Supercuts 2008 Annual Report Download - page 237

properties, and any such proceeding or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar
process shall not be released, vacated or fully bonded within 60 days after commencement, filing or levy; (ii) the Company or any Subsidiary
admits the material allegations of a petition against it in any Insolvency Proceeding, or an order for relief (or similar order under non-
U.S. law) is
ordered in any Insolvency Proceeding; or (iii) the Company or any Subsidiary acquiesces in the appointment of a receiver, trustee, custodian,
conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or a substantial portion of its property or
business; or
(h) ERISA. (i) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which has resulted or could
reasonably be expected to result in liability of the Company or any ERISA Affiliate under Title IV of ERISA to such Pension Plan or
Multiemployer Plan or to the PBGC in an aggregate amount for all such Pension Plans and Multiemployer Plans in excess of $1,000,000, less
any outstanding amounts under clauses (ii) and (iii) ; (ii) the aggregate amount of Unfunded Pension Liability among all Pension Plans and
Multiemployer Plans at any time exceeds $1,000,000, less any outstanding amounts under clauses (i) and (iii) (determined, in respect of
Multiemployer Plans, by reference to the Unfunded Pension Liability for which the Company or any ERISA Affiliate may be liable); or (iii) the
Company or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with
respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $1,000,000,
less any outstanding amounts under clauses (i) and (ii) ; or
(i) Monetary Judgments. One or more non-interlocutory judgments, non-interlocutory orders, decrees or arbitration awards is entered
against the Company or any Subsidiary involving in the aggregate a liability (to the extent not covered by independent third-
party insurance as to
which the insurer does not dispute coverage) as to any single or related series of transactions, incidents or conditions, of $5,000,000 (or, if less,
the applicable threshold set forth in the corresponding provision of any Note Agreement) or more, and the same shall remain unsatisfied,
unvacated and unstayed pending appeal for a period of 10 days after the entry thereof; or
(j) Non-Monetary Judgments. Any non-monetary judgment, order or decree is entered against the Company or any Subsidiary which
does or would reasonably be expected to have a Material Adverse Effect, and there shall be any period of 20 consecutive days during which a
stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or
(k) Change of Control. There occurs any Change of Control; or
(l) Loss of Licenses. Any Governmental Authority revokes or fails to renew any license, permit or franchise of the Company or any
Subsidiary, or the Company or any Subsidiary for any reason loses any license, permit or franchise, or the Company or any Subsidiary suffers
the imposition of any restraining order, escrow, suspension or impound of funds in connection with any proceeding (judicial or administrative)
with respect to any license, permit or franchise, in each case to the extent that the same individually, collectively or cumulatively, does or would
reasonably be expected to have a Material Adverse Effect; or
(m) Guarantor Defaults. Any Guarantor fails in any material respect to perform or observe any term, covenant or agreement in the
Subsidiary Guaranty; or the Subsidiary Guaranty is for any reason partially (including with respect to future advances) or wholly revoked or
invalidated, or otherwise ceases to be in full force and effect, or any Guarantor or any other Person contests in any manner the validity or
enforceability thereof or denies that it has any further liability or obligation thereunder; or any event described at subsections (f) or (g) of this
Section occurs with respect to any Guarantor.
9.02 Remedies. If any Event of Default occurs, the Administrative Agent shall, at the request of, or may, with the consent of, the
Required Lenders,
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