Supercuts 2008 Annual Report Download - page 230

the aggregate, result in liability in excess of $5,000,000 (net of any payments under insurance policies or indemnity agreements which the
Company or such Subsidiary reasonably expects to receive).
7.12 Use of Proceeds . The Company shall use the proceeds of the Loans (a) to finance Permitted Acquisitions and to pay certain fees
and expenses related thereto, (b) for working capital, capital expenditures, stock repurchases and dividends and other general corporate purposes
not in contravention of any Requirement of Law or of any Loan Document; provided that any stock of the Borrower that is repurchased by the
Borrower shall be immediately retired and (c) to refinance the Existing Credit Agreement and other existing Indebtedness.
7.13 Further Assurances . (a) The Company shall ensure that all written information, exhibits and reports furnished to the
Administrative Agent or the Lenders do not and will not contain any untrue statement of a material fact and do not and will not omit to state any
material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances in which made, and will
promptly disclose to the Administrative Agent and the Lenders and correct any defect or error that may be discovered therein or in any Loan
Document or in the execution, acknowledgment or recordation thereof.
(b) Promptly upon request by the Administrative Agent or the Required Lenders, the Company shall (and shall cause any of its
Subsidiaries to) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, any and all such further acts,
certificates, assurances and other instruments the Administrative Agent or such Lenders, as the case may be, may reasonably require from time
to time in order (i) to carry out more effectively the purposes of this Agreement or any other Loan Document, and (ii) to better assure, convey,
grant, assign, transfer, preserve, protect and confirm to the Administrative Agent and the Lenders the rights granted or now or hereafter intended
to be granted to the Lenders under any Loan Document or under any other document executed in connection therewith.
7.14 Guaranties . The Company shall (a) cause each Domestic Subsidiary that accounted for more than 5% of the consolidated (gross)
revenues of the Company and its Subsidiaries during the most recent 12-month period for which financial statements are available pursuant to
Section 7.01 (the " Test Period "), calculated (i) on an actual and a pro forma basis for any Subsidiary created or acquired after the beginning of
such Test Period and (ii) giving effect to any material intercompany transactions after the beginning of such Test Period, to be a party to the
Subsidiary Guaranty; and (b) if all Domestic Subsidiaries that are not parties to the Subsidiary Guaranty accounted for 10% or more of the
consolidated (gross) revenues of the Company and its Subsidiaries for the most recent Test Period (calculated as set forth above, but excluding
from such calculation for the Test Periods ending March 31, 2007 and June 30, 2007 the Subsidiaries listed on Schedule 7.14 ; provided that if
the Empire Joint Venture is not consummated prior to September 30, 2007, such Subsidiaries shall be included in such calculation for the Test
Period ending September 30, 2007), cause one or more of such Domestic Subsidiaries to promptly execute the Subsidiary Guaranty so that, upon
such execution, such 10% threshold is no longer exceeded. The Company shall promptly notify the Administrative Agent at any time at which,
in accordance with this Section 7.14 , any Subsidiary is required to become a party to the Subsidiary Guaranty.
48