Coach 2013 Annual Report Download - page 201

14.8. Headings; Exhibits; Schedules. The headings of the articles and sections of this Agreement are for convenience only and shall not be
considered in construing or interpreting any of the terms and provisions hereof. All Exhibits and Schedules attached to this Agreement or subsequently
incorporated herein are hereby made (and shall be deemed) a part of this Agreement.
14.9. Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted, construed
and enforced in accordance with the internal laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof. To the extent
permitted by applicable law, the provisions of this Agreement shall override the provisions of the Act to the extent of any inconsistency or contradiction between
them.
14.10. Jurisdiction; Waiver of Trial by Jury.
(a) Except as expressly set forth in Section 3.10, the Members hereby irrevocably and unconditionally (i) agree that the exclusive
forum for any suit, action or other legal proceeding arising out of or relating to this Agreement shall be the Supreme Court of the State of New York in New
York County or the United States, Southern District of New York; (ii) consent to, and waive any and all personal rights under the laws of any state to object
to the jurisdiction of each such court in any such suit, action or proceeding; and (iii) waive any objection which it may have to the laying of venue of any such
suit, action or proceeding in any of such courts. In furtherance of such agreement, each Member agrees, upon request of the other Member, to discontinue (or
cause to be discontinued) any such suit, action or proceeding pending in any other jurisdiction or court and the Members irrevocably consent to the service of
any and all process in any such suit, action or proceeding by service of copies of such process to the Fund Member or the Coach Member, as the case may be,
at its address provided herein. Nothing in this Section 14.10, however, shall affect the right of the Members to serve legal process in any other manner
permitted by law.
(b) TO THE FULL EXTENT PERMITTED BY LAW, THE MEMBERS HEREBY KNOWINGLY, INTENTIONALLY AND
VOLUNTARILY, WITH AND UPON
THE ADVICE OF COMPETENT COUNSEL, WAIVE, RELINQUISH AND FOREVER FORGO THE RIGHT TO
A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS AGREEMENT
OR ANY CONDUCT, ACT OR OMISSION OF THE MEMBERS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS,
MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY AFFILIATES, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING
IN CONTRACT, TORT OR OTHERWISE.
(c) The waivers contained in this Section 14.10 are given knowingly and voluntarily by the Members and, with respect to the waiver
of jury trial, is intended to encompass individually each instance and each issue as to which the right to a trial by jury would otherwise accrue. The Members
are hereby authorized to file a copy of this Section 14.10 in any proceeding as conclusive evidence of these waivers by the other party.
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