Supercuts 2008 Annual Report Download - page 239

term "Administrative Agent", as used in this Article X , included such Issuer with respect to such acts or omissions, and (ii) as additionally
provided in this Agreement with respect to such Issuer.
10.02 Liability. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without
limiting the generality of the foregoing, (a) none of the Administrative Agent or any Related Party thereof shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Administrative Agent shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.01 ), and (c) except as expressly set forth
herein, none of the Administrative Agent or any Related Party thereof shall have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by such Person or any Affiliate
thereof in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of
the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in
Section 11.01 ) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have
knowledge of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Company or a
Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or
in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article V
or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to
the Administrative Agent.
10.03 Reliance by Administrative Agent. (a) The Administrative Agent shall be entitled to rely upon, and shall not incur any liability
for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to
have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with
legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
(b) For purposes of determining compliance with the conditions specified in Section 5.01 , each Lender that has executed this Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the
Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by
or acceptable or satisfactory to such Lender.
10.04 Delegation of Duties. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or
through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-
agent may perform any
and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative
Agent.
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