Coach 2013 Annual Report Download - page 174

(x) the incurrence of any indebtedness by the Company or, subject to Section 7.4 and Article 9 hereof, the granting of any
Encumbrance on any asset of the Company or any of its Subsidiaries, including, without limitation, the Leasehold Estate, the Property and any fixtures or
personal property of the Company or any Subsidiary, and the terms of the documents evidencing and/or securing any such debt or Encumbrance, other than
the Construction Loan, the Loan Documents and any other debt permitted thereunder, the Project Documents, and the Condominium Documents (all of which
have been approved by the Members) and any Permitted Encumbrance; any modification, amendment, extension, renewal or other change or waiver of or to
(or of, to or under any of the documents evidencing and/or securing) any such debt or Encumbrance; any commitment letter or term sheet with respect to any
such debt or Encumbrance, and any amendment, extension or other change thereto, including, without limitation, the Loan Documents;
(xi) the making of any loan or other extension of credit by the Company, including, without limitation, any loan or extension
of credit to any Member or any Affiliate of any Member, or the provision by the Company of, or agreement by the Company to provide, any guarantee of the
indebtedness or obligations of any Person whatsoever;
(xii) the admission of any additional Member to the Company, or the sale, issuance or other Transfer of any Membership
Interest or additional Membership Interest in the Company other than as expressly permitted pursuant to the provisions of Article 9, or the admission of any
additional member into any Subsidiary, or the sale, issuance or other Transfer of any direct membership interest in any Subsidiary, other than the Transfer to
the Mezzanine Loan Agent or any Mezzanine Lender or its designee or in a Foreclosure Sale by the Mezzanine Loan Agent or Mezzanine Lender pursuant to the
Mezzanine Loan Documents;
(xiii) causing the Company to take any Bankruptcy Action with respect to the Company or any Subsidiary;
(xiv) if there shall be commenced against the Company or any Subsidiary any Bankruptcy Action or if any case, proceeding
or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets, any decision
of the Company (A) to take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in any such Bankruptcy Action or
proceeding or (B) to take no action to controvert or to otherwise dismiss or discharge in a timely and appropriate manner any such Bankruptcy Action or
proceeding;
(xv) causing the Company to issue any guarantees of obligations of any other Person, including guarantees of any obligations
of any Affiliate of any Member, or any action whereby the Company becomes a surety, endorser or accommodation endorser for any Person;
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