Coach 2006 Annual Report Download - page 93

(a) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement, or any other Loan Document;
(b) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against
any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the
Issuing Lender or any other Person, whether in connection with this Credit Agreement, the transactions contemplated hereby or by such Letter of
Credit or any agreement or instrument relating thereto, or any unrelated transaction;
(c) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent or invalid in any
respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document
required in order to make a drawing under such Letter of Credit; or
(d) any payment by the Issuing Lender under such Letter of Credit against presentation of a draft or certificate that does not strictly comply
with the terms of such Letter of Credit (so long as such draft or certificate complies in all material respects with the terms of such Letter of Credit); or
any payment made by the Issuing Lender under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of
Credit, including any arising in connection with any proceeding under any Debtor Relief Law.
The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of
any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the Issuing Lender. The
Borrower shall be conclusively deemed to have waived any such claim against the Issuing Lender and its correspondents unless such notice is given
as aforesaid.
4.1.6 Role of Issuing Lender. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the
Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly
required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person
executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor
any correspondent, participant or assignee of the Issuing Lender shall be liable to any Lender for (a) any action taken or omitted in
connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (b) any action taken or
omitted in the absence of gross negligence or willful misconduct; or (c) the due execution, effectiveness, validity or enforceability of any
document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions
of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to,
and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or
under any other agreement. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the Issuing Lender shall be liable or responsible for any of the matters described in clauses (a)
through (e) of Section 4.1.5; provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a
claim against the Issuing Lender, and the Issuing Lender may be liable to the Borrower, to the extent, but only to the extent, of any direct, as
opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the Issuing Lender’s
willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by
the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and
not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility
for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
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