Coach 2013 Annual Report Download - page 179

(b) Notwithstanding anything to the contrary contained in this Agreement or the Development Agreement, in the event that the Coach
Member shall deliver a Removal Notice in accordance with the terms of Section 7.7(a), then subject to the terms and conditions of the Loan Documents and the
Project Documents, the Coach Member shall have the right to terminate or cause Legacy Tenant to terminate each of the Development Agreement, the
Development Management Agreement and the Executive Construction Management Agreement, without the consent or approval of the Fund Member. Upon any
such termination of the Development Agreement, the Development Management Agreement and the Executive Construction Management Agreement, the Coach
Member shall, in consultation with (but without approval by) the Fund Member, and in compliance with the terms of the Loan Documents and the Project
Documents, select and retain an Approved Replacement Developer for the Project and cause Legacy Tenant to enter into a replacement development agreement
for the Project with such Approved Replacement Developer on such terms and conditions as the Coach Member shall, in consultation with the Fund Member,
determine in its sole but good faith discretion and in compliance with the terms of the Loan Documents and the Project Documents; provided that such
replacement development agreement shall provide for allocation of Project Costs to the Coach Member and the Fund Member in accordance with the Cost
Allocation Methodology and shall otherwise not be inconsistent with the rights and obligations of the Members under this Agreement.
(c) In the event of any termination of the Development Agreement, the Development Management Agreement, and the Executive
Construction Manager, and the replacement of Developer, in accordance with the terms of this Agreement and the Loan Documents, the Fund Member shall
and shall cause Developer and the Executive Construction Manager to reasonably cooperate with the Coach Member and the Replacement Developer, and to
deliver to the Replacement Developer all Plans, books and records and other materials with respect to the development and construction of the Project in the
possession of Developer and the Executive Construction Manager for use solely in connection with the completion of the construction of the Project. Subject to
the terms of the Loan Documents and the rights of the Construction Lender thereunder, Developer and the Executive Construction Manager shall assign, and
the Replacement Developer shall assume, the Construction Management Agreement and, to the extent assignable, all trade contracts and other agreements with
respect to the Project to which Developer or Construction Manager is a party, effective as of the date of the termination of the Development Management
Agreement and the Executive Construction Agreement.
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