Supercuts 2008 Annual Report Download - page 245

making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only
to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The
Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto .
(d) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a " Participant ")
participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the " originating Lender ") hereunder
and under the other Loan Documents; provided
that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the
originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Company, each Issuer and the Administrative
Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations
under this Agreement and the other Loan Documents and (iv) no Lender shall transfer or grant any participating interest under which the
Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document,
except to the extent such amendment, consent or waiver would require unanimous consent of the Lenders as described in clause (a) (but only in
respect of any increase of any Commitment of any originating Lender), (b) or (e) of the first proviso to Section 11.01 . In the case of any such
participation, the Participant shall be entitled to the benefit of Sections 4.01 , 4.03 and 11.05 as though it were also a Lender hereunder, and if
amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the
occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts
owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this
Agreement.
(e) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any
portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with
Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security
interest in any manner permitted under applicable law.
11.09 Confidentiality . (a) Each Lender agrees to take and to cause its Affiliates to take normal and reasonable precautions and exercise
due care to maintain the confidentiality of all information identified as "confidential" by the Company and provided to it by the Company or any
Subsidiary, or by the Administrative Agent on the Company's or such Subsidiary's behalf, under this Agreement or any other Loan Document ("
Information
"), and neither it nor any of its Affiliates shall use any Information other than in connection with or in enforcement of this
Agreement and the other Loan Documents or in connection with other business now or hereafter existing or contemplated with the Company or
any Subsidiary, except to the extent such Information (i) was or becomes generally available to the public other than as a result of disclosure by
any Lender; or (ii) was or becomes available on a non-confidential basis from a source other than the Company, provided that such source is not
bound by a confidentiality agreement with the Company known to any Lender; provided that any Lender may disclose such Information (A) at
the request or pursuant to any requirement of any Governmental Authority to which the Lender is subject or in connection with an examination
of such Lender by any such authority; (B) pursuant to subpoena or other court process; (C) when required to do so in accordance with the
provisions of any applicable Requirement of Law; (D) to the extent reasonably required in connection with any litigation or proceeding to which
the Administrative Agent, any Lender or their respective Affiliates may be party; (E) to the extent reasonably required in connection with the
exercise of any remedy hereunder or under any other Loan Document; (F) to such Lender's independent auditors and other professional advisors;
(G) to any Participant or Assignee, actual or potential, provided that such Person agrees to keep such Information confidential to the same extent
required of the Lenders hereunder; (H) as to any Lender or its Affiliate, as expressly permitted
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