Coach 2013 Annual Report Download - page 1056

(h) This Guaranty in all respects represent valid and legally binding obligations, which are enforceable against Guarantor in
accordance with the terms hereof, subject only to the effects of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally.
SECTION 4. Intentionally Omitted.
SECTION 5. Obligations Independent. The obligations of Guarantor under this Guaranty shall be independent of, and shall not be
measured or affected by, (a) the legal sufficiency or insufficiency of the Development Agreement, the Operating Agreement or any other Building Document,
(b) the modification, expiration or termination of the Development Agreement, the Operating Agreement or any other Building Document (except as any
modifications shall modify the Guaranteed Obligations), (c) any extension of time for performance under the Development Agreement, the Operating Agreement
or any other Building Document (except as any extensions of time shall extend the time to perform the Guaranteed Obligations), (d) the terms and provisions of
the Loan Documents or the sufficiency of the funds advanced to Building C Tenant or Building C Mezzanine Borrower by the Coach Lender pursuant thereto,
(e) any bankruptcy, insolvency or other discharge of the Coach Member, and ( f) any offsets or defenses available to the Coach Member or any other offsets or
defenses to liability of Guarantor (other than any offset based on a default by the Fund Member or Developer in the payment or performance of its obligations
under the Development Agreement or the Operating Agreement, as applicable, that, if disputed by Developer or the Fund Member, has been finally determined
to be due and payable or required to be performed pursuant to the dispute resolution process thereunder), all of which are hereby waived.
SECTION 6. Other Rights and Remedies. The rights of the Developer Parties under this Guaranty shall be in addition to the other
rights and remedies of the Developer Parties against Guarantor, if any, under any other Building Document, or at law or in equity, and shall not in any way be
deemed a waiver of any such rights.
SECTION 7. Limitation on Obligations. Notwithstanding anything to the contrary contained herein or in any other Building
Document to the contrary, the maximum liability of Guarantor under this Guaranty shall be One and 00/100 Dollar ($1.00) less than the amounts which,
under applicable federal and state laws, including those relating to the insolvency of debtors, and after giving effect to all applicable rights of contribution,
would result in the avoidance or illegality of the obligations of Guarantor hereunder or, if applicable, under any other Building Document. Nothing herein shall
be construed to shift to the Developer Parties the burden of proof with respect to the maximum liability of Guarantor.
SECTION 8. Survival of Obligations. The Guaranteed Obligations shall survive any termination, surrender, summary proceeding,
foreclosure or other proceeding involving the Development Agreement, the Operating Agreement or any other Building Document and/or the exercise by any
Developer Party of any of its remedies pursuant to the Development Agreement, the Operating Agreement or any other Building Document. The Guaranteed
Obligations shall survive until performed in full, and shall be reinstated in the event that any payment made is rescinded.
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