Supercuts 2008 Annual Report Download - page 214

paid by such Issuer. In the event the Company fails to reimburse the applicable Issuer the full amount of any drawing under any Letter of Credit
by 11:00 a.m. on the Honor Date, such Issuer will promptly notify the Administrative Agent, and the Administrative Agent will promptly notify
each Lender thereof, and the Company shall be deemed to have requested that Base Rate Loans in an amount equal to such unreimbursed
amount be made by the Revolving Lenders to be disbursed on the Honor Date under such Letter of Credit, subject to the amount of the unutilized
portion of the Aggregate Commitment and subject to the conditions set forth in Section 5.02 . Any notice given by an Issuer or the
Administrative Agent pursuant to this subsection 3.03(b) may be oral if immediately confirmed in writing (including by facsimile); provided
that
the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(c) Each Revolving Lender shall upon any notice pursuant to subsection 3.03(b) make available to the Administrative Agent for the
account of the relevant Issuer an amount in Dollars and in immediately available funds equal to its Pro Rata Share of the amount of the drawing,
whereupon the participating Lenders shall (subject to subsection 3.03(d) ) each be deemed to have made a Revolving Loan consisting of a Base
Rate Loan to the Company in that amount. If any Lender so notified fails to make available to the Administrative Agent for the account of the
applicable Issuer the amount of such Lender's Pro Rata Share of the amount of the drawing by no later than 12:00 noon on the Honor Date, then
interest shall accrue on such Lender's obligation to make such payment, from the Honor Date to the date such Lender makes such payment, at a
rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Administrative Agent will promptly give
notice of the occurrence of the Honor Date, but failure of the Administrative Agent to give any such notice on the Honor Date or in sufficient
time to enable any Lender to effect such payment on such date shall not relieve such Lender from its obligations under this Section 3.03 once
notice has been provided.
(d) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Company
in whole or in part, because of the Company's failure to satisfy the conditions set forth in Section 5.02
or for any other reason, the Company shall
be deemed to have incurred from the applicable Issuer an L/C Borrowing in the Dollar Equivalent of the amount of such drawing, which L/C
Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Base Rate plus
2.0% per annum, and each Lender's payment to such Issuer pursuant to subsection 3.03(c)
shall be deemed payment in respect of its participation
in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this
Section 3.03 .
(e) Each Lender's obligation in accordance with this Agreement to make the Revolving Loans or L/C Advances, as contemplated by this
Section 3.03 , as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuer
and shall not be affected by any circumstance, including (i) any set-
off, counterclaim, recoupment, defense or other right which such Lender may
have against such Issuer, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event
of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the
foregoing; provided that each Lender's obligation to make Revolving Loans under this Section 3.03 is subject to the conditions set forth in
Section 5.02 .
3.04 Repayment of Participations. (a) Upon (and only upon) receipt by the Administrative Agent for the account of an Issuer of
immediately available funds from the Company (i) in reimbursement of any payment made by such Issuer under the Letter of Credit with respect
to which any Lender has paid the Administrative Agent for the account of such Issuer for such Lender's participation in the Letter of Credit
pursuant to Section 3.03 or (ii) in payment of interest thereon, the Administrative Agent will promptly pay to each Lender, in the same funds as
those received by the Administrative Agent for the account of such Issuer, the amount of such Lender's Pro Rata Share of such funds, and
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