Coach 2013 Annual Report Download - page 1063

and, if different than the address set forth above, to the address posted from time to time as the corporate head office of Oxford
Properties Group on the website www.oxfordproperties.com to the attention of the Chief Legal Counsel (unless the same is not
readily ascertainable or accessible by the public in the ordinary course)
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
Attention: Stuart D. Freedman, Esq.
Facsimile: [phone]
The attorney for any party may send notices on that party’s behalf.
SECTION 20. Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of New
York applicable to contracts made and to be performed solely within such State.
SECTION 21. Consent to Jurisdiction; Waiver of Jury Trial. Guarantor hereby irrevocably and unconditionally (a) agrees that any
suit, action or other legal proceeding arising out of or relating to this Guaranty shall be brought in the courts of record of the State of New York in New York
County or the courts of the United States, Southern District of New York; (b) consents to, and waives any and all personal rights under the laws of any state
or the United States to object to, the jurisdiction of each such court in any such suit, action or proceeding; and (c) waives any objection which it may have to
the laying of venue of any such suit, action or proceeding in any of such courts. In furtherance of such agreement, Guarantor hereby agrees, upon request of
any Developer Party, to discontinue (or allow to be discontinued) any such suit, action or proceeding pending in any other jurisdiction or court. Nothing
contained herein, however, shall prevent any Developer Party from bringing any suit, action or proceeding or exercising any rights against any security or
against Guarantor, or against any property of Guarantor, in any other state or court. Initiating such suit, action or proceeding or taking such action in any
state shall in no event constitute a waiver of the agreement contained herein that the laws of the State of New York shall govern the rights and obligations of
Guarantor and the Developer Parties hereunder or thereunder or the submission herein or therein by Guarantor to personal jurisdiction within the State of New
York. Guarantor hereby irrevocably consents to the service of any and all process in any such suit, action or proceeding by service of copies of such process
to Guarantor at its address provided herein. Nothing in this Section 21, however, shall affect the right of any Developer Party to serve legal process in any
other manner permitted by law. TO THE FULLEST EXTENT PERMITTED BY LAW, GUARANTOR AND EACH DEVELOPER PARTY HEREBY
KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES,
RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING
OUT OF, OR IN ANY WAY RELATING TO THIS GUARANTY OR ANY CONDUCT, ACT OR OMISSION OF GUARANTOR OR ANY
DEVELOPER PARTY, OR ANY OF ITS RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, ATTORNEYS OR
AFFILIATES, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. The waivers contained in
this Section 21 are given knowingly and voluntarily by Guarantor and each Developer Party, as the case may be, and, with respect to the waiver of jury trial,
are intended to encompass individually each instance and each issue as to which the right to a trial by jury would otherwise accrue. Each Developer Party and
Guarantor is hereby authorized to file a copy of this Section 21 in any proceeding as conclusive evidence of these waivers.
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