Coach 2013 Annual Report Download - page 1065

SECTION 28. Waiver. Guarantor hereby covenants and agrees that upon the commencement of a voluntary or involuntary bankruptcy
proceeding by or against the Coach Member, Guarantor shall not seek a supplemental stay pursuant to the United States Bankruptcy Code or any other debtor
relief law (whether statutory, common law, case law, or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become
applicable, to stay, interdict, condition, reduce or inhibit the ability of any of the Developer Parties to enforce its rights against Guarantor by virtue of this
Guaranty or otherwise.
SECTION 29. Amendments. Neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated
orally, but only by instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.
SECTION 30. Counterparts. This Guaranty may be executed in any number of counterparts, each of which, when executed and
delivered, shall be deemed an original, and such counterparts shall constitute but one and the same instrument and shall be binding upon each party hereto as
fully and completely as if all had signed but one instrument. The exchange of copies of this Guaranty, any signature pages required hereunder or any other
documents required or contemplated hereunder by facsimile or portable document format (“ PDF”) transmission shall constitute effective execution and delivery
of such signature pages and may be used in lieu of the original signature pages for all purposes. Signatures of the parties transmitted by facsimile or PDF shall
be deemed to be their original signatures for all purposes.
SECTION 31. Entire Agreement. This Guaranty embodies the entire agreement and understanding between the parties with respect to the
subject matter hereof and supersedes all other prior agreements and understandings, whether oral or written, relating to the subject matter hereof, except as
specifically agreed to the contrary.
SECTION 32. Remedies of Guarantors. In the event that a claim or adjudication is made that a Developer Party has acted unreasonably
or has unreasonably delayed acting in any case where by law or under this Guaranty such Developer Party has an obligation to act reasonably or promptly, the
Developer Parties shall not be liable for any monetary damages, and Guarantor’s remedies shall be limited to injunctive relief or declaratory judgment.
SECTION 33. Approval Standard. In any circumstance where this Guaranty specifies that the approval or consent of a Developer Party
must be given, or that any matter or circumstance must be satisfactory or acceptable to a Developer Party, then unless expressly set forth to the contrary, or
unless such Developer Party expressly agrees hereunder to be reasonable, such approval or consent or such determination of satisfaction or acceptability, shall
be within the sole and absolute discretion of the such Developer Party.
SECTION 34. Statute of Limitations. Guarantor hereby expressly waives and releases, to the fullest extent permitted by law, the
pleading of any statute of limitations as a defense to payment or performance of its obligations hereunder.
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