Coach 2013 Annual Report Download - page 598

(d) This Guaranty shall be effective as of the Commencement Date and shall remain in full force and effect, irrespective of whether or
not Tenant shall have entered into possession of the Premises and notwithstanding any delays or failure to occur of such entry into possession.
(e) Notwithstanding the provisions of this Section 3, if Tenant shall have assigned the Lease to a Person which is not an Affiliate of
Tenant in accordance with the terms of the Lease, no modification of such Lease made subsequent to such assignment without the written consent of
Guarantor shall operate to increase the Obligations of Guarantor under this Guaranty beyond the obligations set forth in the Lease as of the date of such
assignment or to which Guarantor has consented in writing following the date of such assignment.
4. Waivers of Guarantor.
(a) Guarantor waives (i) notice of acceptance of this Guaranty, (ii) notice of any actions taken by Landlord or Tenant under the Lease
or any other agreement or instrument relating thereto, (iii) notice of any and all defaults by Tenant in the payment of all Fixed Annual Rent and Additional Rent
or other charges, or of any other defaults by Tenant under the Lease, (iv) all other notices, demands and protests, and all other formalities of every kind in
connection with the enforcement of the Obligations, omission of or delay in which, but for the provisions of this Section 4, might constitute grounds for
relieving Guarantor of its obligations hereunder, and (v) any requirement that Landlord protect, secure, perfect or insure any security interest or lien, or any
property subject thereto, or exhaust any right or take any action against Tenant or any other Person or any collateral.
(b) Guarantor waives trial by jury of any and all issues arising in any Action upon, under or in connection with this Guaranty, the
Lease, the Obligations, and any and all negotiations or agreements in connection therewith.
5. Subrogation. Guarantor waives and disclaims any claim or right against Tenant by way of subrogation or otherwise in respect of
any payment that Guarantor may be required to make hereunder, to the extent that such claim or right would cause Guarantor to be a “creditor” of Tenant for
purposes of the United States Bankruptcy Code (11 U.S.C. §101 et seq., as amended), or any other Federal, state or other bankruptcy, insolvency,
receivership or similar Applicable Laws. If any amount shall be paid to Guarantor on account of such subrogation rights at any time when all of the
Obligations shall not have been paid and performed in full, Guarantor shall hold such amount in trust for Landlord and shall pay such amount to Landlord
immediately following receipt by Guarantor, to be applied against the Obligations, whether matured or unmatured, in such order as Landlord may determine.
Guarantor hereby subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the obligations of Tenant to Landlord under the
Lease.
6. Representations and Warranties of Guarantor. Guarantor represents and warrants that:
(a) Guarantor is a corporation, duly organized, validly existing and in good standing under the laws of the State of Maryland, is duly
qualified to do business in each jurisdiction where the conduct of its business requires such qualification, and has all requisite power and authority to enter
into and perform its obligations under this Guaranty.
Exhibit D - 3