Coach 2012 Annual Report Download - page 148

(e) Liens arising from precautionary Uniform Commercial Code financing statement filings with respect to operating leases entered into by the
Company or any of its Subsidiaries in the ordinary course of business;
(f) Liens securing Indebtedness described in clause (a) of the definition of Priority Indebtedness;
(g) Liens securing Indebtedness permitted under Section 6.01(c);
(h) bankers’ liens and rights of setoff with respect to customary depository arrangements entered into in the ordinary course of business;
(i) Liens attaching solely to cash earnest money or similar deposits in connection with any letter of intent or purchase agreement in connection
with a Permitted Acquisition;
(j) Liens arising from precautionary Uniform Commercial Code financing statement filings with respect to consignments, provided that such
Liens extend solely to the assets subject to such consignments;
(k) Liens securing interest rate or foreign exchange hedging obligations (regardless of whether such hedging obligations are subject to hedge
accounting), incurred in the ordinary course of business and not for speculative purposes;
(l) Liens, if any, in respect of leases that have been, or should be, in accordance with GAAP as in effect on the date hereof, classified as Capital
Lease Obligations;
(m) Liens pursuant to supply or consignment contracts or otherwise for the receipt of goods or services, encumbering only the goods covered
thereby, where the contracts are not overdue by more than 90 days or are being contested in good faith by appropriate proceedings and for which
reasonable reserves are being maintained; and
(n) extensions, renewals and replacements of the Liens described above, so long as there is no increase in the Indebtedness or other amounts
secured thereby (other than amounts incurred to pay costs of renewal and replacement) and no additional property (other than accessions, improvements,
and replacements in respect of such property) is subject to such Lien.
SECTION 6.03. Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into o
r
consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and
immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Subsidiary may merge into the Company in a transaction in
which the Company is the surviving corporation, (ii) any Subsidiary (including a Subsidiary Guarantor) may merge into any other Subsidiary in a transaction in
which the surviving entity is a Subsidiary (provided that, in the case of a merger of a Subsidiary that is not a Foreign Subsidiary Borrower into a Foreign
Subsidiary Borrower in which the surviving Subsidiary is not the Foreign Subsidiary Borrower, the surviving Subsidiary shall execute and deliver to the
Administrative Agent a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and shall satisfy the other conditions precedent set forth
in Section 4.03), and (iii) any Subsidiary (other than a Foreign Subsidiary Borrower) may liquidate or dissolve if the Company determines in good faith that such
liquidation or dissolution is in the best interests of the Company and its Subsidiaries and is not materially disadvantageous to the Lenders and except that the
Company or any Subsidiary may effect any acquisition permitted by Section 6.04 by means of a merger of the Person that is the subject of such acquisition with
the Company or any of its Subsidiaries (provided that, in the case of a merger with the Company, the Company is the survivor).
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