Coach 2006 Annual Report Download - page 121

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14. THE AGENT.
14.1 Authorization.
(a) The Administrative Agent is authorized to take such action on behalf of each of the Lenders and to exercise all such powers as are
hereunder and under any of the other Loan Documents and any related documents delegated to the Administrative Agent, together with such powers
as are reasonably incident thereto, provided that no duties or responsibilities not expressly assumed herein or therein shall be implied to have been
assumed by the Administrative Agent.
(b) The relationship between the Administrative Agent and each of the Lenders is that of an independent contractor. The use of the term
“Administrative Agent” is for convenience only and is used to describe, as a form of convention, the independent contractual relationship between the
Administrative Agent and each of the Lenders. Nothing contained in this Credit Agreement nor the other Loan Documents shall be construed to create
an agency, trust or other fiduciary relationship between the Administrative Agent and any of the Lenders.
(c) As an independent contractor empowered by the Lenders to exercise certain rights and perform certain duties and responsibilities
hereunder and under the other Loan Documents, the Administrative Agent is nevertheless a “representative” of the Lenders, as that term is defined in
Article 1 of the Uniform Commercial Code, for purposes of actions for the benefit of the Lenders and the Administrative Agent with respect to all
cash collateral for Letters of Credit described in Section 4.1.7 hereof and guaranties contemplated by the Loan Documents.
14.2 Employees and Administrative Agents. The Administrative Agent may exercise its powers and execute its duties by or through employees or
agents and shall be entitled to take, and to rely on, advice of counsel concerning all matters pertaining to its rights and duties under this Credit Agreement and
the other Loan Documents. Prior to the existence of a Default or an Event of Default, the Administrative Agent may utilize the services of such Persons as the
Administrative Agent in consultation with the Borrower may reasonably determine, and all reasonable fees and expenses of any such Persons shall be paid by
the Borrower. Following the occurrence and during the continuation of a Default or an Event of Default, the Administrative Agent may utilize the services of
such Persons as the Administrative Agent in its sole discretion may reasonably determine, and all reasonable fees and expenses of any such Persons shall be
paid by the Borrower.
14.3 No Liability. Neither the Administrative Agent nor any of its shareholders, directors, officers or employees nor any other Person assisting them
in their duties nor any agent or employee thereof, shall be liable for any waiver, consent or approval given or any action taken, or omitted to be taken, in good
faith by it or them hereunder or under any of the other Loan Documents, or in connection herewith or therewith, or be responsible for the consequences of any
oversight or error of judgment whatsoever, except that the Administrative Agent or such other Person, as the case may be, may be liable for losses due to its
willful misconduct or gross negligence.
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