Coach 2006 Annual Report Download - page 123

14.5.3 Delinquent Lenders.
(a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan Documents, any Lender that fails
(i) to make available to the Administrative Agent its pro rata share of any Loan or to purchase any Letter of Credit Participation or (ii) to comply with
the provisions of Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender’s share of any
payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Lenders, in each
case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a “Delinquent Lender”) and
shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and
all payments due to it from the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees or otherwise,
to the remaining nondelinquent Lenders for application to, and reduction of, their respective pro rata shares of all outstanding Loans and Unpaid
Reimbursement Obligations. The Delinquent Lender hereby authorizes the Administrative Agent to distribute such payments to the nondelinquent
Lenders in proportion to their respective pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall
be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and
Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders’ respective pro rata shares of all outstanding Loans and Unpaid
Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment
causing such delinquency.
(b) If any Lender is a Delinquent Lender, then the Borrower may, at its cost and expense (other than with respect to payment of the
assignment fee referred to in Section 14.5.3(b)(i) and payment of the breakage costs referred to in the proviso to Section 14.5.3(b)(ii) below), upon
notice to such Delinquent Lender and the Administrative Agent, require such Delinquent Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in, and consents required by, Section 15.1), all of its interests, rights and obligations under
this Credit Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided, however, that:
(i) such Delinquent Lender shall pay to the Administrative Agent the assignment fee specified in Section 15.3;
(ii) such Delinquent Lender shall have received payment of an amount equal to the outstanding principal of its Loans and Letter of
Credit Advances, accrued interest thereon, accrued fees and all other amounts payable to such Delinquent Lender hereunder or under any of
the other Loan Documents (including any amounts payable under Section 5.10) from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all other amounts); provided, however, that the Borrower shall not
be responsible for any breakage costs incurred by such Delinquent Lender as a direct result of the Borrower’s decision to replace such
Delinquent Lender pursuant to this Section 14.5.3(b); and
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