commitment or (3) the Effective Amount of L/C Obligations exceeds the L/C
Commitment and (y) no Existing Letter of Credit may be renewed past the expiry date thereof in effect on the Effective Date. Within the
foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving,
and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or
which have been drawn upon and reimbursed.
(b) No Issuer is under any obligation to, and no Issuer shall, Issue any Letter of Credit if:
(i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such
Issuer from Issuing such Letter of Credit, or any Requirement of Law applicable to such Issuer or any request or directive (whether or not
having the force of law) from any Governmental Authority with jurisdiction over such Issuer shall prohibit, or request that such Issuer
refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer with respect
to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuer is not otherwise compensated hereunder) not
in effect on the Effective Date, or shall impose upon such Issuer any unreimbursed loss, cost or expense which was not applicable on the
Effective Date and which such Issuer in good faith deems material to it;
(ii) such Issuer has received written notice from any Revolving Lender, the Administrative Agent or the Company, on or prior to
the Business Day prior to the requested date of Issuance of such Letter of Credit, that one or more of the applicable conditions contained
in Article V is not then satisfied;
(iii) the expiry date of any requested Letter of Credit is (A) subject to subsection 3.02(d) , more than one year after the date of
Issuance, unless the Required Lenders have approved such expiry date in writing, or (B) after the date which is five days prior to the
Termination Date, unless all of the Lenders have approved such expiry date in writing;
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