Coach 2013 Annual Report Download - page 173

(i) amending, modifying or supplementing the Plans or any construction documents to the extent such amendment,
modification or supplement relates to Developer Work or Coach Approval Areas or would otherwise affect any Coach Total Development Costs (it being
understood that the Forty-Seventh Floor Curtain Wall Adjustment shall be a permitted modification to the Plans without the Coach Member’s consent) and
that, regardless of the Coach Member’s approval rights, the balance of the Building will be constructed in accordance with a first class standard and in
accordance with the Plans);
(ii) the selection and any replacement of the Project Architect, the Executive Construction Manager, the Construction
Manager, the Developer’s Consultant(s) and any other principal project design professionals retained by or on behalf of the Company with respect to the
design, development and construction of the Developer Work and/or any other Coach Approval Areas, except to the extent expressly permitted under the
Development Agreement without the consent of the Coach Member (the Fund Member and the Coach Member hereby agree that Kohn Pederson Fox Associates
PC will be the initial Project Architect and approve the Existing Consultants/Contractors (as defined in the Development Agreement)) as provided in Section
3.01 of the Development Agreement;
(iii) subject to the further terms and conditions of this Agreement, the Development Agreement and the Loan Documents,
amending, modifying or supplementing the Budget, the Cost Allocation Methodology or the Schedule, except to the extent expressly permitted under the
Development Agreement without the consent of the Coach Member;
(iv) except as expressly provided in the Development Agreement or this Agreement, any increase in, or change to, any capital
commitment of any Member;
(v) any dilution, decrease or reduction in any of any Member’s rights, entitlements and/or interests in and to the Company
(in each event, other than to a de minimis extent);
(vi) the Company acquiring any material assets, other than its direct or indirect interest in its Subsidiaries and the Property,
or creating or acquiring any Subsidiary other than the Subsidiaries existing on the date hereof;
(vii) amending, modifying or supplementing the Base Building Lighting, the Signage Plan or the Landscaping; it being
acknowledged and agreed that the Condominium Declaration shall govern and control all signage with respect to the Building from and after the recordation
thereof;
(viii) subject to Section 3.9(e), the identity of the tenants for the Retail Unit;
(ix) amending, modifying, supplementing or terminating the Loan Documents in any manner that affects the Coach Unit
Loan or the rights of the Coach Lender thereunder, except as expressly provided herein or therein in connection with the Closing and the release of the Coach
Unit or the severance of the Mortgage Loan and the Mezzanine Loan in accordance with the terms of this Agreement and the applicable Loan Documents; or,
except as otherwise provided in Section 7.8, extending or renewing the term of the Construction Loan or any Loan Documents; or, to the extent that the
Company has any approval or consent rights under the Loan Documents with respect thereto, amending, modifying or supplementing, or granting any
approvals or consents with respect to, any Coach Matters of CL Concern;
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