Coach 2006 Annual Report Download - page 114

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9.5.2 Disposition of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, become a party to or agree to
or effect any disposition of assets, other than (a) the sale of inventory, the licensing of intellectual property and the disposition of obsolete
assets, in each case in the ordinary course of business consistent with past practices; (b) the disposition of individual stores in the ordinary
course of business consistent with past practices; and (c) dispositions with respect to Indebtedness permitted under Section 9.1(i) hereof.
9.6 Sale and Leaseback. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any arrangement, directly or
indirectly, whereby the Borrower or any Subsidiary of the Borrower shall sell or transfer any assets owned by it in order then or thereafter to lease
such assets that the Borrower or any Subsidiary of the Borrower intends to use for substantially the same purpose as the assets being sold or
transferred (each such arrangement, a Sale and Leaseback”), other than any Sale and Leaseback where (i) the sale or transfer of assets would not
have a Material Adverse Effect, (ii) the assets to be sold have an aggregate net book value for all such sales for the period from the Closing Date
through the date of any such sale of less than twenty five percent (25%) of the value of the Consolidated Total Assets of the Borrower and its
Subsidiaries on the date of such sale, (iii) the assets are sold in an arm’s length transaction for fair market value (after giving effect to all tax benefits
associated with such sale, if any) and (iv) immediately prior to and immediately after giving effect to any such sale, the Borrower and its
Subsidiaries on a consolidated basis shall be in pro forma compliance with the financial covenant set forth in Section 10 hereof.
9.7 Compliance with Environmental Laws. The Borrower will not, and will not permit any of its Subsidiaries to, in any manner that
would violate any Environmental Law or bring such Real Estate in violation of any Environmental Law, (a) use any of the Real Estate or any portion
thereof for the handling, processing, storage or disposal of Hazardous Substances, (b) cause or permit to be located on any of the Real Estate any
underground tank or other underground storage receptacle for Hazardous Substances, (c) generate any Hazardous Substances on any of the Real
Estate, (d) conduct any activity at any Real Estate or use any Real Estate in any manner so as to cause a release or threatened release of Hazardous
Substances on, upon or into the Real Estate or (e) otherwise violate any Environmental Law or bring such Real Estate in violation of any
Environmental Law, in each case which would have a Material Adverse Effect.
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