Coach 2013 Annual Report Download - page 182

7.8. Rights of Fund Member.
(a) Without limiting any of the other rights and remedies of the Fund Member pursuant to this Agreement, but subject to the
provisions of this Section 7.8, if (i) the Coach Member shall have failed to make any Additional Capital Contribution or Additional Capital Contributions as
and when required pursuant to this Agreement that individually or in the aggregate exceed $20,000,000, (ii) the Fund Member shall have made a Member Loan
or Member Loans to the Coach Member on account of such Failed Contribution(s), (iii) the amount of each such Failed Contribution has been finally
determined by the Arbiters pursuant to Section 3.10 to be due and payable by the Coach Member, and (iv) the Coach Member or the Coach Guarantor fails to
fully repay such Member Loans(s), including all accrued interest thereon, to the Fund Member on or prior to the Closing Date, then the Fund Member shall
have the right at any time from and after the Substantial Completion Date to: (A) amend, modify or supplement the Condominium Documents to the extent
reasonably necessary in order to form the Condominium and record the applicable Condominium Documents in compliance with applicable Law (provided
that any such amendment, modification or supplement does not affect the use and occupancy of the Coach Unit for its permitted purposes), and to record the
Condominium Documents, without the consent or approval of the Coach Member, and (B) following the creation of the Condominium, to take any or all of
the following actions, without the consent or approval of the Coach Member: (1) acquire fee title to, lease, sell or otherwise transfer, including pursuant to any
Transfer, any or all of the Fund Member Units or any portion thereof; (2) subsever the Property into two or more subsevered parcels, including, without
limitation, a subsevered parcel with respect to all of the Fund Member Units or the Coach Unit, and enter into (x) a separate severed parcel lease with the MTA
with respect to each such subsevered parcel pursuant to and in accordance with the terms of the Building C Lease and (y) each of the IDA Documents with
respect to each such subsevered parcel in accordance with the terms of the PILOT Documents; (3) sever the lien of each of the mortgages securing the Mortgage
Loan and the Mortgage Loan Documents in accordance with the terms thereof to separately evidence and secure the Coach Mortgage Loan and the Third Party
Mortgage Loan, and the PILOT Mortgage and the IDA Documents in accordance with the terms of the IDA Documents; (4) obtain a release of any or all of the
Fund Member Units from the lien of each of the mortgages securing the Mortgage Loan and the Mortgage Loan Documents or any severed mortgage and loan
documents evidencing and securing the Third Party Mortgage Loan in accordance with the applicable terms thereof; (5) sever the Mezzanine Loan Documents
to separately evidence and secure the Third Party Mezzanine Loan and the Coach Mezzanine Loan in accordance with the applicable terms thereof; (6) extend
the term of the Mortgage Loan or the Third Party Mortgage Loan and/or the Mezzanine Loan or Third Party Mezzanine Loan in accordance with the terms of
the applicable Loan Documents; (7) repay or refinance Third Party Mortgage Loan secured by a severed mortgage lien on the Fund Member Units and the
Third Party Mezzanine Loan or the Mezzanine Loan; (8) mortgage, pledge or otherwise encumber the Fund Member Units, and the leasehold estate under any
subsevered parcel lease entered into with respect to the Fund Member Units or, if the Fund Member shall have caused the Company to enter into a subsevered
parcel lease with respect to the Coach Unit, the Building C Lease, provided that any subsevered parcel lease with respect to the Coach Unit shall not be subject
to any lien or encumbrance in connection therewith, other than pursuant to the any severed Mortgage Loan Documents evidencing and securing the Coach
Mortgage Loan, the IDA Documents and any Permitted Encumbrance; (9) Transfer all or any part of the Fund Member’s Membership Interest, and (10)
otherwise deal with the Fund Member Units and its interest therein and its Membership Interest in the Company as if the Closing had occurred. In no event
shall the Fund Member have any obligation, pursuant to this Section 7.8(a) or otherwise, to pay all or any portion of the Coach Unit Loan. In the event that the
Fund Member shall repay the Coach Mezzanine Loan pursuant to this Section 7.8(a), the Coach Member shall be obligated to pay to the Fund Member the full
amount of the Coach Mezzanine Loan.
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