Coach 2006 Annual Report Download - page 133

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16.8 Headings. The captions in this Credit Agreement are for convenience of reference only and shall not define or limit the provisions
hereof.
16.9 Counterparts. This Credit Agreement and any amendment hereof may be executed in several counterparts and by each party on a
separate counterpart, each of which when executed and delivered shall be an original, and all of which together shall constitute one instrument. In
proving this Credit Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom
enforcement is sought. Delivery by facsimile by any of the parties hereto of an executed counterpart hereof or of any amendment or waiver hereto shall
be as effective as an original executed counterpart hereof or of such amendment or waiver and shall be considered a representation that an original
executed counterpart hereof or such amendment or waiver, as the case may be, will be delivered.
16.10 Entire Agreement, Etc. The Loan Documents and any other documents executed in connection herewith or therewith express the
entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Credit Agreement nor any term hereof may be
changed, waived, discharged or terminated, except as provided in Section 16.12.
16.11 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. Except as prohibited by law, each party hereto hereby
waives any right it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or
consequential damages or any damages other than, or in addition to, actual damages. The Borrower acknowledges and agrees that the Administrative
Agent, the Issuing Lender(s), the Swing Line Lender and the Lenders have been induced to enter into this Credit Agreement and the other Loan
Documents to which it is a party by, among other things, the waivers and certifications contained herein and that no representative, agent or attorney
of any such party has represented to the Borrower that such party would not, in the event of litigation, seek to enforce the foregoing waivers.
16.12 Consents, Amendments, Waivers, Etc. Any consent or approval required or permitted by this Credit Agreement to be given by the
Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein
may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other
Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular
instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Required
Lenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:
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