Coach 2013 Annual Report Download - page 105

1.7. Members. The Coach Member and the Fund Member are the sole members of the Company, each with an interest in the Company, which
(a) in the case of the Coach Member, consists of all right, title and interest of the Coach Member in the Company and in and to the Coach Unit as provided in
Section 1.8 below, and (b) in the case of the Fund Member, consists of all right, title and interest of the Fund Member in the Company and in and to the Fund
Member Units as provided in Section 1.8 below (such interest, with respect to each Member, as the same may be modified in accordance with the provisions
of this Agreement, being a “Membership Interest”). Except as expressly provided in this Agreement, no Person other than the Coach Member and the Fund
Member shall be admitted as an additional or substitute member of the Company.
1.8. Beneficial Ownership of Condominium Units. The Coach Member shall be the sole beneficial owner of the Coach Unit and the Leasehold
Estate with respect thereto, and the Fund Member shall be the sole beneficial owner of the Fund Member Units and the Leasehold Estate with respect thereto,
(a) the Coach Member shall be entitled to all benefits, rights, entitlements and interests attributable to, derived from and/or relating to the Coach Unit and the
Leasehold Estate with respect thereto, and (b) the Related/Oxford shall be entitled to all benefits, rights, entitlements and interests attributable to, derived from
and/or relating to the Fund Member Units and the Leasehold Estate with respect thereto. Nothing in this Section 1.8 shall modify, limit or excuse the
performance by the Members of their respective obligations under this Agreement.
1.9. Project Documents. Without limiting the obligations of each Member under this Agreement, or the obligations of each Member or its
respective Affiliates, as applicable, under the Development Agreement, the Related/Oxford Guaranty, the Coach Guaranty or any other agreements between
such parties, each Member hereby acknowledges that Legacy Tenant’s rights with respect to the Property are subject to the provisions of the Building C Lease
and the other Project Documents, and agrees that it will not knowingly take any action in violation of any of the terms of, the Building C Lease or any of the
other Project Documents. The Fund Member represents and warrants that neither its obligations hereunder, nor the obligations of Developer under the
Development Agreement or the Development Management Agreement, nor the obligations of the Related/Oxford Guarantor under the Related/Oxford Guaranty
conflict or are inconsistent with the Building C Lease or any of the other Project Documents or would result in a breach of or default thereunder. Each Member
further agrees that it will not knowingly take any action in violation of any of the terms of the Loan Documents, the Mezzanine LLC Agreement or the Tenant
LLC Agreement.
1.10. Separateness. The Company shall at all times:
(a) maintain books and records separate from any other Person, and, without limiting the generality of the foregoing, maintain its own
bank accounts in its own name;
(b) hold itself out to the public and all other Persons as a legal entity separate from any Member and any other Person;
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