Supercuts 2008 Annual Report Download - page 213

least five days (or such shorter time as such Issuer may agree in a particular instance in its sole discretion) prior to the proposed date of
notification of renewal, such Issuer shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it; provided that any
such automatic renewal Letter of Credit must permit the Issuer to prevent any such extension at least once in each 12-month period
(commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such
12-month period to be agreed upon at the time such Letter of Credit is issued. Each such request for renewal of a Letter of Credit shall be made
by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail
satisfactory to the applicable Issuer: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of such Letter of
Credit (which shall be a Business Day); (iii) the revised expiry date of such Letter of Credit; and (iv) such other matters as such Issuer may
require. No Issuer shall be under any obligation so to renew any Letter of Credit if: (A) such Issuer would have no obligation at such time to
issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit
does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically
renewed unless the beneficiary thereof receives notice from the applicable Issuer that such Letter of Credit shall not be renewed, and if at the
time of renewal such Issuer would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02
(d)
upon the request of the Company but such Issuer shall not have received any L/C Amendment Application from the Company with respect to
such renewal or other written direction by the Company with respect thereto, such Issuer shall nonetheless be permitted to allow such Letter of
Credit to renew, and the Company and the Lenders hereby authorize such renewal, and, accordingly, such Issuer shall be deemed to have
received an L/C Amendment Application from the Company requesting such renewal.
(e) Each Issuer may, at its election (or as required by the Administrative Agent (or the Administrative Agent at the direction of the
Required Lenders)), deliver any notices of termination or other communications to any applicable Letter of Credit beneficiary or transferee, and
take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to
be a date not later than the date which is five days prior to the Termination Date.
(f) This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit).
(g) Each Issuer will also deliver to the Administrative Agent, concurrently or promptly following its delivery of a Letter of Credit, or
amendment to or renewal of a Letter of Credit, to an advising bank or a beneficiary, a true and complete copy of each such Letter of Credit or
amendment to or renewal of a Letter of Credit.
3.03 Risk Participations, Drawings and Reimbursements. (a) Immediately upon the Issuance of each Letter of Credit (or, in the case of
an Existing Letter of Credit, on the Effective Date), each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the applicable Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of
(i) the Pro Rata Share of such Lender, times (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such
drawing, respectively. For purposes of Section 2.01 , each Issuance of a Letter of Credit shall be deemed to utilize the Commitment of each
Lender by an amount equal to the amount of such participation.
(b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer will
promptly notify the Company. The Company shall reimburse the applicable Issuer prior to 11:00 a.m. on each date that any amount is paid by
such Issuer under any Letter of Credit (each such date, an " Honor Date "), in an amount equal to the amount so
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