Coach 2013 Annual Report Download - page 170

(b) In the event that, to the extent permitted under the Loan Documents and the Project Documents, both Members unanimously
approve a sale by Legacy Tenant of the Coach Unit or subject to the provisions of Section 7.2(b)(xvii) and Section 7.8, the Fund Member, in its sole
discretion, determines to sell any Fund Member Unit, then (i) all net cash proceeds realized in connection with the sale of any of the Fund Member Units, after
payment of all closing costs, transfer taxes, and broker’s and finder’s fees incurred in connection with the sale of such Fund Member Unit, any applicable
release price with respect to such Fund Member Unit under the Third Party Loan, and any amounts then due hereunder or under the Development Agreement
to the Coach Member (including any Member Loans), shall be paid to the Fund Member, and (ii) all net cash proceeds realized in connection with the sale of
the Coach Unit, after payment of all closing costs, transfer taxes, and broker’s and finder’s fees incurred in connection with the sale of the Coach Unit, any
amounts then due hereunder to the Fund Member (including any Member Loans), plus any unpaid Coach Total Development Costs and other amounts then
due and payable under the Development Agreement, and the Coach Unit Loan shall be paid to the Coach Member.
(c) In the event that, to the extent permitted under the Loan Documents and the Project Documents, both Members unanimously
approve the sale by Legacy Tenant of the entire Building or the Property (or an assignment of the Building C Lease), all net sales proceeds realized in
connection with such sale, after payment of all closing costs, transfer taxes, and broker’s and finder’s fees incurred in connection therewith and payment in
full of the Construction Loan, shall, subject to the provisions of Section 4.3, be applied and distributed, to the Members pari passu, in accordance with their
respective Percentage Interest; it being acknowledged that the distribution of payments on and of a Member Loan shall be deemed to have been paid to the
borrower thereunder and not to the Member receiving such payments.
(d) To the extent that all of the Units will be conveyed on the Closing Date or thereafter such that all of Legacy Tenant’s assets shall
have been distributed or conveyed, as the case may be, the Fund Member shall or shall cause Legacy Tenant and the Company to continue, even after all the
Units have been distributed to the Members or other Persons, to (i) perform all remaining obligations of the Fund Member and the Company hereunder or the
remaining obligations of Legacy Tenant with respect to the development and construction of the Project, and (ii) requisition remaining monies under the Third
Party Loan and from the Coach Member to the extent payable by the Coach Member pursuant to the express provisions of this Agreement, including, without
limitation, pursuant to Section 3.8(h) hereof, or the Development Agreement (subject, in the case of Coach Total Development Costs, to the Coach Costs Cap).
The provisions of this Section 6.1(d) shall survive the Closing and the withdrawal of the Coach Member from the Company.
(e) Notwithstanding anything to the contrary contained herein, if (i) the Building, Property or the interest of Legacy Yards under the
Building C Lease shall be sold or assigned in connection with a foreclosure or other enforcement action by the Mortgage Loan agent or any Mortgage Lender
following the occurrence of an event of default under the Mortgage Loan Documents or (ii) the interests of the Company in Legacy Tenant shall be sold or
assigned in connection with a foreclosure or other enforcement action by the Mezzanine Loan Agent or any Mezzanine Lender following the occurrence of an
event of default under the Mezzanine Loan Documents (a “ Foreclosure Sale”), and in the case of clause (i) or clause (ii) such event of default is caused by any
act or omission by a Member or any of its Affiliates (the “Breaching Member”), then any excess proceeds after payment of all amounts due in respect of the
Mortgage Loan or the Mezzanine Loan, as applicable, that may be payable to Legacy Tenant, Legacy Mezzanine or the Company in connection with such
event of default and Foreclosure Sale shall be distributed (A) first, to the Member which is not the Breaching Member in the amount of its previously
unreturned Capital Contributions, together with interest thereon at the rate of fifteen percent (15%) per annum, compounded quarterly, (B) second, to the
Breaching Member in the amount of its previously unreturned Capital Contributions together with interest thereon at the rate of fifteen percent (15%) per
annum, compounded quarterly, and (C) to the Members in accordance with their respective Percentage Interests.
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