Coach 2013 Annual Report Download - page 155

(h) Coach’s Closing Payment and Closing Deliveries.
(i) At the Closing, the Coach Member shall (1) accept delivery of the Deed and title to the Coach Unit free of all
Encumbrances other than the Permitted Encumbrances; (2) unless repaid by the Coach Member or otherwise extinguished, assume or cause the Coach
Designee to assume the Coach Severed Mortgage Loan and Coach Severed Mezzanine Loan and all of the obligations of Legacy Tenant and Legacy Mezzanine,
respectively, with respect thereto; (3) subject to the provisions of Section 3.8(i) below, pay, or cause to be paid, subject to and in accordance with the applicable
provisions hereof and of the Development Agreement (including, without limitation, the Coach Costs Cap), the Coach Total Development Costs, including the
balance of the Coach Fixed Land Cost payable pursuant to Section 10.08 of the Development Agreement, less all amounts previously funded by the Coach
Member or the Coach Lender on account of the Coach Total Development Costs, and all other amounts payable by the Coach Member hereunder or under the
Development Agreement on or prior to the Closing Date; provided that the Coach Member shall holdback at Closing from its payment of the Coach Total
Development Costs and (x) deposit with the Title Company pursuant to the Punch List Escrow Agreement an amount equal to the product of 125% and the
reasonably estimated cost to complete the items set forth in the Punch List as reasonably determined by the Coach Member and Developer in accordance with
Section 10.06 of the Development Agreement, which funds will be released to the party entitled thereto as such Punch List Work is completed (with the
balance, if any, being paid to the Company or the Coach Member, as applicable, upon final completion of all Punch List Work), and (y) deposit in an
interest-bearing escrow account to be held by the Title Company, as escrowee, a portion of the Coach Total Development Costs equal to 105% of the cost of all
disputed items of Coach Total Development Costs (not in excess of $12,500,000), which funds will be paid to the party entitled thereto as such dispute(s) are
resolved pursuant to Section 10.01(e) of the Development Agreement or Section 3.10 hereof, as applicable; it being agreed that the Coach Member shall identify
and inform Developer and the Fund Member on the Closing Date of all such amounts in dispute on and as of the Substantial Completion Date in order for the
Closing to occur as provided herein; and (3) accept a redemption of its Membership Interest in the Company and withdraw from the Company pursuant to the
Redemption Agreement; it being acknowledged and agreed, however, that such redemption and withdrawal of the Coach Member shall be deemed to have
occurred automatically upon consummation of the Closing on the Closing Date notwithstanding any failure of the Coach Member to execute and deliver the
Redemption Agreement in accordance with Section 3.8(h)(ii). All payments made by or on behalf of the Coach Member or the Coach Lender at Closing shall be
by wire transfer of immediately available federal funds drawn on a member of the New York Clearinghouse to such accounts as the Fund Member shall
designate.
(ii) The Coach Member shall execute and deliver, or cause to be executed and delivered, at the Closing:
(1) an assumption of the Coach Severed Mortgage Loan and the Coach Severed Mortgage Loan Documents, and the
Coach Severed Mezzanine Loan and the Coach Severed Mezzanine Loan Documents, executed by the Coach Member or the Coach Designee, as
applicable, in form reasonably acceptable to the Third Party Lender, the Fund Member and the Coach Member;
(2) the Transfer Tax Forms, executed by the Coach Member or the Coach Designee, as applicable;
(3) the Redemption Agreement, executed by the Coach Member;
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