Supercuts 2008 Annual Report Download - page 229

(a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested
in good faith by appropriate proceedings and adequate reserves in accordance with GAAP are being maintained by the Company or such
Subsidiary; and
(b) all material lawful claims which, if unpaid, would by law become a Lien upon its property in violation of Section 8.01 .
7.08 Compliance with Laws . The Company shall comply, and shall cause each Subsidiary to comply, in all material respects with all
Requirements of Law of any Governmental Authority having jurisdiction over it or its business (including the Federal Fair Labor Standards Act),
except such as may be contested in good faith or as to which a bona fide dispute may exist. In addition, the Company shall (a) ensure, and cause
each Subsidiary to ensure, that no Person that owns a controlling interest in or otherwise controls the Company or any Subsidiary is or shall be
listed on the Specially Designated Nationals and Blocked Person List or other similar list maintained by the Office of Foreign Assets Control
("OFAC"), the Department of the Treasury, or included in any Executive Orders, (b) not use or permit the use of the proceeds of the Loans to
violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto, and (c) comply, and
cause each Subsidiary to comply, with all applicable Bank Secrecy Act ("BSA") laws and regulations.
7.09 Compliance with ERISA . The Company shall, and shall cause each of its ERISA Affiliates to: (a) maintain each Plan in
compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state law; (b) cause each Plan which
is qualified under Section 401(a) of the Code to maintain such qualification; and (c) make all required contributions to any Plan subject to
Section 412 of the Code.
7.10 Inspection of Property and Books and Records . The Company shall maintain and shall cause each Subsidiary to maintain proper
books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial
transactions and matters involving the assets and business of the Company and such Subsidiary. The Company shall permit, and shall cause each
Subsidiary to permit, representatives and independent contractors of the Administrative Agent or any Lender to visit and inspect any of their
respective properties, to examine their respective company, financial and operating records, and make copies thereof or abstracts therefrom, and
to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at the
expense of the Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable
advance notice to the Company; provided that when an Event of Default exists the Administrative Agent or any Lender may do any of the
foregoing at the expense of the Company at any time during normal business hours and without advance notice; provided , further , that neither
the Administrative Agent nor any Lender shall conduct any environmental testing of any owned or leased facility of the Company or any
Subsidiary without the prior written consent of the Company, which shall not unreasonably be withheld.
7.11 Environmental Laws . (a) The Company shall, and shall cause each Subsidiary to, conduct its operations and keep and maintain its
property in compliance with all Environmental Laws, the violation of which could reasonably be expected to result in liability to the Company
and its Subsidiaries in excess of $5,000,000 in the aggregate (net of any payments under insurance policies or indemnity agreements which the
Company or such Subsidiary reasonably expects to receive).
(b) Upon the written request of the Administrative Agent or any Lender, the Company shall submit and cause each of its Subsidiaries to
submit, to the Administrative Agent with sufficient copies for each Lender, at the Company's sole cost and expense, at reasonable intervals, a
report providing an update of the status of any environmental, health or safety compliance, hazard or liability issue identified in any notice or
report required pursuant to subsection 7.03(e) , that could, individually or in
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