Coach 2013 Annual Report Download - page 1059

SECTION 11. Release of Guaranty. Subject to the provisions of Section 24 regarding reinstatement of Guaranteed Obligations,
Guarantor shall be released and discharged from all liability for the Guaranteed Obligations under this Guaranty at such time as (a) all of the Guaranteed
Obligations have been satisfied in full, and (b) all reasonable costs and expenses incurred by the Developer Parties with respect to the enforcement of the
Guaranteed Obligations, including enforcement undertaken directly against the Coach Member pursuant to the Building Documents with respect to obligations
which are the subject of this Guaranty (where such enforcement is brought either against Guarantor or in a combined action against Guarantor and the Coach
Member) shall have been paid in full. Upon satisfaction of the Guaranteed Obligations and the conditions set forth in this Section 11, at the request of
Guarantor, the Developer Parties will deliver a written instrument evidencing the termination of this Guaranty and the release of Guarantor of all obligations
hereunder in form and substance reasonably satisfactory to the Developer Parties and Guarantor, which release shall be subject to reinstatement as provided in
Section 24.
SECTION 12. Subordination.
(a) All indebtedness, liabilities and obligations of the Coach Member to Guarantor (including, without limitation, any
obligation of the Coach Member arising out of any payment or performance by Guarantor hereunder) and all indebtedness, liabilities and obligations of any
member, partner or shareholder of the Coach Member to Guarantor (“ Subordinated Debt”), whether secured or unsecured and whether or not evidenced by any
instrument, now existing or subsequently created or incurred, are and shall be subordinate and junior in right of payment to the Guaranteed Obligations.
(b) If any payment or distribution or security, or any proceeds of any of the foregoing, (i) is collected or received by
Guarantor in respect of any Subordinated Debt or in respect of any obligation of any member, partner or shareholder of the Coach Member to make any
capital contribution to the Coach Member, and (ii) is not expressly permitted under the provisions of this Guaranty, then Guarantor shall immediately turn
over such payment, distribution, security or proceeds to the Developer Parties in the form received, and, until so turned over, the same shall be deemed to be
held in trust by Guarantor as the property of the Developer Parties.
SECTION 13. Recourse; Exculpation.
(a) Guarantor’s liability hereunder shall be fully recourse and shall not be subject to, limited by or affected in any way by
any non-recourse provisions contained in the Development Agreement, the Operating Agreement or any other Building Document. Guarantor hereby
acknowledges that it is the intent of the Developer Parties to create separate obligations of Guarantor hereunder which can be enforced against Guarantor
without regard to the existence of any other Building Document or the rights, liens or security interests created therein. Guarantor agrees that the agreements
made and given in this Guaranty are separate from, independent of and in addition to the undertakings under any other guaranty now existing or hereafter
made by Guarantor in favor of any other Person with respect to any of the Guaranteed Obligations (“ Other Guaranties”). Guarantor agrees that a separate
action may be brought to enforce the provisions of this Guaranty which shall in no way be deemed to be an action on any of the Other Guaranties, the
Development Agreement, the Operating Agreement or any other Building Document.
(b) The Developer Parties shall not be required (and Guarantor hereby waives any rights that Guarantor may have to require
any Developer Party), in order to enforce the obligations of Guarantor hereunder, first to (i) institute any suit or exhaust any remedies against the Coach
Member or any other Person liable under the Development Agreement, the Operating Agreement or any other Building Document, (ii) enforce any Developer
Party’s rights against any other guarantors of the Guaranteed Obligations, (iii) enforce any Developer Party’s rights against any collateral which shall ever have
been given to secure the Development Agreement, the Operating Agreement or any other Building Document, (iv) join the Coach Member or any other Person
liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, or (v) resort to any other means of obtaining payment of the Guaranteed
Obligations. The Developer Parties shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.
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