Coach 2012 Annual Report Download - page 191

B. CORPORATE DOCUMENTS
C. OPINIONS
D. CLOSING CERTIFICATES AND MISCELLANEOUS
2.
N
otes executed by the initial Borrowers in favor of each of the Lenders, if any, which has requested a note pursuant to Section 2.10(e) of the Credit
Agreement.
3. Guaranty executed by the initial Subsidiary Guarantors (collectively with the Borrowers, the “Loan Parties”) in favor of the Administrative Agen
t
4. Certi
f
icate o
f
the Secretar
y
or an Assistant Secretar
y
o
f
each Loan Part
y
certi
fy
in
g
(i) that there have been no chan
g
es in the Certi
f
icate o
f
I
ncor
p
oration or other charter document o
f
such Loan Part
y
, as attached thereto and as certi
f
ied as o
f
a recent date b
y
the Secretar
y
o
f
State (o
r
analo
g
ous
g
overnmental entit
y
) o
f
the
j
urisdiction o
f
its or
g
anization, since the date o
f
the certi
f
ication thereo
f
b
y
such
g
overnmental entit
y
, (ii) the
By
-
L
aws or other a
pp
licable or
g
anizational document, as attached thereto, o
f
such Loan Part
y
as in e
ff
ect on the date o
f
such certi
f
ication,
(iii) resolutions o
f
the Board o
f
Directors or other
g
overnin
g
bod
y
o
f
such Loan Part
y
authorizin
g
the execution, deliver
y
and
p
er
f
ormance o
f
each
L
oan Document to which it is a
p
art
y
, and (iv) the names and true si
g
natures o
f
the incumbent o
ff
icers o
f
each Loan Part
y
authorized to si
g
n the
L
oan Documents to which it is a
p
art
y
, and (in the case o
f
each Borrower) authorized to re
q
uest a Borrowin
g
or the issuance o
f
a Letter o
f
Credi
t
under the Credit Agreement.
5. Good Standin
g
Certi
f
icate (or analo
g
ous documentation i
f
a
pp
licable)
f
or each Loan Part
y
f
rom the Secretar
y
o
f
State (or analo
g
ous
g
overnmenta
l
entity) of the jurisdiction of its organization, to the extent generally available in such jurisdiction.
6. O
p
inion o
f
Fried, Frank, Harris, Shriver & Jacobson LLP, counsel
f
or the Loan Parties.
7. O
p
inion o
f
Venable LLP, s
p
ecial Mar
y
land counsel
f
or the Loan Parties.
8.
A
Certi
f
icate si
g
ned b
y
the President, a Vice President or a Financial O
ff
icer o
f
the Com
p
an
y
certi
fy
in
g
the
f
ollowin
g
: (i) all o
f
the re
p
resentations
and warranties o
f
the Com
p
an
y
set
f
orth in the Credit A
g
reement are true and correct and (ii) no De
f
ault or Event o
f
De
f
ault has occurred and is
then continuing.
9. Termination and
p
a
y
o
ff
documentation
p
rovidin
g
evidence satis
f
actor
y
to the Administrative A
g
ent that the credit
f
acilit
y
evidenced b
y
the Existin
g
Credit A
g
reement has been terminated and cancelled (alon
g
with all o
f
the a
g
reements, documents and instruments delivered in connection
therewith) and all Indebtedness owing thereunder has been repaid and any.
2