Coach 2013 Annual Report Download - page 177

(xxx) amending, modifying or supplementing, or approving, or consenting to, any amendment, modification or supplement
of, the Project Labor Agreement;
(xxxi) the retention of employees and agents of the Company or any Subsidiary and the defining of their duties and fixing of
their compensation; and
(xxxii) except as expressly provided for herein, the indemnification by the Company of any Person, other than the Construction
Lender, the MTA Parties and the IDA pursuant to the Loan Documents or the Project Documents, as applicable.
(c) Notwithstanding anything to the contrary contained in this Section 7.2 or any other provision of this Agreement, so long as the
Construction Loan remains outstanding, the Members shall not, and shall not cause or permit the Company or any Subsidiary to, take any Bankruptcy
Action without the affirmative vote of both of the Members and, in the case of any Subsidiary, the affirmative vote of both of the independent managers
thereof.
(d) The Coach Member shall also have the right to propose action by the Company for consideration by the Fund Member (it being
agreed that the Fund Member will consider such proposals in good faith but will have no obligation to consent to any such proposed action except as otherwise
expressly provided in this Agreement or the Development Agreement).
(e) Notwithstanding anything to the contrary contained in this Agreement, but without limiting or expanding the rights or obligations
of Developer or the Coach Member under the Development Agreement, if the Coach Member has requested, consented to or approved (or is deemed to have
consented to or approved) pursuant to the Development Agreement the taking of any action (i) by Developer itself or on behalf of Legacy Yards, the Company
or the Coach Member or (ii) that constitutes a Major Decision, then the Coach Member shall be deemed to have consented to and approved the taking of such
action or such Major Decision pursuant to and for all purposes of this Agreement; it being acknowledged and agreed that the right of the Coach Member to
consent to approve any Major Decision or other matter subject to the approval of the Members hereunder shall not be, and is not intended to be, duplicative of
the Coach Member’s right to approve or consent to the same decision or matter pursuant to the Development Agreement or any right of the Coach Lender to
approve or consent the same decision or matter pursuant to the Loan Documents. In addition, without limiting or expanding the rights or obligations of
Developer or the Coach Member under the Development Agreement, the Fund Member and the Related/Oxford Guarantor shall have the right to cure any default
by Developer under the Development Agreement and to participate in any Arbitration pursuant thereto, and to exercise all rights and perform all obligations of
Developer under the Development Agreement, subject to and in accordance with the terms thereof.
(f) The Fund Member shall promptly and timely provide the Coach Member with copies of any written notice of default received
under the Loan Documents, the Building C Lease or any other Project Documents or any other agreement to which the Company or any Subsidiary is a party.
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