Coach 2013 Annual Report Download - page 1066

SECTION 35. Confidentiality. Each of the Developer Parties and Guarantor, and their respective partners, principals, members,
owners, shareholders, attorneys, agents, employees and consultants (and their respective successors and assigns), will treat the terms of this Guaranty and all
confidential information disclosed to the Developer Parties by Guarantor as confidential, giving it the same care as its own confidential information and make
no use of any such disclosed confidential information not independently known to it, except (a) in connection with the transactions contemplated hereby, (b) to
the extent legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose the same,
or (c) to the extent required by any federal, state, local or foreign laws, or by any rules or regulations of the United States Securities and Exchange
Commission (or its equivalent in any foreign country) or any domestic or foreign public stock exchange or stock quotation system, that may be applicable to
Guarantor or any of its direct or indirect constituent owners or Affiliates. Notwithstanding the foregoing, the terms hereof may be disclosed by any Developer
Party or Guarantor to (i) its accountants, attorneys, employees, agents, actual and potential transferees, investors and lenders, and others in privity with such
party to the extent reasonably necessary for such party’s business purposes or in connection with a dispute hereunder, (ii) the MTA, and (iii) any
Construction Lender or any lender providing financing to the Fund Member or any Developer Party or its Affiliates, which financing shall be secured by the
Fund Member Units or any direct or indirect interests therein.
SECTION 36. Joint and Several Liability. If more than one Person executes this Guaranty, the obligations of those Person under this
Guaranty shall be joint and several. A Developer Party may, in its sole and absolute discretion, (a) bring suit against Guarantor, or any one or more of the
Persons comprising Guarantor, jointly and severally, or against any one or more of them; (b) compromise or settle with any one or more of the Persons
comprising Guarantor for such consideration as such Developer Party may deem proper; (c) release one or more of the Persons comprising Guarantor from
liability; and (d) otherwise deal with Guarantor or any one or more of them, in any manner, and no such action shall impair the rights of the Developer Parties
to collect from Guarantor any amount guaranteed by Guarantor under this Guaranty.
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