Supercuts 2008 Annual Report Download - page 215

such Issuer shall receive the amount of the Pro Rata Share of such funds of any Lender that did not so pay the Administrative Agent for the
account of such Issuer.
(b) If the Administrative Agent or an Issuer is required at any time to return to the Company, or to a trustee, receiver, liquidator, custodian,
or any official in any Insolvency Proceeding, any portion of the payments made by the Company to the Administrative Agent for the account of
such Issuer pursuant to subsection 3.04(a) in reimbursement of a payment made under the Letter of Credit or interest or fee thereon, each Lender
shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent or such Issuer the amount of its Pro Rata Share of
any amounts so returned by the Administrative Agent or such Issuer plus interest thereon from the date such demand is made to the date such
amounts are returned by such Lender to the Administrative Agent or such Issuer, at a rate per annum equal to the Federal Funds Rate in effect
from time to time.
3.05 Role of the Issuers. (a) Each Lender and the Company agree that, in paying any drawing under a Letter of Credit, the applicable
Issuer shall not have any responsibility to obtain any document (other than any documents expressly required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such
document.
(b) None of the Administrative Agent, any Related Party thereof, or any of the respective correspondents, participants or assignees of an
Issuer shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders
or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due
execution, effectiveness, validity or enforceability of any L/C-Related Document.
(c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of
Credit; provided that this assumption is not intended to, and shall not, preclude the Company's pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement. Neither the Administrative Agent nor any Related Party thereof, nor
any of the respective correspondents, participants or assignees of an Issuer, shall be liable or responsible for any of the matters described in
clauses (i) through (vii) of Section 3.06 ; provided that, anything in such clauses to the contrary notwithstanding, that the Company may have a
claim against an Issuer, and such Issuer may be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by the Company which the Company proves were caused by such Issuer's willful misconduct or
gross negligence or such Issuer's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a document
strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) an Issuer may
accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information
to the contrary; and (ii) no Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting
to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid
or ineffective for any reason.
3.06 Obligations Absolute. The obligations of the Company under this Agreement and any L/C-Related Document to reimburse the
applicable Issuer for a drawing under a Letter of Credit, and to repay any L/C Borrowing and any drawing under a Letter of Credit converted
into Revolving Loans, shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement and each
such other L/C-Related Document under all circumstances, including the following:
(i) any lack of validity or enforceability of this Agreement or any L/C-Related Document;
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