Coach 2013 Annual Report Download - page 167

(c) Capital Accounts may be revalued as permitted in accordance with the provisions of Treasury Regulations Section 1.704-
1(b)(2)(iv)(f).
4.5. Capital Withdrawal Rights, Interest and Priority. Except as expressly provided in this Agreement, no Member shall be entitled to withdraw
or reduce such Member’s Capital Account. A Member who withdraws or purports to withdraw as a Member of the Company without the consent of the other
Member or as otherwise allowed by this Agreement (including, without limitation, as allowed pursuant to Section 3.8 hereof with respect to the Coach Member)
shall be liable to the Company for any damages suffered by the Company on account of the breach and shall not be entitled to receive any payment of its
Membership Interest or a return of its Capital Contribution until the time otherwise provided herein for distributions to Members.
4.6. Pledge of Interests; Fund Member Guaranties . The Members acknowledge and agree that (a) the Company shall cause Legacy Mezzanine to
pledge and grant a security interest in 100% of its membership interest in Legacy Tenant to the Mezzanine Loan Agent for the benefit of the Mezzanine Lender
as security for the Mezzanine Loan, (b) the Fund Member shall cause each Fund Member Guarantor to execute and deliver its Fund Member Guaranty for the
benefit of the Third Party Lender with respect to the equity capital commitment made by each member of the Podium Fund JV (each a “ Fund Member Equity
Commitment” and collectively, the “Fund Member Equity Commitments”) for the Additional Capital Contributions to be made by the Fund Member to the
Company as and when required pursuant to the terms of this Agreement, and (c) the Coach Member shall cause Coach Guarantor to execute and deliver the
Coach Funding Guaranty for the benefit of the Third Party Lender for the Additional Capital Contributions to be made by the Coach Member to the Company
as and when required pursuant to the terms of this Agreement.
ARTICLE 5
PROFITS AND LOSSES
5.1. Allocation of Profits and Losses.
(a) Profits, Losses and items thereof shall be allocated, consistent with Section 1.8, as follows:
(i) 100% to the Coach Member if such item is attributable to the Company’s ownership and/or development of the Coach
Unit (and the Leasehold Estate with respect thereto), and
(ii) 100% to the Fund Member if such item is attributable to the Company’s ownership and/or development of the Fund
Member Units (and the Leasehold Estate with respect thereto).
For purposes of making the allocations provided in this Section 5.1(a), the Members, collectively, shall determine, in a manner which reasonably
reflects the intention of the parties and this Agreement, the portion of each particular item of income, gain, loss or deduction properly attributable to the Fund
Member Units (and the Leasehold Estate with respect thereto) or the Coach Unit (and the Leasehold Estate with respect thereto).
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