Coach 2013 Annual Report Download - page 190

(ii) the Fund Member may, without the consent or approval of the Coach Member, (A) admit as debt and equity members or
partners directly or indirectly into the Fund Member, (B) Transfer all or any part of its Membership Interest to (1) Related or any other Affiliate of the Fund
Member or the Related/Oxford Guarantor, or (2) among the direct or indirect constituent members of the Fund Member, and (C) cause or permit the interest of
any Indirect Owner of the Fund Member to be Transferred, provided that (w) following such Transfer, unless a Removal Notice has been delivered by the
Coach Member pursuant to Section 7.7 hereof, (i) the Fund Member shall continue to be Controlled by Related or Related and Oxford, it being acknowledged
and agreed that a change in Control of the Fund Member may occur upon or following the giving of a Removal Notice, and (ii) Related and Related Affiliates
shall continue to own (directly or indirectly) at least 75% of the economic interest in the Fund Member owned by Related as of the date hereof (of which 15%
may be owned by Related Affiliates), (x) such Transfer shall not impair, vitiate or otherwise affect the Related/Oxford Guaranty made by the Related/Oxford
Guarantor (or any replacement guarantor(s) approved by the Coach Member), (y) such Transfer shall be permitted (or all required consents thereto shall have
been obtained) under the Building C Lease and other Project Documents and from the Third Party Lender under the Loan Documents, and (z) the Fund
Member shall be responsible for all costs and expenses in connection therewith (including, without limitation, any state or local transfer taxes that may arise as
a result of such Transfer); and
(iii) any Transfer that constitutes a Permitted Estate/Family Transfer shall be permitted, without the consent or approval of
the other Member, provided that any such Transfer shall comply with the foregoing provisions of this Section 9.1(c).
(d) Notwithstanding the foregoing provisions of Section 9.1(c), neither the Coach Member nor the Fund Member shall have the right,
at any time, to consummate or agree to consummate any Transfer which has the effect of either diluting the other Member’s equity interest in and to the
Company or which will otherwise result in a decrease in the other Member’s rights, entitlements and/or benefits contained herein with respect to the Company,
the Company’s business and/or the Company’s assets.
(e) For purposes of clarity, (i) any Indirect Owner of any interest in the Company shall have the right to pledge its indirect interest in
the Company as security for any default member loan, and Person having an ownership interest, whether direct or indirect, legal or beneficial, in Podium
Fund JV other than Podium Fund MM shall have the right to pledge its indirect interest in the Company as security for any debt or otherwise, and (ii) the
Fund Member shall have the right to enter into any lease or any agreement to sell or otherwise transfer fee simple title to all or any portion of any of the Fund
Member Units with any Person other than a Retail Premises Competitor or Additional Office Premises Competitor without the consent or approval of the Coach
Member, subject to and in accordance with the terms and conditions of the Project Documents and the Loan Documents, provided that, except as otherwise
provided in Section 7.8(a), the Tenant under any lease of the Additional Office Units shall not be permitted to occupy the premises demised under such lease,
and any sale or other transfer of fee title to any of the Fund Member Units shall not occur or close pursuant to any such agreement, as applicable, prior to
Substantial Completion and the consummation of the Closing and conveyance of the Coach Unit to the Coach Member in accordance with the terms of this
Agreement. Nothing in this Section 9.1(e) or any other provisions of this Agreement shall prohibit (A) Legacy Tenant, Developer or any Tenant under any
lease of all or any portion of any Additional Office Unit from performing any finish or other work in any Additional Office Unit prior to the Closing Date, or
(B) Legacy Tenant from leasing all or any portion of the Retail Unit or the Parking Unit or the tenant or operator under any such lease from occupying and
using all or any portion of the Retail Unit or the Parking Unit for the conduct of business prior to the Closing Date.
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