Coach 2013 Annual Report Download - page 1064

SECTION 22. Invalid Provisions to Affect No Others . If fulfillment of any provision hereof at the time performance of such provision
shall be due, shall involve transcending the limit of validity presently prescribed by law, with regard to obligations of like character and amount, then, ipso
facto, the obligation to be fulfilled shall be reduced to the limit of such validity; and if any clause or provision herein contained operates or would
prospectively operate to invalidate this Guaranty in whole or in part, then such clause or provision only shall be held for naught, as though not herein
contained, and the remainder of this Guaranty shall remain operative and in full force and effect to the fullest extent permitted by law.
SECTION 23. No Waiver. No failure or delay on the part of any Developer Party to exercise any power, right or privilege under this
Guaranty shall impair or be construed to be a waiver of any such power, right or privilege, or be construed to be a waiver of any default or an acquiescence
therein, nor shall any single or partial exercise of such power, right or privilege preclude any other or further exercise thereof or of any other right, power or
privilege.
SECTION 24. Reinstatement of Guaranteed Obligations. If at any time all or any part of any payment made by the Coach Member or
Guarantor or received by any Developer Party from the Coach Member or Guarantor under or with respect to the Guaranteed Obligations and/or this Guaranty
is or may be voided in bankruptcy proceedings as a preference or for any other reason, or shall at any time be required to be restored or returned by any
Developer Party upon the insolvency, bankruptcy or reorganization of the Coach Member or Guarantor, or for any other reason, then the obligations of
Guarantor hereunder shall, to the extent of the payment voided, rescinded or returned, be deemed to be reinstated and to have continued in existence,
notwithstanding such previous payment made by the Coach Member or Guarantor, or receipt of payment by any Developer Party, and the obligations of
Guarantor hereunder shall continue to be effective or be reinstated, as the case may be, as to such payment, all as though such previous payment by the Coach
Member or Guarantor had never been made.
SECTION 25. Time of the Essence. Time is of the essence with respect to the performance by Guarantor of its obligations hereunder.
SECTION 26. Successive Actions. Separate and successive actions may be brought hereunder to enforce any of the provisions hereof
at any time and from time to time. No action hereunder shall preclude any subsequent action, and Guarantor hereby waives and covenants not to assert any
defense in the nature of splitting of causes of action or merger of judgments.
SECTION 27. Headings. The headings of the Sections and subsections of this Guaranty are for the convenience of reference only, are
not to be considered a part hereof and shall not limit or otherwise affect any of the terms hereof.
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