Supercuts 2008 Annual Report Download - page 220

Lenders shall make, convert or continue the Loans, as requested by the Company, in the amount specified in the applicable notice submitted by
the Company, but such Loans shall be made as, converted into or continued as, as the case may be, Base Rate Loans instead of Offshore Rate
Loans.
4.06 Reserves on Offshore Rate Loans. The Company shall pay to each Lender, as long as such Lender shall be required under
regulations of the FRB to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits
(currently known as " Eurocurrency liabilities "), other than reserve requirements included in the calculation of the Offshore Rate, additional
costs on the unpaid principal amount of each Offshore Rate Loan to the Company equal to the actual costs of such reserves allocated to such
Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), payable on each date on which
interest is payable on such Loan, provided the Company shall have received at least 15 days' prior written notice (with a copy to the
Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment
Date, such additional interest shall be payable 15 days from receipt of such notice.
4.07 Certificates of Lenders. Any Lender claiming reimbursement or compensation under this Article IV shall deliver to the Company
(with a copy to the Administrative Agent) a certificate setting forth in reasonable detail the amount payable to such Lender hereunder, and such
certificate shall be conclusive and binding on the Company in the absence of manifest error.
4.08 Substitution of Lenders. Upon the receipt by the Company from any Lender (an " Affected Lender ") of a claim for compensation
under Section 4.03 or Section 4.06 , of notice that it cannot make Offshore Rate Loans under Section 4.02 , or of a claim for Taxes or Further
Taxes under Section 4.01 , then the Administrative Agent, at the Company's direction, shall: (i) request the Affected Lender to use good faith
efforts to obtain a replacement bank or financial institution satisfactory to the Company to acquire and assume all or a ratable part of all of such
Affected Lender's Loans and Commitment at the face amount thereof (a " Replacement Lender "); (ii) request one more of the other Lenders to
acquire and assume all or part of such Affected Lender's Loans and Commitment; or (iii) designate a Replacement Lender. Any such designation
of a Replacement Lender under clause (i) or (iii) shall be subject to the prior written consent of the Administrative Agent (which consent shall
not be unreasonably withheld). Any transfer of Loans and Commitments shall be accompanied by the payment of any amounts due to the
Affected Lender under Sections 4.01 , 4.03 , 4.04 (calculated as if the assigned Loans were prepaid on the date of assignment) and 4.06 and shall
be made in accordance with Section 11.08 ; provided that the processing fee referenced in Section 11.08(a) shall not be required to be paid.
4.09 Survival. The agreements and obligations of the Company in this Article IV
shall survive the payment of all other Obligations, and
the Company will have no obligation to pay any amount hereunder unless a demand is made within 180 days after the date upon which the
Administrative Agent's or the applicable Lender's right to reimbursement arises.
ARTICLE V
CONDITIONS PRECEDENT
5.01 Conditions to Effectiveness. The effectiveness of this Agreement is subject to the condition that the Administrative Agent shall
have received all of the following, in form and substance
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