Coach 2013 Annual Report Download - page 172

(c) Following the date on which the Condominium Declaration is filed, each Member shall collect insurance proceeds or condemnation
awards as set forth in (and shall be governed by the insurance, casualty and condemnation provisions of) the Condominium Declaration.
6.3. Subject to Loan Documents and Project Documents . The provisions of this Article 6 are subject to the terms of the Loan Documents and
the Project Documents.
ARTICLE 7
MANAGEMENT AND CONTROL
7.1. Powers of the Fund Member. Subject to the specific limitations set forth in Section 1.10, Section 7.2, Section 7.3, Section 7.4, and Section
7.7 hereof, and as otherwise provided in this Agreement, the Fund Member shall have discretion in the management and control of the business of the
Company and its Subsidiaries, and will make decisions affecting the day-to-day operation of the businesses of the Company and its Subsidiaries. Subject to
the foregoing limitation, (a) the Fund Member will have full power and authority to execute and deliver in the name of and on behalf of the Company or any
Subsidiary the Loan Documents and such other documents or instruments as the Fund Member reasonably deems appropriate for the conduct of the
Company’s business in accordance with the terms of this Agreement, the conduct of Legacy Yards’ business in accordance with the terms of Tenant LLC
Agreement, and the conduct of Legacy Mezzanine’s business in accordance with the terms of the Mezzanine LLC Agreement, and (b) no Person dealing with
the Company or any of its Subsidiaries will be required to inquire into the authority of the Fund Member to take any action or make any decision. The Fund
Member shall be required to devote to the conduct of the operations of the Company and its Subsidiaries such time and attention as shall be necessary to
accomplish the purposes, and to conduct properly the operations, of the Company and its Subsidiaries.
7.2. Restrictions on Powers.
(a) Subject to the provisions of Section 7.7 and Section 7.8, if any matter requires (i) the unanimous consent or approval of the
Members pursuant to the terms of this Agreement, then neither Member shall have any right, power or authority to take any action without the consent or
approval of the other Member, and (ii) the consent or approval of the Coach Member pursuant to this Agreement, then, notwithstanding any provision of
Section 7.1 to the contrary, the Fund Member shall have no right, power or authority to take any action without the consent or approval of the Coach Member.
The Member desiring the Company to take any action requiring unanimous consent or approval of the Members or the consent or approval of the other
Member shall submit a proposal in writing to the other Member.
(b) Subject to the provisions of Section 7.7 and Section 7.8, the taking of any of the following acts and the making of any of the
following decisions with respect to the Company or any Subsidiary (each, a “ Major Decision”) shall require the unanimous consent of the Members:
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