Coach 2013 Annual Report Download - page 147

(e) The Fund Member shall, on behalf of the MTA, use its commercially reasonable efforts to obtain or cause Legacy Tenant to obtain
a “no action” letter from the New York State Department of Law (the “NYS Law Department”) permitting the distribution of the Coach Unit to the Coach
Member or the Coach Designee and the other Units without the necessity of filing an offering plan and without such distribution being made pursuant to an
offering plan (the “No Action Letter”). The Fund Member shall, on behalf of the MTA, file or cause Legacy Tenant to file the applicable application with the
NYS Law Department requesting that the NYS Law Department issue the No Action Letter (the “ Application”). The Coach Member will, upon the Fund
Member’s request, at no expense to the Coach Member, execute and deliver to the Fund Member an affidavit of a principal of the Coach Member, in support of
the No Action Letter, in form and substance reasonably acceptable to the Fund Member and the Coach Member, which affidavit the Fund Member shall
submit or cause Legacy Tenant to submit, on behalf of the MTA, to the NYS Law Department together with MTA’s written request for the No Action Letter.
The Coach Member will reasonably cooperate with the Fund Member, at no cost or expense to the Coach Member, in connection with the Fund Member’s
efforts to obtain the No Action Letter, which cooperation shall include furnishing to the NYS Law Department such additional information and/or documents
as the NYS Law Department may reasonably request, including, but not limited to, executing and delivering a new affidavit which has been revised at the
direction of the NYS Law Department, all subject to the reasonable approval of the Coach Member. If the NYS Law Department shall decline to issue the No
Action Letter, then the Fund Member shall prepare and file or cause Legacy Tenant to prepare and file, on behalf of the MTA, an offering plan with respect to,
and shall take all other action necessary to legally permit, the distribution of the Coach Unit to the Coach Member or the Coach Designee as contemplated in
this Agreement at the Closing. The Fund Member shall be responsible for all costs and expenses incurred in connection with the No Action Letter or, if the No
Action Letter is not issued by the NYS Law Department, any required offering plan and other action.
(f) The Fund Member shall, no later than thirty (30) days prior to recording the Condominium Declaration, provide to the Coach
Member copies of the proposed final versions of the Condominium Documents (as defined below) prepared and/or revised by the Fund Member or its counsel.
Within ten (10) Business Days of the Fund Member’s delivery of the Condominium Declaration, the Condominium By-laws and/or the Floor Plans to the
Coach Member, the Coach Member shall notify the Fund Member in writing of its approval or disapproval of such proposed final version of the
Condominium Declaration, Condominium By-laws and/or the Floor Plans, as the case may be; which approval or disapproval shall be granted or withheld in
the Coach Member’s sole discretion with respect to any changes to the Form Declaration, Form By-laws or Form Floor Plans which affect the use or occupancy
of the Coach Areas for their permitted purposes or the rights or obligations of the Coach Member or the Coach Designee, as the owner of the Coach Unit or
otherwise, including, without limitation, any common charges or other costs or expenses allocable or otherwise payable to the Coach Member or the Coach
Designee, as the owner of the Coach Unit or otherwise, or any changes to the Form Declaration with respect to the Core Wall Installation (as defined therein),
and granted or withheld in the Coach Member’s reasonable discretion with respect to any other changes. If the Coach Member timely notifies the Fund Member
that it does not approve the proposed final version of the Condominium Declaration, Condominium By-laws and/or any of the Floor Plans, as the case may
be, such notice shall specify in reasonably sufficient detail the provisions or components with respect to which Coach Member is withholding its consent and
the reasons therefor. If, the Coach Member fails to deliver such written notice to the Fund Member within such ten (10) Business Day period, the Fund
Member may send a second notice to the Coach Member of such failure to respond and if the Coach Member does not respond to such second notice within
five (5) Business Days after receipt of the same, then, (i) with respect to matters for which the Coach Member has reasonable discretion, the Coach Member
shall be deemed to have approved the proposed final version of such matters in the Condominium Declaration, the Condominium By-laws and/or the Floor
Plans, as the case may be, and (ii) with respect to matters for which the Coach Member has sole discretion, the Coach Member shall be deemed to have
disapproved the proposed final version of such matters in the Condominium Declaration, the Condominium By-laws and/or the Floor Plans, as the case may
be.
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