Coach 2013 Annual Report Download - page 186

8.3. Right to Indemnification.
(a) Subject to the limitations and conditions provided in this Article 8 and in the Act, including, without limitation, Section 8.4, and
only to the extent not covered by insurance, each Person (an “ Indemnified Person”) who is made a party or is threatened to be made a party to or is involved in
any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (“ Proceeding”), or any
appeal in a Proceeding or any inquiry or investigation that could lead to a Proceeding, by reason of the fact that he, she or it was or is a Member or an Indirect
Owner, or he, she or it was or is the legal representative of or a manager, director, officer, partner, member, co-venturer, proprietor, trustee, employee, agent or
Affiliate of a Member, or any guarantor of such Member’s obligations hereunder, shall be indemnified by the Company against judgments, penalties
(including excise and similar taxes and punitive damages), fines, settlements and reasonable costs and expenses (including attorneys’ fees and expenses)
actually incurred by such Indemnified Person in connection with the defense or settlement of such Proceeding if (i) such Indemnified Person acted in good faith
and in a manner he, she or it reasonably believed to be in, or not opposed to, the best interest of the Company and (ii) the Indemnified Party’s conduct did not
constitute gross negligence or willful or wanton misconduct or a breach of this Agreement. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person did not
act in good faith and in a manner which he, she or it reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any
criminal action or proceeding, that the Indemnified Person had reasonable cause to believe that his, her or its conduct was unlawful.
(b) The aforesaid indemnity shall apply only to third party claims made against an Indemnified Person, and shall not apply to or
cover any claims or suits or proceedings made or asserted or instituted by any Member or any of its Affiliates against the other Member or any of its Affiliates
(including the Coach Lender, the Coach Guarantor, the Related/Oxford Guarantor or Developer), or any loss, liability, cost or expense suffered by such
Member or any of its Affiliates as a result of any such claim or suit or proceeding, under this Agreement, the Development Agreement, the Loan Documents,
the Coach Guaranty or the Related/Oxford Guaranty. In addition, the aforesaid indemnity shall not apply to or cover any claim or suit or proceeding made or
asserted or instituted against (or any loss, liability, cost or expense suffered by) the Fund Member, Developer, Related, Oxford Guarantor or any of their
respective Affiliates or their respective legal representatives, managers, directors, officers, partners, members, co-venturers, proprietors, trustees, employees or
agents, arising out of or under any of the guarantees or indemnifications or undertakings provided by any of them to the Construction Lender or the MTA
Parties, unless and to the extent such claim or suit or proceeding arises out of any act or, where there is an affirmative obligation of the Coach Member to act,
any omission, by the Coach Member or any of its Affiliates.
(c) The satisfaction of any indemnification under this Section 8.3 or under Section 3.11(c) shall be a Project Cost and each Member
shall be responsible for its proportionate share thereof based on their respective Percentage Interest (subject, in the case of the Coach Member, to the Coach
Costs Cap).
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