Supercuts 2008 Annual Report Download - page 217

calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of
Credit is Issued, through the Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be
made on the Termination Date (or such later expiration date).
(c) The Company shall pay to the applicable Issuer, for its sole account, from time to time on demand the normal issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of such Issuer relating to letters of credit as from time to time in
effect.
3.09 UCP; ISP. The Uniform Customs and Practice for Documentary Credits as published by the International Chamber of Commerce
most recently at the time of issuance of any commercial Letter of Credit shall (unless otherwise expressly provided in such Letter of Credit)
apply to such Letter of Credit, and the International Standby Practices as published by the International Chamber of Commerce most recently at
the time of issuance of any standby Letter of Credit shall (unless otherwise expressly provided in such Letter of Credit) apply to such Letter of
Credit.
ARTICLE IV
TAXES, YIELD PROTECTION AND ILLEGALITY
4.01 Taxes.
(a) Any and all payments by the Company to each Lender or the Administrative Agent under this Agreement and any other
Loan Document shall be made free and clear of, and without deduction or withholding for, any Taxes. In addition, the Company shall pay all
Further Taxes and Other Taxes.
(b) If the Company shall be required by law to deduct or withhold any Taxes, Other Taxes or Further Taxes from or in respect of any sum
payable hereunder to any Lender or the Administrative Agent, then:
(i) the sum payable shall be increased as necessary so that, after making all required deductions and withholdings (including
deductions and withholdings applicable to additional sums payable under this Section), such Lender or the Administrative Agent, as the
case may be, receives and retains an amount equal to the sum it would have received and retained had no such deductions or
withholdings been made;
(ii) the Company shall make such deductions and withholdings;
(iii) the Company shall pay the full amount deducted or withheld to the relevant taxing authority or other authority in accordance
with applicable law; and
(iv) the Company shall also pay to each Lender (or the Administrative Agent for the account of such Lender) or the Administrative
Agent, at the time interest is paid, Further Taxes in the amount that the respective Lender specifies as necessary to preserve the after-tax
yield such Lender would have received if such Taxes, Other Taxes or Further Taxes had not been imposed.
(c) The Company agrees to indemnify and hold harmless each Lender and the Administrative Agent for the full amount of (i) Taxes,
(ii) Other Taxes and (iii) Further Taxes in the amount that Lender or the Administrative Agent specifies as necessary to preserve the after-tax
yield such Lender or Administrative Agent would have received if such Taxes, Other Taxes or Further Taxes had not been imposed, and any
liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes, Other
Taxes or Further Taxes were correctly or legally asserted. Payment under this indemnification shall be made within 30 days after the date the
applicable Lender or the Administrative Agent makes written demand therefor.
(d) Within 30 days after the date of any payment by the Company of Taxes, Other Taxes or Further Taxes, the Company shall furnish to
each Lender or the Administrative Agent the original or a
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