Coach 2013 Annual Report Download - page 761

(b) All publicity signs located at or about the Project shall first be approved by the Coach Member and Developer. Neither party may,
without the other party’s prior consent, permit the public dissemination of any public relations releases, advertisements or other communications or materials
with respect to the Project that includes or describes the identity the other party or its constituents or affiliates.
Section 19.06 Non-Waiver of Rights. Except as expressly provided in this Agreement, no delay on the part of any party hereto in exercising any
right, power or privilege hereunder shall operate as a waiver thereof or as a waiver of any other right, power or privilege hereunder, nor shall any single or
partial exercise of any right, power or privilege hereunder preclude any other or further exercise hereunder. The waiver of any breach hereunder shall not be
deemed to be a waiver of any other or any subsequent breach hereof. Except as otherwise provided in this Agreement, the rights and remedies of each party
under this Agreement are cumulative and are not exclusive of any rights or remedies which the party may otherwise have at law or in equity.
Section 19.07 Execution in Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an
original, but all of which together shall constitute one and the same instrument.
Section 19.08 Exhibits and Schedules. All Exhibits and Schedules attached to this Agreement or subsequently incorporated herein are hereby
made (and shall be deemed) a part of this Agreement.
Section 19.09 Headings. The Article and Section headings in this Agreement are inserted only as a matter of convenience and are not to be given
any effect (whether limiting or otherwise) in construing any provision of this Agreement.
Section 19.10 Assignments of this Agreement. (a) Developer shall not assign this Agreement, or any of its rights or obligations herein or
hereunder, except with the prior written consent of the Coach Member (and only if such assignee assumes Developer’s obligations hereunder from and after the
date of such assignment). Notwithstanding the foregoing (but subject to the applicable provisions of the Loan Documents and the MTA Project Documents),
Developer may, without the consent of the Coach Member, (i) assign this Agreement and its rights and obligations herein or hereunder to (x) Related, (y) a
Related Affiliate or (z) an Affiliate of Related and Oxford; provided, that in each case (A) no such assignment shall impair, vitiate or otherwise affect the
obligations of Developer hereunder or the Related/Oxford Guarantor under the Related/Oxford Guaranty, (B) such assignment is made in connection with an
assignment of all of Developer’s other rights and interests in and to the Project to such assignee and (C) such assignment is made at the sole expense of
Developer, and (ii) collaterally assign this Agreement to the Construction Lender (subject to any applicable terms and conditions as may be set forth in the
Loan Documents). Any transfer of a direct or indirect interest in Developer shall constitute an assignment of this Agreement for purposes hereof if, as a result
of such transfer, Developer is no longer controlled by (x) Related, (y) a Related Affiliate or (z) Related and Oxford collectively. Any attempted assignment in
violation of this Section 19.10(a) shall be null and void.
- 92 -