Coach 2013 Annual Report Download - page 157

(j) Title Insurance Premiums; Transfer Taxes; Apportionments; Common Charges.
(i) At the Closing, the Coach Member shall pay the costs for the issuance of the Title Insurance Commitment and, should
the Coach Member elect to obtain title insurance with respect to the Coach Unit, the Coach Severed Mortgage and/or the Coach Severed Mezzanine Loan, the
insurance effected pursuant the Title Insurance Commitment and any mortgagee or UCC policy for the Coach Lender (or any assignee thereof). Should the
Coach Member elect to obtain title insurance, the costs of satisfying any indemnity delivered in any affidavit given by the Company, Legacy Tenant, Legacy
Mezzanine or the Fund Member on behalf of the Company, Legacy Tenant or Legacy Mezzanine to the Title Insurer that is customarily given by a seller to
induce the Title Insurer to issue a commitment to issue an owner’s policy of title insurance insuring the fee simple title to the buyer free of Encumbrances other
than the Permitted Encumbrances, or any obligation assumed in any such affidavit, shall be a Project Cost allocable among the Coach Unit and the Fund
Member Units in accordance with the Cost Allocation Methodology and the applicable provisions of the Development Agreement (and shall be subject to the
Coach Costs Cap, except if such claim arose as provided in clause (B) below) based on the nature of the underlying claim, unless caused by (A) Developer,
the Fund Member or any of their respective Affiliates, in which case any such cost or obligation shall be borne in its entirety by the Fund Member, or (B) the
Coach Member or any of its respective Affiliates, in which case any such cost or obligation shall be borne in its entirety by the Coach Member. The foregoing
allocation of costs shall not limit the obligations of the Company, Legacy Tenant or the Fund Member, on behalf of the Company or Legacy Tenant, to deliver
any such indemnity or affidavit in connection with the Closing, subject to the payment by the Coach Member of such costs allocated to the Coach Member at
Closing.
(ii) The Members acknowledge and agree that (A) on the date hereof the Fund Member has caused to be paid all New York
State transfer taxes imposed on the Leasehold Estate granted to Legacy Tenant pursuant to the Building C Lease, (B) New York City and New York State
transfer taxes may be payable at Closing in connection with the transfer of fee title to the Coach Unit to the Coach Member or the Coach Designee based on the
Option Price for the Coach Unit, subject to partial credit for a portion of the New York State transfer taxes paid upon the execution of the Building C Lease,
and (C) payments of Annual Base Rent under the Building C Lease will be subject to New York City commercial rent tax. The Coach Member shall pay all
New York City and New York State transfer taxes payable at Closing in connection with the transfer of fee title to the Coach Unit to the Coach Member or the
Coach Designee (whether or not included in the Coach Total Development Costs), without giving effect to the amount of any credit received on account of New
York State transfer taxes paid with respect to the Leasehold Estate upon the execution of the Building C Lease, and the Fund Member shall be responsible for
all other transfer taxes imposed on the transactions contemplated herein and all commercial rent tax imposed with respect to the Annual Base Rent payable
under the Building C Lease. The Fund Member or the Coach Member may elect to cause the Company to obtain a ruling from the relevant taxing authorities
with regard to transfer taxes and to extend the Closing in order to obtain such ruling, and each party will cooperate with the other and pay its allocable share of
the costs incurred by the Company in connection with efforts to obtain any such ruling.
63