Coach 2006 Annual Report Download - page 98

then, and in each such case, the Borrower will, upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and
from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as will be
sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement
Obligation or other sum.
5.8 Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any
law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for Lenders or
Lender holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b)
compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law,
governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy,
has the effect of reducing the return on such Lender's or the Administrative Agent's commitment with respect to any Loans to a level below that which
such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender's
or the Administrative Agent's then existing policies with respect to capital adequacy and assuming full utilization of such entity's capital) by any
amount deemed by such Lender or (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may
notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the
Borrower agrees to pay such Lender or (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and
when such reduction is determined upon presentation by such Lender or (as the case may be) the Administrative Agent of a certificate in accordance
with Section 5.9 hereof. Each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis.
5.9 Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 or 5.8 and a brief explanation of such
amounts which are due, submitted by any Lender or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such
amounts are due and owing.
5.10 Indemnity. The Borrower agrees to indemnify each Lender and to hold each Lender harmless from and against any loss, cost or
expense actually incurred (excluding loss of anticipated profits) that such Lender may sustain or incur as a consequence of (a) default by the
Borrower in payment of the principal amount of or any interest on any Eurodollar Rate Loans or Fixed Rate Loans as and when due and payable,
including any such loss or expense arising from interest or fees payable by such Lender to banks of funds obtained by it in order to maintain its
Eurodollar Rate Loans or Fixed Rate Loans, (b) default by the Borrower in making a borrowing or conversion after the Borrower has given (or is
deemed to have given) a Loan Request or a Conversion Request relating thereto in accordance with Section 2.6 or Section 2.7, or (c) the making of
any payment of a Eurodollar Rate Loan or a Fixed Rate Loan or the making of any conversion of any such Loan which is not a Swing Line Loan or
any such Fixed Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest
or fees payable by such Lender to lenders of funds obtained by it in order to maintain any such Loans.
5.11 Interest After Default.
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