Coach 2013 Annual Report Download - page 154

(xiii) the Right of First Negotiation Agreement, executed by the Fund Member;
(xiv) the Punch List Escrow Agreement, executed by the Company, the Fund Member and Developer;
(xv) such instruments and documents which are reasonably necessary or desirable to evidence the release of the Coach Unit
and severance of the Construction Loan (and the Loan Documents) and to cause the Third Party Mortgage Loan to be subordinate in priority to the
Condominium Documents and the Option Agreement;
(xvi) such instruments and documents which are reasonably necessary or desirable to evidence the superiority of the
Condominium Documents to the Building C Lease to the extent the Building C Lease shall remain in effect with respect to any of the Units in the Building
other than the Coach Unit; and
(xvii) any other instruments or documents to be executed and/or delivered by Legacy Tenant, the Company and Developer
pursuant to this Agreement, the Development Agreement, the Project Documents and/or the Loan Documents, or as may be reasonably required to consummate
the conveyance of the Coach Unit to the Coach Member; it being acknowledged and agreed that Developer shall not be required to deliver the Punch List
Escrow Agreement or any of the foregoing items required to be delivered by Developer if the Development Agreement is terminated by the Coach Member
pursuant to Section 7.7 prior to the Closing Date.
(f) Utility Company Deposits. If applicable, at the Closing, the Fund Member shall cause Legacy Tenant to assign to the Coach
Member all deposits or escrows held for Legacy Tenant’s account at or by any utility company in connection with utility services furnished solely to the
Coach Unit. The Coach Member shall reimburse the Company or Legacy Tenant at the Closing for the amount of the deposits or escrows so assigned, and the
Coach Member will thereafter become responsible for utility charges due thereafter with respect solely to the Coach Unit (in addition to any utility charges
included in and required to be paid by the Coach Member as Common Charges and allocable to the Coach Unit pursuant to the Condominium Declaration).
Alternatively, the Fund Member may direct Legacy Tenant or Developer, as applicable, to terminate such utility accounts. Prior to the Closing Date, the Fund
Member shall cause Legacy Tenant to notify all such utility companies in writing (with copies to the Coach Member) of the applicable transfer of service to the
Coach Member or the Coach Designee.
(g) Service Contracts. At or prior to the Closing, if requested by the Coach Member, the Fund Member shall cause Legacy Tenant to
terminate all Service Contracts, if any, as of the date of Closing.
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