Coach 2013 Annual Report Download - page 107

(s) direct any agent acting on its behalf to hold itself out as acting on its behalf;
(t) otherwise hold itself out as a separate legal entity;
(u) not take or cause to be taken any Bankruptcy Action with respect to the Company in violation of the terms of this Agreement or
with respect to any Subsidiary without the without the affirmative vote of each of the Members and in compliance with the terms of the limited liability
company of such Subsidiary.
1.11. Construction Loan Closing Day Transactions. The following actions, transactions and events (the “ Construction Loan Closing Day
Transactions”) shall occur, or be deemed to have occurred, simultaneously on the Construction Loan Closing Date and are hereby consented to and approved,
authorized and ratified by the Members, and the Company is hereby authorized and directed to, and to cause Legacy Mezzanine and Legacy Tenant to, execute
and deliver the agreements to which it is a party and other documents, each as identified below, and to make such payments, incur such obligations and take
such other actions as shall be required thereunder or otherwise reasonably necessary and suitable and consistent with the Budget to cause the successful
completion of the Construction Loan Closing Day Transactions:
(a) The Company shall execute the Limited Liability Company Agreement of Legacy Yards Mezzanine LLC (the “ Legacy Mezzanine
Agreement”), and shall cause each independent manager thereof to execute and deliver the Legacy Mezzanine Agreement, and shall cause Legacy Mezzanine to
execute the Limited Liability Company Agreement of Legacy Yards Tenant LLC (the “Legacy Tenant Agreement”), and shall cause each independent manager
thereof to execute and deliver the Legacy Tenant Agreement;
(b) The Company shall cause Legacy Tenant to execute and deliver (i) the Building C Lease and lease the Property from the MTA
pursuant thereto, (ii) the Memorandum of Building C Lease, (iii) the Termination of Memorandum of Lease, (iv) the PILOST Agreement, (v) all New York
City and State transfer tax returns and filings required in connection with the Building C Lease and/or the recordation of the Memorandum of Building C
Lease and any other Building C Lease Documents, and (vi) any and all other Building C Lease Documents, and shall pay or cause Legacy Tenant to pay all
costs and expenses incurred in connection with the foregoing to the extent not funded with the proceeds of the Construction Loan at the sole expense of the Fund
Member, except to the extent the same are properly included in Coach Total Development Costs or are otherwise payable by the Coach Member pursuant to this
Agreement or the Development Agreement, in which case the Coach Member shall fund its share or all of such costs, as applicable, in accordance with the
terms of this Agreement and the Development Agreement;
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