Coach 2013 Annual Report Download - page 204

14.13. Further Assurances. Each Member shall execute and deliver any additional documents and instruments and perform any additional acts
that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and the transactions contemplated herein.
14.14. Rights Upon Withholding of Consent. In any instance where a consent or approval by a Member is not to be unreasonably withheld or
delayed, if the Member seeking such consent or approval claims that such consent has been unreasonably withheld or delayed, such Member may not seek or
recover damages against the other Member, but may only either (a) invoke expedited arbitration in accordance with the provisions of Section 3.10 hereof
seeking to cause such Member to grant the requested consent or (b) commence an action for mandatory injunction seeking to cause the other Member to grant
the requested consent. The prevailing party in such arbitration or action shall be entitled to collect the prevailing party’s reasonable attorneys’ fees and costs in
connection with such action or arbitration. The Members waive consequential damages in connection with the withholding or delay of any consent or approval.
14.15. Brokerage. The Coach Member and the Fund Member each represents that it has dealt with no broker, finder or like agent in connection
with the transactions contemplated hereby other than CB Richard Ellis, Inc. (“ Broker”). The Coach Member, at its sole cost and expense (and not as a
deduction to the Coach Total Development Costs), shall pay a commission to Broker in accordance with a separate agreement between the Coach Member and
Broker. Each party shall indemnify, defend and hold the other party harmless from and against any loss, cost or expense suffered by the indemnified party
arising out of any claim or threat of claim of any Person who claims to have dealt with the indemnifying party in connection with the transactions
contemplated hereby (except that the Fund Member will not indemnify the Coach Member for claims made by Broker).
14.16. Non-Recourse; Exculpation. Except as otherwise expressly provided to the contrary in this Agreement, the Development Agreement, the
Coach Guaranty or the Related/Oxford Guaranty, no Member, no Affiliate of any Member, nor any direct or indirect partner, shareholder, member, manager,
owner, officer, director, trustee, agent or employee in or of any Member or any Affiliate of any Member (each, a “ Nonrecourse Party”), shall be personally
liable in any manner or to any extent under or in connection with this Agreement, and neither any Member nor the Company nor any Person claiming by,
through or under any Member or the Company shall have any recourse to any assets of a Nonrecourse Party other than such party’s direct Interest to satisfy
any liability, judgment or claim that may be obtained or made against any such Nonrecourse Party under this Agreement. The limitation of liability provided
in this Section 14.16 is in addition to, and not in limitation of, any limitation on liability applicable to a Nonrecourse Party provided by law or by this
Agreement or any other contract, agreement or instrument. Nothing in this Section 14.16 is intended to or shall limit (a) the obligations or liabilities of Related
and Oxford Guarantor under the Related/Oxford Guaranty or (b) the obligations or liabilities of the Coach Guarantor under the Coach Guaranty.
14.17. Fiduciary Duty. In accordance with Section 18-1101(c) of the Delaware Act, the Members hereby acknowledge and agree that the
provisions of this Agreement, including the provisions of this Section 14.17, to the extent they expand, restrict or eliminate the duties (including fiduciary
duties) of a Member otherwise existing at law or in equity, replace completely and absolutely such other duties (including fiduciary duties). The provisions of
this Section 14.17 are fundamental elements to the agreement of the Members to enter into this Agreement and without such provisions the Members would not
have entered into this Agreement.
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