Coach 2013 Annual Report Download - page 1055

SECTION 2. Nature of Guaranty. Guarantor’s liability under this Guaranty is a guaranty of payment and performance and not of
collection. Each Developer Party has the right to require Guarantor to pay, comply with and satisfy its obligations and liabilities under this Guaranty, and
shall have the right to proceed immediately against Guarantor with respect thereto, without being required to attempt recovery first from the Coach Member or
any other Person, and without demonstrating that the Developer Parties have exercised (to any degree) or exhausted any of the Developer Parties’ rights against
the Coach Member under any of the Building Documents. This Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing
now or in the future, including Guaranteed Obligations arising or accruing after any bankruptcy of the Coach Member or Guarantor or any sale or other
disposition of any security for this Guaranty under the Building Documents.
SECTION 3. Representations and Warranties. Guarantor hereby represents and warrants as of the date hereof as follows:
(a) It is a corporation, duly organized, validly existing and in good standing under the laws of the State of Maryland and
owns a direct or indirect interest in the Coach Member.
(b) It has the power, authority and legal right, (i) to own and operate its properties and assets, (ii) to carry on the business
now being conducted, and (iii) to execute, deliver and perform its obligations under, and engage in the transactions contemplated by, this Guaranty, and it has
duly authorized, executed and delivered this Guaranty.
(c) There is no provision of any agreement or contract binding on it which would prohibit, conflict with, or in any way
prevent the execution, delivery and performance of this Guaranty.
(d) True, correct and complete copies of the certificate of incorporation and by-laws of Guarantor and each amendment
thereto entered into as of the date hereof (collectively, the “ Organizational Documents”) have been delivered to the Developer Parties. The Organizational
Documents are not subject to any right of rescission, set-off, counterclaim or defense by any partner, member or shareholder, and no partner, member or
shareholder has asserted any right of rescission, set-off, counterclaim or defense.
(e) It has, independently and without reliance upon the Developer Parties and based on such documents and information as
Guarantor has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty.
(f) It is not a Prohibited Person (as such term is defined in the Building C Lease).
(g) There are no actions, suits or proceedings at law or in equity by or before any Government Entity now pending or, to
Guarantor’s knowledge, threatened against Guarantor, any Affiliates of Guarantor or any of their respective assets, which actions, suits or proceedings, if
determined against Guarantor, any such Affiliate of Guarantor or any of such assets, might reasonably be expected to materially adversely affect the financial
condition of Guarantor or its ability to perform its obligations under this Guaranty.
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