Coach 2011 Annual Report Download - page 142

(a) Copies, certified by the Secretary or Assistant Secretary of such Subsidiary (or if such Subsidiary has not appointed a Secretary or
Assistant Secretary, any officer of such Subsidiary), of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed
necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which such
Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of such Subsidiary;
(b) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Subsidiary (or if such Subsidiary has not
appointed a Secretary or Assistant Secretary, any officer of such Subsidiary), which shall identify by name and title and bear the signature of the
officers of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement and the other Loan
Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely
until informed of any change in writing by the Company or such Subsidiary;
(c) Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel,
with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent
and addressed to the Administrative Agent and the Lenders; and
(d) Any promissory notes requested by any Lender, and any other instruments and documents reasonably requested by the Administrative
Agent.
ARTICLE V
Affirmative Covenants
Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall
have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Company
covenants and agrees with the Lenders that:
SECTION 5.01. Financial Statements and Other Information . The Company will furnish to the Administrative Agent and each Lender
through the Administrative Agent:
(a) within ninety (90) days after the end of each Fiscal Year of the Company (or, if earlier, by the date that the Annual Report on Form 10-K
of the Company for such Fiscal Year would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic
extension available thereunder for the filing of such form), its audited consolidated balance sheet and related statements of income, stockholders’
equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all
reported on by Deloitte & Touche, LLP or other independent public accountants of recognized national standing (without a “going concern” or like
qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial
statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries
on a consolidated basis in accordance with GAAP consistently applied;
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