Supercuts 2008 Annual Report Download - page 240

10.05 Resignation by Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as
provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuers and the Company. Upon any
such resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have
been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuers, appoint a successor
Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Company and such successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 11.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their
respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.
10.06 Independent Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue
to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished
hereunder or thereunder.
10.07 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default
or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent
(or the Administrative Agent for the account of the Lenders), unless the Administrative Agent shall have received written notice from a Lender
or the Company referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default". The
Administrative Agent will notify the Lenders of their receipt of any such notice. The Administrative Agent shall take such action with respect to
such Default or Event of Default as may be requested by the Required Lenders in accordance with Article IX ; provided that unless and until the
Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Lenders.
10.08 Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders
shall indemnify upon demand the Administrative Agent and its Related Parties (to the extent not reimbursed by or on behalf of the Company and
without limiting the obligation of the Company to do so), in accordance with such Lender's Pro Rata Share of all Loans and Commitments, from
and against any and all Indemnified Liabilities; provided that no Lender shall be liable for the payment to the Administrative Agent or any
Related Party thereof of any portion of such Indemnified Liabilities resulting from such Person's gross negligence or willful misconduct. Without
limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-
pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to
the extent that the
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