Coach 2013 Annual Report Download - page 200

14.2. Nature of Interest in the Company. A Member’s Membership Interest shall be personal property for all purposes.
14.3. Waiver of Default. No consent or waiver, express or implied, by the Company or a Member with respect to any breach or default by
another Member hereunder shall be deemed or construed to be a consent or waiver with respect to any other breach or default by such Member of the same
provision or any other provision of this Agreement. Failure on the part of the Company or a Member to complain of any act or failure to act of another Member
or to declare such other Member in default shall not be deemed or constitute a waiver by the Company or the Member of any rights hereunder. No provision of
this Agreement may be waived except by a written instrument executed by the party against whom the enforcement of such waiver is sought and then only to
the extent set forth in such instrument.
14.4. Amendment. This Agreement embodies the entire understanding among the Members concerning the Company and their relationship as
Members and supersedes any and all prior negotiations, understandings or agreements concerning such relationship. This Agreement may be amended or
modified from time to time only by a written instrument executed and agreed to by all of the Members.
14.5. No Third Party Rights. None of the provisions contained in this Agreement shall be for the benefit of or enforceable by any third parties,
including creditors of the Company. Notwithstanding anything contained in this Agreement, no creditor or other Person shall obtain any rights under this
Agreement or shall, by reason of this Agreement, make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or any
Member. The parties to this Agreement expressly retain any and all rights to amend this Agreement as herein provided, notwithstanding any interest in the
Agreement or in any party to this Agreement held by any other Person.
14.6. Severability. In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity
and enforceability of the remainder of this Agreement shall not be affected thereby and the remaining provisions shall be construed and enforced in all respect
as if such invalid or unenforceable provision or provisions had been omitted and substituted with a provision(s) that is valid and enforceable and most closely
effectuates the original intent of this Agreement.
14.7. Binding Agreement. Subject to the restrictions on the disposition of Membership Interests herein continued, the provisions of this
Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and permitted
assigns.
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