Coach 2013 Annual Report Download - page 189

(b) A Transfer shall not include, for any purpose under this Agreement, any direct or indirect, issuance, transfer, sale, conveyance,
assignment, mortgage, pledge, hypothecation, or other disposition or encumbrance, however structured, in respect of any direct or indirect interest in, or any
change in Control of, any Person whose securities are listed on a nationally or internationally recognized exchange or quotation system (such Person, a “ Public
Person”), which shall include, without limitation, the merger, consolidation or combination of a Public Person with or into any other Person (regardless of
which party is the surviving Person and regardless of whether the surviving Person continues to be a Public Person), or the sale, assignment, conveyance or
other disposition of all or substantially all of the assets of a Public Person to any Person (regardless of whether the assignee is or continues to be a Public
Person). A Transfer shall also not include (i) any lease of all or any portion of any Unit entered into in accordance with the terms of this Agreement, (ii) any
transfer of the Fund Member’s Membership Interest made pursuant to Section 4.3(c), (iii) any change in Control of the Company pursuant to Section 7.8 or in
the Fund Member upon or at any time following any change in Control of the Company pursuant to Section 7.8 or any change in Control of Coach Guarantor
at any time, or (iv) any Transfer made as a result of any foreclosure or other enforcement action taken by the Mezzanine Loan Agent, on behalf of the
Mezzanine Lender, or the Mezzanine Lender under the Mezzanine Loan Documents.
(c) Notwithstanding the prohibitions contained in Section 9.1(a) (but subject to, and without limiting, the provisions of Section
9.1(b)), the following Transfers shall be permitted:
(i) the Coach Member may, without the consent or approval of the Fund Member, (A) admit as debt and equity members or
partners, directly or indirectly, into the Coach Member, (B) Transfer all or any part of its Membership Interest to, and (C) may cause or permit the interest of
any Indirect Owner of the Coach Member to be Transferred to (1) the Coach Lender or its Affiliates, (2) the Coach Guarantor or one or more other Affiliates of
the Coach Member or the Coach Guarantor, (3) an entity created by merger, reorganization or recapitalization of or with the Coach Guarantor or any of its
Affiliates, (4) a purchaser of all or substantially all of the assets of the Coach Guarantor or any of its Affiliates or of a controlling interest in the Coach
Guarantor or any of its Affiliates, or (5) any of the direct or indirect constituent members of the Coach Member, provided that (x) following such Transfer, the
Coach Member shall continue to be Controlled directly or indirectly by the Coach Guarantor or the purchaser of all or substantially all of the assets of or a
controlling interest in, or any successor by merger, reorganization or recapitalization of or with, the Coach Guarantor, (y) such Transfer shall not impair,
vitiate or otherwise adversely affect the Coach Guaranty made by the Coach Guarantor (or any replacement guarantor(s) acceptable to the Fund Member), and
(z) the Coach Member shall be responsible for all costs and expenses in connection therewith (including, without limitation, any state or local transfer taxes
that may arise as a result of such Transfer); and
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