Supercuts 2008 Annual Report Download - page 218

certified copy of a receipt evidencing payment thereof, or other evidence of payment satisfactory to such Lender or the Administrative Agent.
(e) If the Company is required to pay any amount to any Lender pursuant to subsection (b) or (c) of this Section, then such Lender shall
use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office so as to eliminate any
such additional payment by the Company which may thereafter accrue, if such change in the sole judgment of such Lender is not otherwise
disadvantageous to such Lender.
(f) Any Lender that is organized under the laws of a jurisdiction other than that in which the Company is located and that is entitled to an
exemption from or reduction of withholding tax under the law of the jurisdiction in which the Company is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Company (with a copy to the Administrative Agent), at
the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably
requested by the Company as will permit such payments to be made without withholding or at a reduced rate.
4.02 Illegality. (a) If any Lender determines that the introduction of any Requirement of Law, or any change in any Requirement of
Law, or in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any central bank or other Governmental
Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make Offshore Rate Loans, then, on notice thereof
by such Lender to the Company through the Administrative Agent, any obligation of such Lender to make Offshore Rate Loans shall be
suspended until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no
longer exist.
(b) If a Lender determines that it is unlawful to maintain any Offshore Rate Loan, the Company shall, upon its receipt of notice of such
fact and demand from such Lender (with a copy to the Administrative Agent), prepay in full such Offshore Rate Loans of such Lender then
outstanding, together with interest accrued thereon and amounts required under Section 4.04
, either on the last day of the Interest Period thereof,
if such Lender may lawfully continue to maintain such Offshore Rate Loans to such day, or immediately, if such Lender may not lawfully
continue to maintain such Offshore Rate Loan. If the Company is required to so prepay any Offshore Rate Loan, then concurrently with such
prepayment, the Company shall borrow from the affected Lender, in the amount of such repayment, a Base Rate Loan.
(c) If the obligation of any Lender to make or maintain Offshore Rate Loans has been so terminated or suspended, the Company may elect,
by giving notice to such Lender through the Administrative Agent that all Loans which would otherwise be made by such Lender as Offshore
Rate Loans shall be instead Base Rate Loans.
(d) Before giving any notice to the Administrative Agent under this Section, the affected Lender shall designate a different Lending Office
with respect to its Offshore Rate Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the
judgment of such Lender, be illegal or otherwise disadvantageous to such Lender.
4.03 Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change in
or in the interpretation of any law or regulation after the Effective Date or (ii) the compliance by such Lender with any guideline or request from
any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender
of agreeing to make or making, funding or maintaining any Offshore Rate Loans or participating in Letters of Credit, or, in the case of an Issuer,
any increase in the cost to such Issuer of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding
or maintaining any unpaid drawing under any Letter of Credit, then the
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