Coach 2013 Annual Report Download - page 742

(c) The Coach Member shall notify Developer of any Developer Default within thirty (30) days following the date on which the Coach
Member has knowledge of such Developer Default (or the Coach Member shall be deemed to have waived its claim for such alleged Developer Default). In
addition, at the Closing, the Coach Member will notify Developer whether it knows of any Developer Default(s) as of such date. The Coach Member shall
recognize any cure of a Developer Default(s), whether performed by Developer, the Building C JV, the Fund Member, the Related/Oxford Guarantor or the
Third Party Lender; provided, that such recognition shall not entitle Developer, the Building C JV, the Fund Member or the Third Party Lender, to any notice
or additional cure period with respect to any Developer Default. As used in this Agreement, the term “ the Coach Member knows of” or “the Coach Member has
knowledge of” any Developer Default means solely the actual knowledge of Todd Kahn or Mitchell L. Feinberg.
(d) Any dispute regarding a Developer Default, the Excess Cost or the Base Cost shall be submitted to Arbitration to be resolved in
accordance with the provisions of Article 14.
(e) Without limiting the foregoing, upon the occurrence and during the continuance of a Developer Default, the Coach Member shall
have the right, without prejudice to any other rights and remedies otherwise available to the Coach Member, to (i) obtain equitable relief by way of injunction,
or (ii) compel specific performance by Developer of its obligations hereunder (without any need to prove or demonstrate damages).
(f) Without limiting the foregoing, upon the occurrence of any Management Change Event (as defined in the Operating Agreement) or
any other event or circumstance which would entitle the Coach Member to assume or acquire control of the day-to-day operation and management of the
Building C JV (including, without limitation, the occurrence of certain “Events of Default” under the Operating Agreement), the Coach Member shall have the
right, without prejudice to any other rights and remedies otherwise available to the Coach Member, but subject to compliance with the applicable terms of the
Loan Documents (or waiver thereof by the Third Party Lender) and the Project Documents (or the waiver thereof by the MTA or IDA, as applicable), to
terminate this Agreement and Developer’s rights under this Agreement upon delivery of a termination notice to Developer and to appoint or engage, or cause the
Building C JV to appoint or engage, an Approved Replacement Developer for the Developer Work and the Base Building Work in accordance with the terms of
the Operating Agreement.
(g) The failure or delay by the Coach Member in exercising any right, power or privilege shall not operate as a waiver thereof, nor
shall any single or partial exercise thereof preclude any other or further exercise.
(h) The provisions of this Section 10.02 shall survive the Closing and the termination of this Agreement.
Section 10.03 Intentionally Omitted.
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