Coach 2013 Annual Report Download - page 191

9.2. Rights of Transferees. A transferee of a Membership Interest (or a part thereof) pursuant to a Transfer permitted by Section 9.1 shall be
admitted to the Company as a “Substitute Member” (to the extent of the Membership Interest so Transferred in the case of a Transfer of less than all of the
Membership Interest of the transferor Member) entitled to all the rights, and subject to all of the obligations and restrictions, of the transferor Member (to the
extent of the Membership Interest so Transferred) in accordance with the terms of Section 9.3.
9.3. Substitute Members.
(a) No transferee of all or part of a Member’s Membership Interest shall become a Substitute Member in place of the transferor unless
and until:
(i) The transferor (if living) has stated such intention in the instrument of Transfer;
(ii) The transferee has executed an instrument, in form and substance reasonably satisfactory to the Company and the non-
Transferring Member, accepting and adopting the terms and provisions of the Articles and this Agreement; and
(iii) The transferee has caused to be paid all reasonable out-of-pocket expenses actually incurred by the Company in
connection with the admission of the transferee as a Substitute Member.
Upon satisfaction of all the foregoing conditions with respect to a particular permitted transferee, the Members shall cause this Agreement to be duly
amended to reflect the admission of the transferee as a Substitute Member.
(b) Notwithstanding any provision in this Agreement to the contrary, no Transfer otherwise permitted by this Article 9 shall be
permitted if (i) such Transfer would (A) result in a violation of the terms of the Loan Documents, (B) such Transfer would result in the Company being
treated, for U.S. tax purposes, as a publicly traded partnership taxable as a corporation, or (C) violate any applicable Laws, or with respect to a Transfer
made by the Fund Member only, would violate the terms of the Building C Lease or any of the other Project Documents, or (ii) the proposed transferee is (A)
domiciled in a jurisdiction identified by the Financial Action Task Force for Money laundering as being a non-cooperative country or territory or by the United
States Secretary of the Treasury as warranting special measures because of money laundering concerns under Section 311 or 312 of the USA PATRIOT Act,
(B) subject to sanctions administered by the Office of Foreign Asset Control of the United States Department of Treasury (“ OFAC”) or included in any
Executive Orders or on the list of “Specially Designated Nationals” and “Blocked Persons” maintained by OFAC, or (C) is a Senior Foreign Political Figure
under Section 312 of the USA PATRIOT Act (“SFPF”), an immediate family member of a SFPF, or a person who maintains a close personal relationship with
any such individual or a corporation, business or other entity that has been formed by or for the benefit of such individual. A transferee of a Membership
Interest (or a part thereof) pursuant to a Transfer permitted by Section 9.1 shall represent and warrant to the non-transferring Member and the Company that
is complies with the foregoing clause (ii) of this Section 9.3(b), and that any monies used by such Person to fund its investments are not derived from or
related to any illegal activities, including, but not limited to, money laundering activities, or derived from, invested for the benefit of or related in any way to
the governments of, or persons within, any country under a United States embargo enforced by OFAC.
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