Coach 2013 Annual Report Download - page 443

8. Title Company. In performing any of its duties hereunder, the Title Company shall not incur any liability to anyone for any damages,
losses or expenses, except for those arising out of its willful misconduct, gross negligence or breach of trust, and the Title Company shall accordingly not
incur any such liability with respect (a) to any action taken or omitted in good faith upon advice of its counsel, or (b) to any action taken or omitted in reliance
upon any written notice or instruction provided for in this Agreement, including any Release Request. Fund Member and Coach Member hereby agree to
indemnify and hold harmless the Title Company from and against any and all losses, claims, damages, liabilities and expenses, including reasonable
attorneys’ fees, which may be incurred by the Title Company in connection with its acceptance or performance of its duties hereunder, including any litigation
arising from this Agreement or involving the subject matter hereof, except in the case of Title Company’s willful misconduct, gross negligence or breach of
trust. In the event of a dispute between Fund Member and Coach Member sufficient in the discretion of the Title Company to justify its doing so, the Title
Company shall be entitled to tender into the registry or custody of any court of competent jurisdiction the Punch List Escrow and all other money or property
in its hands under this Agreement, together with such legal pleadings as it deems appropriate, and thereupon be discharged from all further duties and
liabilities under this Agreement.
[SIGNATURE PAGE FOLLOWS]
Exhibit L – Page 6