Coach 2013 Annual Report Download - page 104

(c) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any Member, any
Affiliate thereof, or any agent of the Company necessary to, in connection with, convenient to, or incidental to the accomplishment of the purpose of the
Company;
(d) to sue and be sued, complain and defend, and participate in administrative and other proceedings, in its name;
(e) to retain employees and agents of the Company, and define their duties and fix their compensation;
(f) to indemnify any Person in accordance with the Act and this Agreement, and to obtain any and all types of insurance;
(g) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action
with respect to any lease, contract or security agreement in respect of any assets of the Company;
(h) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on the assets of
the Company;
(i) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the
Company or to hold such proceeds against the payment of contingent liabilities;
(j) to purchase at the expense of the Company, liability, casualty and other insurance and bonds to protect the Company’s properties,
operations, Members and the affiliates, officers, directors and employees of each Member;
(k) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the
accomplishment of the purpose of the Company; and
(l) to form, operate, own, sell, exchange, transfer, dispose of and otherwise its interest in Legacy Mezzanine or any additional
Subsidiary of the Company in accordance with the terms and conditions hereof.
1.5. Term. The Company commenced on the date of the filing of the Articles and shall continue in existence until such time as may be
determined in accordance with the terms of this Agreement.
1.6. Principal Office and Registered Agent . The principal office of the Company shall be located c/o The Related Companies, L.P., 60
Columbus Circle, New York, New York 10023, or at such other place in the City of New York as the Fund Member may determine from time to time, and the
Company shall maintain records there as required by the Act. The registered office of, and the registered agent for service of process upon, the Company in the
State of Delaware is: Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The Fund Member
may change the registered office and registered agent from time to time and shall promptly notify the Members of any such change.
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