Coach 2013 Annual Report Download - page 754

(c) No approval, authorization, consent or other actions by or filing with any third party or governmental agency or authority is
required for the execution of this Agreement by Developer and the performance of Developer’s obligation hereunder, other than (i) any such approval,
authorization, consent or other action or filing which has been obtained, taken or made, and (ii) building and other similar governmental permits or approvals
which, in accordance with best construction practices in New York City for similar first class projects, will be obtained in the regular course of construction
of the Project and which are not otherwise required under the Loan Documents as a condition precedent to the initial advance of the Third Party Loan.
(d) Neither Developer nor any of its constituent owners have engaged in any dealings or transactions, directly or indirectly, (i) in
contravention of any U.S., international or other money laundering regulations or conventions, including, without limitation, the United States Bank Secrecy
Act, the United States Money Laundering Control Act of 1986, the United States International Money Laundering Abatement and Anti-Terrorist Financing Act
of 2001, Trading with the Enemy Act (50 U.S.C. § 1 et seq., as amended), or any foreign asset control regulations of the United States Treasury Department
(31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, or (ii) in contravention of and Anti-Terrorism Order
or on behalf of terrorists or terrorist organizations, including those persons or entities that are included on any relevant lists maintained by the United Nations,
North Atlantic Treaty Organization, Organization of Economic Cooperation and Development, Financial Action Task Force, U.S. Office of Foreign Assets
Control, U.S. Securities & Exchange Commission, U.S. Federal Bureau of Investigation, U.S. Central Intelligence Agency, U.S. Internal Revenue Service, or
any country or organization, all as may be amended from time to time. Neither Developer nor any of its constituent owners (A) are or will be conducting any
business or engaging in any transaction with any person appearing on the U.S. Treasury Department’s Office of Foreign Assets Control list of restrictions and
prohibited persons, or (B) are a person described in Section 1 of the Anti-Terrorism Order, and to the best of Developer’s knowledge, respectively neither
Developer nor any of its Affiliates have engaged in any dealings or transactions, or otherwise been associated with any such person.
(e) There are no actions, suits or proceedings at law or in equity by or before any Government Entity now pending or threatened
against or affecting Developer, Related, the Oxford Guarantor, any Affiliates of Developer or the Related/Oxford Guarantor or any of their respective assets,
which actions, suits or proceedings, if determined against Developer, Related, the Oxford Guarantor any such Affiliate of Developer or Related or the Oxford
Guarantor or any of such assets, might reasonably be expected to materially adversely affect the condition (financial or otherwise) or business of Developer or
Related or the Oxford Guarantor or the condition or ownership of any of their respective assets or their ability to perform their respective obligations under this
Agreement or the Related/Oxford Guaranty.
Section 15.02 Coach Member’s Representations. The Coach Member represents and warrants to Developer, as of the date hereof, as follows:
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