Coach 2006 Annual Report Download - page 122

14.4 No Representations.
14.4.1 General. The Administrative Agent shall not be responsible for the execution or validity or enforceability of this Credit Agreement,
the Notes, the Letters of Credit, any of the other Loan Documents or any instrument at any time constituting, or intended to constitute, cash collateral
for Letters of Credit described in Section 4.1.7 hereof, or for the value of any such cash collateral for Letters of Credit or for the validity,
enforceability or collectability of any such amounts owing with respect to the Notes, or for any recitals or statements, warranties or representations
made herein or in any of the other Loan Documents or in any certificate or instrument hereafter furnished to it by or on behalf of the Borrower or any
of its Subsidiaries, or be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements
herein or in any instrument at any time constituting, or intended to constitute, cash collateral for Letters of Credit described in Section 4.1.7 hereof or
to inspect any of the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall not be bound to
ascertain whether any notice, consent, waiver or request delivered to it by the Borrower or any holder of any of the Notes shall have been duly
authorized or is true, accurate and complete. The Administrative Agent has not made nor does it now make any representations or warranties, express
or implied, nor does it assume any liability to the Lenders, with respect to the credit worthiness or financial conditions of the Borrower or any of its
Subsidiaries. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender, and
based upon such information and documents as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit
Agreement.
14.4.2 Closing Documentation, etc. For purposes of determining compliance with the conditions set forth in Section 11, each Lender that
has executed this Credit Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document and matter
either sent, or made available, by the Administrative Agent or the Arranger to such Lender for consent, approval, acceptance or satisfaction, or
required thereunder to be to be consent to or approved by or acceptable or satisfactory to such Lender, unless an officer of the Administrative Agent or
the Arranger active upon the Borrower’s account shall have received notice from such Lender prior to the Closing Date specifying such Lender’s
objection thereto and such objection shall not have been withdrawn by notice to the Administrative Agent or the Arranger to such effect on or prior to
the Closing Date.
14.5 Payments.
14.5.1 Payments to Administrative Agent. A payment by the Borrower to the Administrative Agent hereunder or any of the other Loan
Documents for the account of any Lender shall constitute a payment to such Lender. The Administrative Agent agrees promptly to distribute to each
Lender such Lender’s pro rata share of payments received by the Administrative Agent for the account of the Lenders except as otherwise expressly
provided herein or in any of the other Loan Documents.
14.5.2 Distribution by Administrative Agent. If in the opinion of the Administrative Agent the distribution of any amount received by it
in such capacity hereunder, under the Notes or under any of the other Loan Documents might involve it in liability, it may refrain from making
distribution until its right to make distribution shall have been adjudicated by a court of competent jurisdiction. If a court of competent jurisdiction
shall adjudge that any amount received and distributed by the Administrative Agent is to be repaid, each Person to whom any such distribution shall
have been made shall either repay to the Administrative Agent its proportionate share of the amount so adjudged to be repaid or shall pay over the
same in such manner and to such Persons as shall be determined by such court.
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