Coach 2013 Annual Report Download - page 450

(i) It is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its
organization, is duly qualified or otherwise authorized as a foreign limited liability company and is in good standing in each jurisdiction where such
qualification is required by law; it has taken all action required to execute, deliver and perform this Agreement and to make all of the provisions of
this Agreement the valid and enforceable obligations they purport to be and has caused this Agreement to be executed by a duly authorized person.
(ii) This Agreement has been duly authorized, executed and delivered by Tower C SPV, is the legal, valid and binding
obligation of Tower C SPV, enforceable in accordance with its terms, subject to general principles of equity and to bankruptcy, insolvency,
reorganization, moratorium or other similar laws presently or hereafter in effect affecting the rights of creditors or debtors generally, and does not and
will not (A) conflict with any provision of any law or regulation to which it is subject, or violate any provision of any judicial order to which it is a
party or to which it is subject, (B) breach or violate any organizational documents of Tower C SPV, (C) conflict with or violate or result in a breach
of any of the provisions of, or constitute a default under, any material agreement or instrument to which Tower C SPV is a party or by which it or
any of its property is bound, or (D) require the consent, approval or ratification by any governmental entity or any other Person that has not been
obtained.
(iii) It is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code.
(iv) It is not a Person with whom Coach is restricted from doing business under the International Emergency Economic
Powers Act, 50 U.S.C. § 1701 et seq.; the Trading With the Enemy Act, 50 U.S.C. App. § 5; the USA Patriot Act of 2001; any executive orders
promulgated thereunder, any implementing regulations promulgated thereunder by the U.S. Department of Treasury Office of Foreign Assets Control
(“OFAC”) (including those persons and/or entities named on OFAC’s List of Specially Designated Nationals and Blocked Persons), or any other
applicable law of the United States.
(b) Coach hereby represents and warrants to Tower C SPV as of the date hereof as follows:
(i) It is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its
organization, is duly qualified or otherwise authorized as a foreign limited liability company and is in good standing in each jurisdiction where such
qualification is required by law; it has taken all action required to execute, deliver and perform this Agreement and to make all of the provisions of
this Agreement the valid and enforceable obligations they purport to be and has caused this Agreement to be executed by a duly authorized person.
4