Coach 2013 Annual Report Download - page 103

(ii) cause Legacy Mezzanine to (A) be the sole member of and own 100% of the membership interests in Legacy Tenant, (B)
cause Legacy Tenant to do any and all things which may be necessary, incidental or convenient to carry on its business as described in clause (i) above in
accordance with the terms of the Tenant LLC Agreement, this Agreement, the Development Agreement, the Building C Lease and the other Project Documents,
the Development Management Agreement, and the Mortgage Loan Documents, (C) obtain the Mezzanine Loan and otherwise borrow money, issue evidence of
indebtedness and secure the same by mortgages, deeds of trust, pledges or other liens or security interests in Legacy Mezzanine’s membership interest in
Legacy Tenant and any other property or assets of Legacy Mezzanine, and (D) subject to and in accordance with the terms and provisions of the Mezzanine
LLC Agreement, this Agreement and the Mezzanine Loan Documents, sell, exchange, transfer, dispose of and otherwise realize upon the value of all or any
portion of Legacy Mezzanine’s membership interest in Legacy Tenant and any of its other property or assets;
(iii) subject to and in accordance with the terms and provisions of this Agreement, sell, exchange, transfer, dispose of and
otherwise realize upon the value of all or any portion of the Company’s membership interest in Legacy Mezzanine and any other property or assets of the
Company; and
(iv) do any and all things which may be necessary, incidental or convenient to carry on the business of the Company as
described herein and which are permitted under the Act, all on the terms and subject to the conditions set forth herein.
(b) The Company shall not engage in any other business or activity without the prior written consent of the Members.
1.4. Powers. Subject to the terms and conditions of this Agreement, including, without limitation, Section 1.10 and Section 7.2, the Company
shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the
purposes set forth in Section 1.3(a), including, but not limited to, the power:
(a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act
in any state, territory, district or possession of the United States that may be necessary, convenient or incidental to the accomplishment of the purposes of the
Company;
(b) to acquire (by purchase, lease, contribution of property or otherwise), own, hold, operate, maintain, finance, improve, lease, sell,
convey, mortgage, transfer, demolish or dispose of any real or personal property, in whole or in part, that may be necessary, convenient or incidental to the
accomplishment of the purposes of the Company;
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