Coach 2006 Annual Report Download - page 95

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4.2 Letter of Credit Fees. The Borrower shall pay a fee (in each case, a “ Letter of Credit Fee”) to the Administrative Agent (a) quarterly in
arrears on the first day of each fiscal quarter of the Borrower for the immediately preceding fiscal quarter of the Borrower, in respect of each standby
Letter of Credit, an amount equal to the Applicable Margin per annum with respect to Standby Letter of Credit Fees multiplied by the result of (i) the
average daily face amount of such standby Letter of Credit during such period, multiplied by the number of days such standby Letter of Credit is
outstanding and divided by (ii) three hundred and sixty (360) (a “Standby Letter of Credit Fee”), and (b) quarterly in arrears on the first day of each
fiscal quarter of the Borrower for the immediately preceding fiscal quarter of the Borrower, in respect of each documentary Letter of Credit, an
amount equal to the Applicable Margin per annum with respect to documentary Letter of Credit Fees multiplied by the result of (i) the average daily
face amount of such documentary Letter of Credit during such period, multiplied by the number of days such documentary Letter of Credit is
outstanding, divided by (B) three hundred and sixty (360) (a “Documentary Letter of Credit Fee”), in each case which Letter of Credit Fee shall be
for the accounts of the Lenders in accordance with their respective Commitment Percentages. In respect of each Letter of Credit, the Borrower shall
also pay to the Issuing Lender for the Issuing Lender's own account, at such other time or times as such charges are customarily made by the Issuing
Lender, the Issuing Lender's customary fronting, issuance, amendment, negotiation or document examination and other administrative fees as in
effect from time to time.
4.3 Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms
hereof shall control.
5. CERTAIN GENERAL PROVISIONS.
5.1 Arrangement Fee. The Borrower agrees to pay to the Arranger for its own account, on the Closing Date an arrangement fee (the
“Arrangement Fee”) as set forth in the Fee Letter.
5.2 Administrative Agent's Fee. The Borrower agrees to pay to the Administrative Agent for its own account, on the Closing Date and on
each anniversary thereof, an administrative agent’s fee (the “Administrative Agent's Fee) as set forth in the Fee Letter.
5.3 Funds for Payments.
5.3.1 Payments to Administrative Agent. All payments of principal, interest, Reimbursement Obligations, Fees and any other
amounts due hereunder or under any of the other Loan Documents shall be made on the due date thereof to the Administrative Agent in
Dollars, for the respective accounts of the Lenders and the Administrative Agent, at the Administrative Agent's Office or at such other place
that the Administrative Agent may from time to time designate, in each case at or about 3:00 p.m. (New York time or other local time at the
place of payment) and in immediately available funds.
5.3.2 No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without
recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees,
deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any
jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such
deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or
under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case
may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document,
such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount
which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the
Borrower. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges
deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document.
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