Coach 2013 Annual Report Download - page 141

*** Confidential Treatment Requested
(c) The Members hereby acknowledge and agree that, prior to the date hereof, (i) the Fund Member and its Affiliates have incurred
Pre-Development Costs in connection with the Project, and (ii) Developer commenced or caused to be commenced, on behalf of Legacy Tenant, the Early
Work, and Developer and its Affiliates have incurred certain Project Costs, on behalf of Legacy Tenant, in connection therewith, as such Pre-Development
Costs and Project Costs are set forth in more detail on Schedule 5 attached hereto. On the Construction Loan Closing Date, (A) each Member agrees to fund, to
the extent not funded under the initial Construction Loan Draw Request, as provided in Section 1.11(e) hereof, its Allocable Share of all Pre-Development
Costs and Project Costs incurred prior to the date hereof, (B) the Coach Member agrees to fund *** , to the extent not funded under the initial Construction
Loan Draw Request, and (C) the Fund Member agrees to fund ten percent (10%) of the Fund Member Land Costs in an amount equal Two Million Nine
Hundred Thirty-Five Thousand Seven Hundred and 00/100 Dollars ($2,935,700.00), to the extent not funded under the initial Construction Loan Draw
Request. All amounts funded by the Members or with the proceeds of the Construction Loan pursuant to this Section 3.4(c) (1) in respect of Pre-Development
Costs shall be applied on the Construction Loan Closing Date to the payment of unpaid Pre-Development Costs and to reimburse the Fund Member and its
Affiliates for Pre-Development Costs previously paid by such Persons on behalf of Legacy Tenant or the Company prior to the date hereof, and (2) in respect
of Project Costs incurred by or on behalf of Legacy Yards prior to the date hereof (which portion funded by the Coach Member or with the proceeds of the
Coach Unit Loan is a portion of the Coach Total Development Costs) shall be paid to Developer on the Construction Loan Closing Date for the payment or
reimbursement of Project Costs incurred by or on behalf of Developer prior to the date hereof, in each case as set forth in more detail on Schedule 5 attached
hereto. The portion of the Coach Fixed Land Costs funded by the Coach Member or with the proceeds of the Coach Unit Loan on the Construction Loan
Closing Date (which amount is a portion of the Coach Total Development Costs), and the portion of the Fund Member Land Costs funded by the Fund
Member or with the proceeds of the Third Party Loan on the Construction Loan Closing shall be paid to or as directed by ERY Tenant on the Construction
Loan Closing Date for the payment or reimbursement of costs incurred by or on behalf of ERY Tenant in connection with the ERY, including with respect to
the Required Podium Infrastructure. From and after the Construction Loan Closing Date, the Fund Member shall pay, or cause the Third Party Lender to
advance Third Party Loan proceeds to pay, the balance of the Fund Member Land Cost monthly on the basis of the percentage of completion of the Required
Podium Infrastructure until construction of the Required Podium Infrastructure is completed. Subject to the terms of the Loan Documents, all amounts funded
by (x) the Coach Member, as a Capital Contribution or from the proceeds of the Coach Unit Loan, for the payment of Coach Fixed Land Costs, except a
portion thereof equal to the amount described in Section 10.08(a) of the Development Agreement, and (y) the Fund Member, as a Capital Contribution or from
the proceeds of the Third Party Loan, for the payment of Fund Member Land Costs shall be paid to or as directed by ERY Tenant upon receipt for the
payment or reimbursement of costs incurred by or on behalf of ERY Tenant in connection with the ERY, including with respect to the Required Podium
Infrastructure.
47