Coach 2013 Annual Report Download - page 183

(b) If the Fund Member exercises any of its rights pursuant to Section 7.8(a), then (i) the Coach Member shall be responsible for the
payment of any and all transfer taxes, mortgage recording taxes, recording fees, and title premiums payable with respect to any new owners or mortgagee title
insurance policy required in connection therewith, and (ii) the Fund Member shall have the right to pay any expense that would otherwise be required to be
paid by the Coach Member at Closing, including, but not limited to, the cost to remove any Title Defect or to satisfy any Material Litigation, and the amount
of any expense actually incurred by Legacy Tenant, Legacy Mezzanine, the Fund Member or its designee that acquires title to the Fund Member Units,
pursuant to clauses (i) and (ii) shall be paid or reimbursed to the Fund Member by the Coach Member. The obligations of the Coach Member pursuant to this
Section 7.8 are guaranteed by the Coach Guarantor subject to and in accordance with the Coach Guaranty, and shall survive the Closing and the withdrawal
of the Coach Member from the Company and the termination of this Agreement.
7.9. Affiliate/Project Architect Agreements . Notwithstanding anything to the contrary contained in this Agreement, if (a) either (i) Developer or
any other Affiliate of the Fund Member breaches or fails to comply with any of its material obligations under the Development Management Agreement or any
agreement between the Company or Legacy Tenant and such Affiliate with respect to the Project (each an “ Affiliate Agreement”), and such breach or failure to
comply continues beyond the expiration of any applicable notice and cure period therein provided, (ii) Developer or any other Affiliate of the Fund Member
shall have engaged in willful misconduct, fraud or gross negligence with respect to the Project, or (iii) the Project Architect breaches or fails to comply with any
of its obligations under the Project Architect Agreement and (b) the Fund Member shall fail to cause the Company or Legacy Tenant, as applicable, to take
commercially reasonable steps to enforce against Developer, such Affiliate or the Project Architect, as applicable, the obligations of such party or any claim
which the Company or Legacy Tenant may have under such Affiliate Agreement or the Project Architect Agreement with respect to such breach or failure to
comply or bad act, then the Coach Member may notify the Fund Member of such failure and request that the Fund Member cause the Company to take action
to enforce any claim the Company or Legacy Tenant, as applicable, may have under such Affiliate Agreement or the Project Architect Agreement. If such
failure shall continue for five (5) Business Days after such notice (of if after such five-Business Day period the Fund Member shall not be continuing to
diligently pursue the enforcement of the applicable claim(s) the Company or Legacy Tenant may have under such Affiliate Agreement or the Project Architect
Agreement), or if the “owner” under such Affiliate Agreement shall otherwise become entitled to terminate such Affiliate Agreement, as the case may be,
pursuant to the terms thereof, then the Coach Member shall thereafter have the right (but not the obligation) to exercise, on behalf of the Company or Legacy
Tenant, as applicable, all rights of the Company or Legacy Tenant, as the case may be, as a party to any such Affiliate Agreement or the Project Architect
Agreement to enforce the rights of “owner” under any such agreement, including the right to terminate such Affiliate Agreement or the Project Architect
Agreement (if and to the extent such Affiliate Agreement or the Project Architect Agreement provides for such termination as a remedy under such
circumstances) and/or to institute litigation against Developer, Affiliate or the Project Architect, in each case upon and subject to the applicable provisions of
such Affiliate Agreement or the Project Architect Agreement (including, without limitation, any notice requirements and cure periods provided for therein to the
extent such cure periods shall not theretofore have expired).
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