Coach 2012 Annual Report Download - page 140

SECTION 3.10. Disclosure. All of the reports, financial statements and certificates furnished by or on behalf of any Borrower to the
Administrative Agent or any Lender in connection with the negotiation of this Agreement or hereafter delivered hereunder or reports filed pursuant to the
Securities Exchange Act of 1934, as amended (as modified or supplemented by other information so furnished prior to the date on which this representation and
warranty is made or deemed made) do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Company and the
other Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.
SECTION 3.11. Federal Reserve Regulations. No part of the proceeds of any Loan have been used or will be used, whether directly o
r
indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.
SECTION 3.12. No Default. No Default or Event of Default has occurred and is continuing.
SECTION 3.13. OFAC. Neither the Company nor any of its Subsidiaries is currently subject to any U.S. sanctions administered by the OFAC;
and the Company and its Subsidiaries will not directly or indirectly use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds
to any Subsidiary, joint venture partner or other Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions
administered by OFAC or for the purpose of financing any activity that is prohibited as to U.S. Persons under U.S. sanctions administered by OFAC.
ARTICLE IV
Conditions
SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder
shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed
on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a
signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the Loan
Documents and such other legal opinions, certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in
connection with the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel and as further described in the list o
f
closing documents attached as Exhibit E.
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