Coach 2011 Annual Report Download - page 191
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2. Notes 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 Agent
B. CORPORATE DOCUMENTS
4. Certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (i) that there have been no changes in the Certificate
of Incorporation or other charter document of such Loan Party, as attached thereto and as certified as of a recent date by the Secretary
of State (or analogous governmental entity) of the jurisdiction of its organization, since the date of the certification thereof by such
governmental entity, (ii) the By-Laws or other applicable organizational document, as attached thereto, of such Loan Party as in effect on
the date of such certification, (iii) resolutions of the Board of Directors or other governing body of such Loan Party authorizing the
execution, delivery and performance of each Loan Document to which it is a party, and (iv) the names and true signatures of the
incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower)
authorized to request a Borrowing or the issuance of a Letter of Credit under the Credit Agreement.
5. Good Standing Certificate (or analogous documentation if applicable) for each Loan Party from the Secretary of State (or analogous
governmental entity) of the jurisdiction of its organization, to the extent generally available in such jurisdiction.
C. OPINIONS
6. Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the Loan Parties.
7. Opinion of Venable LLP, special Maryland counsel for the Loan Parties.
D. CLOSING CERTIFICATES AND MISCELLANEOUS
8. A Certificate signed by the President, a Vice President or a Financial Officer of the Company certifying the following: (i) all of the
representations and warranties of the Company set forth in the Credit Agreement are true and correct and (ii) no Default or Event of
Default has occurred and is then continuing.
9. Termination and payoff documentation providing evidence satisfactory to the Administrative Agent that the credit facility evidenced by the
Existing Credit Agreement has been terminated and cancelled (along with all of the agreements, documents and instruments delivered in
connection therewith) and all Indebtedness owing thereunder has been repaid and any.
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