Coach 2013 Annual Report Download - page 455

16. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York
as in effect from time to time, without giving effect to any choice of laws or conflict of laws principles thereof (other than Section 5-1401 of the General
Obligations Law).
17. Submission to Jurisdiction; Venue. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of
or in connection with this Agreement, or the transactions contemplated hereby or thereby may be brought in any state or federal court in the City of New York,
New York, and Parties hereby consent to the exclusive jurisdiction of any court in the State of New York (and of the appropriate appellate courts therefrom) in
any suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of
the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been
brought in an inconvenient forum. The Parties hereby waive the right to commence an action, suit or proceeding seeking to enforce any provision of, or based
on any matter arising out of or in connection with this Agreement or the transactions contemplated hereby or thereby in any court outside of the City of New
York, New York. Process in any suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of
any such court.
18. Exculpation.
(a) Tower C SPV agrees that it shall not enforce the liability and obligation of Coach to perform and observe the obligations contained
in this Agreement by any action or proceeding against any Coach Exculpated Party (as hereinafter defined), and shall not sue for, seek or demand any money
judgment against any direct or indirect member, manager, shareholder, partner, beneficiary or other owner of beneficial ownership interests in Coach, or any
director, officer, agent, attorney, employee or trustee of any of the foregoing (each, a “Coach Exculpated Party” and, collectively, the “Coach Exculpated
Parties”) under or by reason of or in connection with this Agreement. The provisions of this Section 18(a) shall not, however, (i) constitute a waiver, release or
impairment of any obligation of Coach hereunder; or (ii) impair the right of Tower C SPV to name Coach as a party defendant in any action or suit under this
Agreement.
(b) Coach agrees that it shall not enforce the liability and obligation of Tower C SPV to perform and observe the obligations contained
in this Agreement (if any) by any action or proceeding against any Tower C SPV Exculpated Party (as hereinafter defined), and shall not sue for, seek or
demand any money judgment against any direct or indirect member, manager, shareholder, partner, beneficiary or other owner of beneficial ownership
interests in Tower C SPV, or any director, officer, agent, attorney, employee or trustee of any of the foregoing (each, a “Tower C SPV Exculpated Party” and,
collectively, the “Tower C SPV Exculpated Parties”) under or by reason of or in connection with this Agreement. The provisions of this Section 18(b) shall
not, however, (i) constitute a waiver, release or impairment of any obligation of Tower C SPV hereunder (if any); or (ii) impair the right of Coach to name
Tower C SPV as a party defendant in any action or suit under this Agreement.
9