Supercuts 2008 Annual Report Download - page 216

(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Company in
respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from any L/C-Related Document;
(iii) the existence of any claim, recoupment, set-off, defense or other right that the Company may have at any time against any
beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting),
such Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by the L/C-Related
Documents or any unrelated transaction;
(iv) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid
or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any error, omission, interruption, loss
or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit;
(v) any error in interpretation of technical terms or any consequence arising from causes beyond the control of such Issuer;
(vi) any payment by such Issuer under any Letter of Credit against presentation of a document that does not strictly comply with the
terms of any Letter of Credit; or any payment made by such Issuer under any Letter of Credit to any Person purporting to be a trustee in
bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any
beneficiary or any transferee of any Letter of Credit, including any arising in connection with any Insolvency Proceeding;
(vii) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure
from any other guarantee, for all or any of the obligations of the Company in respect of any Letter of Credit; or
(viii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a discharge of, the Company or a guarantor.
3.07 Cash Collateral Pledge. Upon (i) the request of the Administrative Agent or the Required Lenders, (A) if any Event of Default
has occurred and is continuing, or (B) if, as of the Termination Date, any Letters of Credit may for any reason remain outstanding and partially
or wholly undrawn, or (ii) the termination of the Aggregate Commitment, then the Company shall immediately Cash Collateralize the L/C
Obligations in an amount equal to such L/C Obligations.
3.08 Letter of Credit Fees. (a) The Company shall pay to the Administrative Agent for the account of each of the Lenders a letter of
credit fee with respect to the Letters of Credit equal to the Applicable Margin times the average daily maximum amount available to be drawn of
the outstanding Letters of Credit, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon Letters
of Credit outstanding for that quarter as calculated by the Administrative Agent. Such letter of credit fees shall be due and payable quarterly in
arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing on the first such quarterly
date to occur after the Effective Date, through the Termination Date (or such later date upon which the outstanding Letters of Credit shall
expire), with the final payment to be made on the Termination Date (or such later expiration date).
(b) The Company shall pay to the applicable Issuer, for its sole account, a letter of credit fronting fee for each Letter of Credit Issued by
such Issuer equal to 0.125% per annum of the face amount (or increased or decreased face amount, as the case may be) of such Letter of Credit.
Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each
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