Coach 2013 Annual Report Download - page 198

(f) To the Coach Member’s Knowledge, as of the date hereof, there is no action, suit, proceeding or investigation pending, or
threatened in writing against the Coach Member, the Coach Lender or their respective Affiliates in any court or by or before any governmental authority which,
if adversely determined, would be reasonably expected to materially and adversely affect the ability of the Coach Member or the Coach Lender to carry out the
transactions and obligations contemplated by this Agreement.
(g) This Agreement in all respects represent valid and legally binding obligations of the Coach Member, which are enforceable against
the Coach Member in accordance with the terms thereof, subject only to the effects of bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors’ rights generally.
13.2. Representations and Warranties of the Fund Member. The Fund Member represents and warrants to the Coach Member the following as of
the date hereof:
(a) The Fund Member is a limited liability company organized, existing and in good standing under the laws of the State of Delaware,
and is duly qualified to do business in and is in good standing under the laws of the State of New York. Related is a limited partnership, existing and in good
standing under the laws of the State of New York. Oxford Guarantor is an Ontario limited partnership, existing and in good standing under the laws of the
province of Ontario, Canada.
(b) The execution, delivery and performance by the Fund Member of this Agreement and by the Related/Oxford Guarantor of the
Related/Oxford Guaranty have been duly authorized by all necessary action, do not and will not contravene (i) its organizational or governing documents, (ii)
any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect with respect to the Fund Member or the
Related/Oxford Guarantor, as applicable, or (iii) any indenture, loan, credit agreement or other agreement, lease or instrument to which it is a party or by
which it or its assets may be bound or affected, the failure to comply with which would have a material adverse effect on the ability of the Fund Member to
perform its obligations under this Agreement or the Related/Oxford Guarantor to perform its obligations under the Related/Oxford Guaranty, as applicable, and
do not and will not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties or
assets.
(c) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is
required to be obtained or made by the Fund Member for the due execution, delivery and performance of this Agreement or by the Related/Oxford Guarantor for
the due execution, delivery and performance of the Related/Oxford Guaranty.
104