Coach 2013 Annual Report Download - page 199

(d) Neither the Fund Member nor the Related/Oxford Guarantor is domiciled in a jurisdiction identified (i)by the Financial Action
Task Force for Money laundering as being a non-cooperative country or territory or (ii) by the United States Secretary of the Treasury as warranting special
measures because of money laundering concerns under Section 311 or 312 of the USA PATRIOT Act. The monies used to fund the Fund Member’s and the
Related/Oxford Guarantor’s investments are not derived from or related to any illegal activities, including, but not limited to, money laundering activities, and
the Fund Member and the Related/Oxford Guarantor will retain evidence of the source of funds. Neither the Fund Member nor the Related/Oxford Guarantor is
subject to sanctions administered by OFAC nor are they included in any Executive Orders or on the list of “Specially Designated Nationals” and “Blocked
Persons” maintained by OFAC. The monies used to fund the Fund Member’s and the Related/Oxford Guarantor’s investments are not derived from, invested
for the benefit of or related in any way to the governments of, or persons within, any country under a United States embargo enforced by OFAC. Neither the
Fund Member nor the Related/Oxford Guarantor is (i) a SFPF, (ii) an immediate family member of a SFPF, or (iii) a person who maintains a close personal
relationship with any such individual or a corporation, business or other entity that has been formed by or for the benefit of such individual. The Fund
Member will provide the Coach Member any information that may be reasonably requested to comply with applicable law addressed in this Section 13.2(d).
The Fund Member will promptly notify the Coach Member in writing if there is any change with respect to the representations and warranties provided in this
Section 13.2(d).
(e) The Fund Member is not a “foreign person” within the meaning of Sections 897 or 1445 of the Code, or any similar law requiring
disclosure or withholding with respect to a “foreign person” (as used in the Code).
(f) To Fund Member’s Knowledge, as of the date hereof there is no action, suit, proceeding or investigation pending, or threatened in
writing against the Fund Member, the Related/Oxford Guarantor or Developer, their respective Affiliates or the Project in any court or by or before any
governmental authority which, if adversely determined, would be reasonably expected to materially and adversely affect the ability of the Related/Oxford
Guarantor, the Fund Member or Developer to carry out the transactions and obligations contemplated by this Agreement.
(g) This Agreement in all respects represent valid and legally binding obligations of the Fund Member, which are enforceable against
the Fund Member in accordance with the terms thereof, subject only to the effects of bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors’ rights generally.
ARTICLE 14
MISCELLANEOUS
14.1. Title to Assets; Certain Waivers. Title to all assets acquired by the Company shall be held in the name of the Company. Except as
expressly provided herein, no Member shall individually have any ownership interest or rights in any assets of the Company or any of its Subsidiaries, except
indirectly by virtue of such Member’s ownership of a Membership Interest. Except as otherwise provided herein, each Member irrevocably waives during the
term of the Company any right that it may have to: (a) cause the Company or any of its assets, or any Subsidiary or the assets of any Subsidiary, to be
partitioned; (b) cause the appointment of a receiver for all or any portion of the assets of the Company or any of its Subsidiaries; (c) compel any sale of all or
any portion of the assets of the Company or any of its Subsidiaries pursuant to applicable law; or (d) file a complaint, or to institute any proceeding at law or
in equity, or to cause the termination, dissolution or liquidation of the Company or any of its Subsidiaries. Except as otherwise provided herein, each Member
irrevocably waives during the term of the Company any right that it may have under (i) Section 17-604 of the Act to withdraw and receive the fair value of
their partnership interests or (ii) Section 17-606 of the Act with respect to status as a creditor of the Company with respect to distributions.
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