Supercuts 2002 Annual Report Download - page 131

SECTION 7. Effect of Bankruptcy Proceedings, etc. This Guaranty shall continue to be effective or be automatically reinstated, as the case
may be, if at any time payment, in whole or in part, of any of the sums due to any of the Holders pursuant to the terms of the Note Purchase
Agreement or any other Note Document is rescinded or must otherwise be restored or returned by such Holder upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Company or any other person, or upon or as a result of the appointment of a
custodian, receiver, trustee or other officer with similar powers with respect to the Company or other person or any substantial part of its
property, or otherwise, all as though such payment had not been made. If an event permitting the acceleration of the maturity of the principal
amount of the Notes shall at any time have occurred and be continuing, and such acceleration shall at such time be prevented by reason of the
pendency against the Company or any other person of a case or proceeding under a bankruptcy or insolvency law, each Guarantor agrees that,
for purposes of this Guaranty and its obligations hereunder, the maturity of the principal amount of the Notes and all other Obligations shall be
deemed to have been accelerated with the same effect as if any Holder had accelerated the same in accordance with the terms of the Note
Purchase Agreement or other applicable Note Document, and such Guarantor shall forthwith pay such principal amount, Make-
Whole Amount,
if any, and interest thereon and any other amounts guaranteed hereunder without further notice or demand.
SECTION 8. Term of Agreement. This Guaranty and all guaranties, covenants and agreements of each Guarantor contained herein shall
continue in full force and effect and shall not be discharged until such time as all of the Obligations shall be paid and performed in full and all
of the agreements of such Guarantor hereunder shall be duly paid and performed in full.
SECTION 9. Representations and Warranties. Each Guarantor represents and warrants to each Holder that:
(a) such Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the
requisite power and authority to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it
is currently engaged;
(b) such Guarantor has the requisite power and authority and the legal right to execute and deliver, and to perform its obligations under, this
Guaranty, and has taken all necessary action to authorize its execution, delivery and performance of this Guaranty;
(c) this Guaranty constitutes a legal, valid and binding obligation of such Guarantor enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors'
rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at
law);
(d) the execution, delivery and performance of this Guaranty will not (i) contravene, result in any breach of, or constitute a default under, or
result in the
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Exhibit 1(c)