Coach 2006 Annual Report Download - page 99

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5.11.1 Overdue Amounts. Overdue principal and (to the extent permitted by applicable law) interest on the Loans and all other
overdue amounts payable hereunder (including Unpaid Reimbursement Obligations) or under any of the other Loan Documents shall bear
interest (or fees in the case of Unpaid Reimbursement Obligations) compounded monthly and payable on demand at a rate per annum equal
to two percent (2.00%) above the rate of interest or Letter of Credit Fee (including the Applicable Margin) then applicable thereto (or, if no
rate of interest is then applicable thereto, the Base Rate) until such amount shall be paid in full (after as well as before judgment).
5.11.2 Amounts Not Overdue. During the continuance of a Default or an Event of Default, until such Default or Event of
Default has been cured or remedied or such Default or Event of Default has been waived by the Lenders or the Required Lenders pursuant
to Section 16.12, (a) the principal of the Revolving Credit Loans not overdue shall, bear interest at a rate per annum equal to two percent
(2.00%) above the rate of interest otherwise applicable, and (b) the Applicable Margin applicable to Letter of Credit Fees shall be equal to two
percent (2.00%) above the Letter of Credit Fee otherwise applicable.
6. GUARANTIES.
6.1 Guaranties of Significant Subsidiaries. The Obligations shall also be guaranteed by the Significant Subsidiaries pursuant to the
terms of the Guaranties.
7. REPRESENTATIONS AND WARRANTIES.
The Borrower represents and warrants to the Lenders and the Administrative Agent as follows:
7.1 Corporate Authority.
7.1.1 Incorporation; Good Standing. Each of the Borrower and its Subsidiaries (a) is a corporation (or similar business entity)
duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation except, solely with
respect to Subsidiaries of the Borrower which are not Significant Subsidiaries, where a failure to be so organized, existing or formed would
not have a Material Adverse Effect, (b) has all requisite corporate (or the equivalent entity) power to own its property and conduct its
business as now conducted and as presently contemplated except, solely with respect to Subsidiaries of the Borrower which are not
Significant Subsidiaries, where such a failure would not have a Material Adverse Effect, and (c) is in good standing as a foreign
corporation (or similar business entity) and is duly authorized to do business in each jurisdiction where such qualification is necessary
except, solely with respect to Subsidiaries of the Borrower which are not Significant Subsidiaries, where a failure to be so qualified would
not have a Material Adverse Effect.
7.1.2 Authorization. The execution, delivery and performance of this Credit Agreement and the other Loan Documents to which
the Borrower or any of its Significant Subsidiaries is or is to become a party and the transactions contemplated hereby and thereby (a) are
within the corporate (or the equivalent entity) authority of such Person, (b) have been duly authorized by all necessary corporate (or the
equivalent entity) proceedings, (c) do not and will not conflict with or result in any breach or contravention of any provision of law, statute,
rule or regulation to which the Borrower or any of its Significant Subsidiaries is subject or any judgment, order, writ, injunction, license or
permit applicable to the Borrower or any of its Significant Subsidiaries and (d) do not conflict with any provision of the Governing
Documents of, or any agreement or other instrument binding upon, the Borrower or any of its Significant Subsidiaries.
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