Supercuts 2008 Annual Report Download - page 221

satisfactory to the Administrative Agent and each Lender, and (in the case of any document listed below) in sufficient copies for each Lender:
(a) Credit Agreement. This Agreement executed by each party thereto;
(b) Resolutions; Incumbency.
(i) Copies of the resolutions of the board of directors of each Loan Party authorizing the transactions contemplated hereby,
certified as of the Effective Date by the Secretary or an Assistant Secretary of such Loan Party; and
(ii) A certificate of the Secretary or Assistant Secretary of each Loan Party certifying the names and true signatures of the officers
of such Loan Party authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to be
delivered by it hereunder;
(c) Organization Documents; Good Standing. Each of the following documents:
(i) the articles or certificate of incorporation and the bylaws of each Loan Party as in effect on the Effective Date, certified as of
the Effective Date by the Secretary or Assistant Secretary of such Loan Party; and
(ii) a good standing certificate or certificate of status for each Loan Party from the Secretary of State (or similar, applicable
Governmental Authority) of its state of incorporation and each other state where it is qualified to do business and the failure to be so
qualified could reasonably be expected to have a material adverse effect on the business or financial condition of such Loan Party;
(d) Legal Opinion. An opinion of Bell, Boyd & Lloyd LLP, counsel to the Company and the Guarantors, addressed to the
Administrative Agent and the Lenders.
(e) Payment of Fees. Evidence of payment by the Company of all accrued and unpaid fees, costs and expenses to the extent then due
and payable on the Effective Date, together with Attorney Costs of JPMorgan to the extent invoiced prior to or on the Effective Date, plus such
additional amounts of Attorney Costs as shall constitute JPMorgan's reasonable estimate of Attorney Costs incurred or to be incurred by it
through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Company and
JPMorgan); including any such costs, fees and expenses arising under or referenced in Sections 2.11 and 11.04;
(f) Certificate. A certificate signed by a Responsible Officer, dated as of the Effective Date, stating that:
(i) the representations and warranties contained in Article VI are true and correct on and as of such date, as though made on and as
of such date;
(ii) no Default or Event of Default exists or would result from the Credit Extension; and
(iii) there has not occurred since June 30, 2006 any event or circumstance that has resulted or could reasonably be expected to result
in a Material Adverse Effect;
(g) Subsidiary Guaranty. A Subsidiary Guaranty executed by each Guarantor as of the Effective Date;
(h) Repayment of Prior Indebtedness. All outstanding Indebtedness of the Company or any Subsidiary not specified on Schedule 8.05
or otherwise permitted by Section 8.05 shall have been paid in full and all commitments to create such Indebtedness, all guaranties supporting
such Indebtedness and all Liens securing such Indebtedness shall have been terminated; and
(i) Other Documents. Such other approvals, opinions, documents or materials as the Administrative Agent or any Lender may request.
39