Supercuts 2008 Annual Report Download - page 244

invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the
Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any Insolvency
Proceeding or otherwise, then (a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Lender severally
agrees to pay to the Administrative Agent upon demand its pro rata share of any amount so recovered from or repaid by the Administrative
Agent.
11.07 Successors and Assigns . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that the Company may not assign or transfer any of its rights or obligations under this
Agreement without the prior written consent of each Lead Agent and each Lender.
11.08 Assignments, Participations, etc.
(a) Any Lender may, with the written consent of the Company at all times other than during the
existence of an Event of Default and the Administrative Agent, the Swing Line Lender and the Issuers, which consents shall not be unreasonably
withheld or delayed, at any time assign and delegate to one or more Eligible Assignees (each an " Assignee
") all, or any part of all, of the Loans,
the Commitments, the L/C Obligations and the other rights and obligations of such Lender hereunder, in a minimum amount (other than with
respect to an assignment to an Eligible Assignee that is a Lender or an Affiliate or an Approved Fund of such assigning Lender) of $5,000,000
or, if less, the total amount of such Lender's outstanding Loans and/or Commitments (provided that no written consent of the Company, the
Administrative Agent, the Swing Line Lender or either Issuer shall be required in connection with any assignment and delegation by a Lender to
an Eligible Assignee that is a Lender or an Affiliate or Approved Fund of such assigning Lender); provided that the Company and the
Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until
(i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall
have been given to the Company and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have
delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit C (" Assignment and Acceptance
") and (iii) the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500. Each Assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more
credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the other Loan
Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with
such Assignee's compliance procedures and applicable laws, including federal and state securities laws.
(b) From and after the date that the Administrative Agent notifies the assignor Lender that it has received (and, if required, provided its
consent with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee
thereunder shall be a party hereto and, to the extent that rights and obligations hereunder (including any obligation under Section 10.10 ) have
been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents,
and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by
it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents.
(c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and
Acceptance and payment of the processing fee (and, if required, provided that it consents to such assignment in accordance with
subsection 11.08(a) ), the Company shall execute and deliver to the Administrative Agent, to the extent requested by the applicable Assignee, a
Note evidencing such Assignee's purchased Loans and Commitment. Immediately upon each Assignee's
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