Coach 2013 Annual Report Download - page 178

7.3. Rights of Members. The Members hereby expressly agree that each Member shall have the sole and absolute authority to manage, operate,
sell, lease, fit-out and equip (and enter into contracts or agreements for the management, leasing, operation, fit-out and equipping of) such Member’s Unit(s),
subject to and in compliance with the applicable terms of this Agreement, the Development Agreement, the Loan Documents, the Project Documents and, upon
the formation of the Condominium, the Condominium Documents.
7.4. Easements. Notwithstanding anything contained in this Agreement or the Development Agreement to the contrary, the Fund Member shall
have the authority, on behalf of the Company or Legacy Yards, to obtain and execute all easements and rights of way which are reasonably necessary or
required (as determined by the Fund Member in its reasonable discretion) for the use, operation, access to or construction of the Project (and all such easements
and rights of way shall be deemed Permitted Encumbrances); provided, however, any new easements and rights of way affecting the Coach Unit or the use or
occupancy thereof which are to be entered into or otherwise made effective after the date hereof shall be subject to the prior written consent of the Coach
Member.
7.5. Activities of Members. Any Member (as well as the members, partners, principals, shareholders, officers and directors of each Member
and each Indirect Owner) may engage in and have an interest in other business ventures of every nature and description, independently or with others,
including, but not limited to, the ownership, financing, leasing, operating, construction, rehabilitation, renovation, improvement, management and
development of real property whether or not such real property is directly or indirectly in competition with the Project. Neither the Company nor any other
Member shall have any rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, regardless of the
location of such real property and whether or not such venture was presented to such Member or person as a direct or indirect result of its connection with the
Company or the Project.
7.6. Development Agreement; Development Management Agreement .
(a) The Members acknowledge and agree that Legacy Tenant has entered into the Development Management Agreement with
Developer, an Affiliate of Fund Member, that the Coach Member has entered into the Development Agreement with Developer, and that Developer is
contractually obligated to take certain actions and the Coach Member has certain approval and consent rights with respect to the Project pursuant to the
Development Agreement. Subject to the terms of Section 7.6(b), the Fund Member agrees that it shall not take, and shall not cause or permit the Company or
any Subsidiary to take, any action in violation of or which conflicts with the obligations of Developer under the terms of the Development Agreement.
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