Coach 2013 Annual Report Download - page 171

(f) The Members agree that the Fund Member Units may continue to be owned by Legacy Tenant after the Closing and the
withdrawal of the Coach Member from the Company. In such event, neither the Company nor any of its Subsidiaries shall be dissolved and the Fund Member
shall be the sole member of the Company and control all aspects of the Company and its Subsidiaries, including the performance by the Company and its
Subsidiaries of their respective obligations and the exercise by the Company and its Subsidiaries of their respective rights, and continue to perform the Fund
Member’s obligations and exercise its rights, under this Agreement, including, without limitation, under Section 6.1(d) above. The preceding sentence shall
not vitiate or reduce the Fund Member’s or the Company’s rights or obligations under Section 6.1(d) above.
6.2. Insurance Proceeds and Condemnation Awards.
(a) In the event of a casualty or condemnation of the Building (or any portion thereof) prior to the Closing, the Fund Member shall
cause Legacy Yards, or Developer on behalf of Legacy Yards, to repair and restore any damage to the Building to the extent that such damage affects any
portion of the Building that constitutes or originally constituted Developer Work) and is capable of being repaired and restored (or reconstructed), exclusive of
any Finish Work (other than Developer Finish Work). Notwithstanding the foregoing, if such casualty or condemnation constitutes a Major Event and/or if the
insurance proceeds or condemnation award received by the Company with respect to any casualty or condemnation are or is insufficient to fund in full the
costs of such repair and restoration, then the Members shall, subject to the terms of the Loan Documents and the Project Documents, either agree (in their
respective discretion) to sell the assets of the Company and, after paying all liabilities of the Company and its Subsidiaries, including, without limitation, the
Construction Loan, liquidate the Company in accordance with the provisions of Article 11 hereof or, in the absence of such agreement, to make Capital
Contributions or loans to fund the unfunded Project Costs of such repair and restoration, which, in the case of the Coach Member, shall be subject to the
terms and conditions of the Development Agreement (including, without limitation, the Coach Costs Cap).
(b) If, prior to the date on which the Condominium Declaration is filed, the Company collects property insurance proceeds or
condemnation awards and, after the completion of all required restoration, all of such monies have not been applied to the repair or restoration of the Building,
then after paying any expenses of collecting the insurance and any amounts due with respect to the Construction Loan, the Fund Member shall allocate the
remaining insurance proceeds or condemnation award among the Members (and disburse the proceeds or award to the Members) in proportion to the Member’s
Percentage Interests; provided that, subject to the terms of the Loan Documents, any such proceeds or award to the extent attributable to (i) the Coach Unit
shall be allocated to the Coach Member and the Coach Lender, and (ii) any Fund Member Unit shall be allocated to the Fund Member and the Third Party
Lender.
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