Supercuts 2008 Annual Report Download - page 222

5.02 Conditions to All Credit Extensions. The obligation of each Lender to make any Revolving Loan to be made by it (including its
initial Revolving Loan) and the obligation of each Issuer to Issue any Letter of Credit (including the initial Letter of Credit) is subject to the
satisfaction of the following conditions precedent on the relevant Borrowing Date or Issuance Date:
(a) Notice, Application. The Administrative Agent shall have received a Notice of Borrowing or in the case of any Issuance of any
Letter of Credit, the applicable Issuer and the Administrative Agent shall have received an L/C Application or L/C Amendment Application, as
required under Section 3.02;
(b) Continuation of Representations and Warranties. The representations and warranties in Article VI shall be true and correct on and
as of such Borrowing Date or Issuance Date with the same effect as if made on and as of such Borrowing Date or Issuance Date (except to the
extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date);
and
(c) No Existing Default. No Default or Event of Default shall exist or shall result from such Borrowing or Issuance.
Each Notice of Borrowing, L/C Application or L/C Amendment Application submitted by the Company hereunder shall constitute a
representation and warranty by the Company hereunder, as of the date of each such notice and as of each Borrowing Date or Issuance Date, as
applicable, that the conditions in this Section 5.02 are satisfied.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
The Company represents and warrants to the Administrative Agent and each Lender that:
6.01 Existence and Power. The Company and each of its Subsidiaries:
(a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;
(b) has the power and authority and all governmental licenses, authorizations, consents and approvals to own its assets, to carry on its
business and to execute, deliver, and perform its obligations under the Loan Documents to which it is a party;
(c) is duly qualified as a foreign corporation and is licensed and in good standing under the laws of each jurisdiction where its ownership,
lease or operation of property or the conduct of its business requires such qualification or license; and
(d) is in compliance with all Requirements of Law; except, in each case referred to in clause (c) or clause (d) , to the extent that the failure
to do so could not reasonably be expected to have a Material Adverse Effect.
6.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which
such Person is party, have been duly authorized by all necessary organizational action, and do not and will not:
(a) contravene the terms of any of such Person's Organization Documents;
(b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual
Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its
property is subject; or
(c) violate any Requirement of Law.
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