Coach 2013 Annual Report Download - page 1060

(c) Guarantor shall have no right of recourse against any Developer Party by reason of any enforcement action any
Developer Party may take or omit to take under the provisions of this Guaranty or any of the Building Documents in connection with the enforcement of the
Guaranteed Obligations in compliance with law and with such Building Documents.
(d) No personal liability shall be asserted, sought or obtained by any Developer Party under this Guaranty or enforceable by
any Developer Party under this Guaranty against (i) any Affiliate of Guarantor, (ii) any Person owning, directly or indirectly, any legal or beneficial interest in
Guarantor or any Affiliate of Guarantor or (iii) any direct or indirect partner, member, principal, officer, beneficiary, trustee, advisor, shareholder, employee,
agent, Affiliate or director of any Persons described in clauses (i) and (ii) above (collectively, the “ Exculpated Parties”), and none of the Exculpated Parties
shall have any personal liability in respect of any of the Guaranteed Obligations or any other liabilities and obligations of Guarantor under this Guaranty.
Nothing in this Section 13(d) shall derogate from or reduce the rights of any Developer Party in respect of any separate undertakings or agreements given in
connection herewith.
SECTION 14. Independent Actions. Guarantor waives any right to require that any action be brought by any Developer Party against
any other Person, or that any other remedy under the Development Agreement, the Operating Agreement or any other Building Document be exercised. Any
Developer Party may, at its option, proceed against Guarantor in the first instance to collect monies when due or obtain performance under this Guaranty,
without first resorting to the Development Agreement, the Operating Agreement or any other Building Document or any remedies thereunder.
SECTION 15. Assignment.
(a) Guarantor may not assign any of its rights and obligations under this Guaranty without the prior written consent of the
Fund Member, which consent may be granted or withheld by the Coach Member in its sole and absolute discretion.
(b) Subject to the provisions of the Building Documents, Guarantor acknowledges and agrees that the Developer Parties (or
any Developer Party) shall have the right, upon notice to Guarantor but without Guarantor’s consent, to assign, transfer, sell, lease, negotiate, pledge, grant or
otherwise hypothecate all or any portion of its or their rights in and to the Fund Member Units, the Development Agreement, the Operating Agreement or any
other Building Documents and/or this Guaranty to any permitted transferee of its interest under and in accordance with the terms of the Development
Agreement, the Operating Agreement or such Building Document, and no such assignment, transfer, sale, lease, negotiation, pledge, grant or hypothecation
and/or transfer of the Developer Parties’ (or any Developer Party’s) rights thereunder or hereunder, shall in any way impair or affect, or constitute a defense to,
Guarantor’s liability under this Guaranty.
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