Coach 2013 Annual Report Download - page 490

(c) The Escrow Agent shall act as escrow agent without charge as an accommodation to the parties, it being understood
and agreed that the Escrow Agent shall not be liable for any error in judgment or for any act done or omitted by it in good faith or pursuant to a court order, or
for any mistake of fact or law, unless caused or created as the result of the Escrow Agent’s gross negligence or willful misconduct. The Escrow Agent shall not
incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document reasonably believed by the Escrow Agent
to be genuine, and it shall be released and exculpated from all liability by Optionor and Optionee, except in the case of gross negligence or willful misconduct
of the Escrow Agent. The Escrow Agent may assume that any person purporting to give it notice on behalf of any party in accordance with the provisions of
Section 9 of the Agreement. The sole responsibility of the Escrow Agent hereunder shall be to hold and disburse the Deposit, together with all interest that shall
have accrued thereon, in accordance with the provisions of this Section 3.
(d) The Escrow Agent shall not be liable for and Optionor and Optionee shall indemnify, jointly and severally, the Escrow
Agent for, and to hold the Escrow Agent harmless against any loss, liability or expense, including, without limitation, reasonable attorneys’ fees and
disbursements, arising out of any dispute hereunder, including the cost and expense of defending itself against any claim arising hereunder, unless the same is
caused by the gross negligence or willful misconduct of the Escrow Agent.
(e) The Escrow Agent may, on notice to Optionor and Optionee, take such affirmative steps as it may, at its option, elect
in order to terminate its duties as the Escrow Agent, including, without limitation, the delivery of the Deposit, together with all interest that shall have accrued
thereon, to a new escrow agent designated by Optionor and Optionee or in the event any such termination upon or during any dispute between Optionor and
Optionee, to a court of competent jurisdiction and the commencement of an action for interpleader. The costs and expenses, including, without limitation,
reasonable attorneys’ fees and disbursements, incurred by the Escrow Agent in commencing such an action and in making such delivery shall be borne by
whichever of the parties is the non-prevailing party. Upon the taking by the Escrow Agent of such action, the Escrow Agent shall be released from all duties
and responsibilities hereunder.
(f) Any notices to Optionor or Optionee shall be delivered in accordance with the provisions of Section 9 of the Agreement.
Any notices to the Escrow Agent shall be delivered in accordance with Section 9 to the following address(es):
[INSERT ESCROW AGENT’S NOTICE ADDRESS(ES)]
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