Coach 2013 Annual Report Download - page 175

(xvi) causing the Company or any Subsidiary to engage in any business other than the purposes of the Company set forth in
Section 1.3 unrelated to the Property or Project;
(xvii) selling or otherwise Transferring the Leasehold Estate or any portion of the Property (including any Unit) thereof or any
interest in or assets of any Subsidiary, other than (A) any Transfer pursuant to a Foreclosure Sale under the Mortgage Loan Documents or the Mezzanine Loan
Documents, it being agreed that the delivery of a deed or assignment in lieu of foreclosure shall, unless consented to by the Coach Lender, require the consent
of the Coach Member, (B) any Transfer as a result of the exercise by the MTA of its remedies under the Building C Lease or the exercise by the IDA of its
remedies under the IDA Documents, (C) the conveyance of the Coach Unit to the Coach Member or (D) the sale or other Transfer of any Fund Member Unit in
accordance with the provisions of this Agreement;
(xviii) causing the Company or any Subsidiary to enter into, modify or amend any transaction or agreement with any Member
or any of their respective Affiliates (including, without limitation, Developer, Related, Oxford or any of their respective Affiliates), other than the Construction
Loan and the applicable Loan Documents, the Executive Construction Management Agreement, the Development Management Agreement, and the Development
Agreement;
(xix) the performance of any act by the Company in contravention of any applicable Law or the terms of this Agreement, the
Loan Documents, the Building C Lease or any other Project Documents or any other agreement to which the Company or a Subsidiary is a party;
(xx) amending, modifying or supplementing the terms of the Building C Lease or any other Project Documents, except as
expressly provided herein or therein in connection with the release of the Coach Unit, provided, that the approval of the Coach Member to any such
amendment, modification or supplement shall not be unreasonably withheld to the extent the same shall not affect the use and occupancy of the Coach Areas
for their permitted purposes or the rights and obligations of the Coach Member or the Coach Designee, as owner of the Coach Unit;
(xxi) (A) deciding to repair and restore the Building after any Major Event or any casualty in excess of $2,000,000.00 (unless
the terms of the Loan Documents or any of the Project Documents require restoration, in which case the same shall not be a Major Decision), and (B) the
adjustment and settlement of any insurance claims or condemnation proceedings in excess of $2,000,000.00;
(xxii) except in accordance with the provision of Section 3.7 and Section 3.8 in connection with the Closing or as otherwise
provided in Section 7.8, causing the Condominium Documents to be filed or the Condominium to be formed; or, subject to the provisions of Section 3.7 and
except as otherwise provided in Section 7.7 and Section 7.8, amending, modifying or supplementing the terms of the Condominium Declaration or the
Condominium By-laws or Floor Plans; provided that the Coach Member shall approve any amendment, modification or supplement required as a result of
any changes to the Building made at the request of, or with the approval of, the Coach Member in accordance with the terms of this Agreement or the
Development Agreement;
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