Coach 2006 Annual Report Download - page 112

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9.2.2 Restrictions on Negative Pledges and Upstream Limitations . The Borrower will not, nor will it permit any of its
Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (other than the Credit Agreement and the other Loan
Documents) which directly or indirectly prohibits the Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien
upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any
agreement, contract or arrangement (other than the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary
of the Borrower to pay or make dividends or distributions in cash or kind to the Borrower, to make loans, advances or other payments of
whatsoever nature to the Borrower, or to make transfers or distributions of all or any part of its assets to the Borrower, in each case other
than customary anti-assignment provisions contained in leases and licensing agreements entered into by the Borrower or such Subsidiary in
the ordinary course of its business.
9.3 Restrictions on Investments. The Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to
remain outstanding any Investment except Investments in:
(a) marketable direct or guaranteed obligations of the United States of America or any agency or instrumentality thereof;
(b) demand deposits, certificates of deposit, bank acceptances and time deposits of (i) United States banks having total assets in excess of
$1,000,000,000, (ii) any Lender or (iii) a commercial bank organized under the laws of any other country which is a member of the Organization for
Economic Cooperation and Development (the “OECD”), or a political subdivision of such country, and having total assets in excess of
$1,000,000,000; provided that such bank is acting through a branch or agency located in the country in which it is organized or another country
which is a member of the OECD;
(c) securities commonly known as “commercial paper” issued by a corporation organized and existing under the laws of the United States
of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than “P 1” if rated by Moody's, and
not less than “A 1” if rated by S&P;
(d) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in Sections 9.3(a)
and (b);
(e) mutual funds which invest primarily in the items described in Sections 9.3(a) - (d);
(f) Investments existing on the date hereof and listed on Schedule 9.3 hereto;
(g) (i) Investments consisting of the Guaranties, (ii) Investments by the Borrower in any Guarantor hereunder or by any Guarantor in the
Borrower or any other Guarantor, (iii) Investments in Subsidiaries other than CJI which are not Guarantors provided that the aggregate of such
Investments of the Borrower in Subsidiaries which are not Guarantors shall not exceed the aggregate amount of $50,000,000, and (iv) Investments in
Joint Ventures not to exceed the aggregate amount of $30,000,000;
(h) Investments in CJI, provided that at the time of and after giving effect to any such Investment no Default or Event of Default has
occurred and is continuing;
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