Coach 2013 Annual Report Download - page 159

(l) If the Fund Member or Developer shall fail to pay any expense that is required to be paid by such party under this Agreement or the
Development Agreement, as applicable, in connection with the Closing, including, but not limited to, the cost to remove any Title Defect or to satisfy any
Material Litigation, the Coach Member shall have the right to pay any such expense and the amount of such expense shall be credited toward Coach Total
Development Costs or shall be reimbursed to the Coach Member by the Fund Member or Developer, as applicable, and the obligation to reimburse the Coach
Member for such expenses is guaranteed by the Related/Oxford Guarantor subject to and in accordance with the Related/Oxford Guaranty. The provisions of
this Section 3.8(l) and the obligations of the Fund Member hereunder shall survive the Closing and the withdrawal of the Coach Member from the Company.
3.9. Covenants; Cooperation.
(a) The Fund Member hereby covenants and agrees to satisfy or cause to be satisfied, on or prior to the Closing Date, all conditions to
Closing set forth in Section 3.8(a) except for (i) the condition set forth in clause (ii)(B) of Section 3.8(a), and (ii) subject to the obligations of the Fund Member
under clauses (i) and (j) of Section 3.8(a), the payment of any costs for any Title Insurance Commitment provided to the Coach Member set forth in clause
(viii) of Section 3.8(a) or any policy issued to the Coach Member or the Coach Designee pursuant thereto or to the Coach Lender or any assignee of the Coach
Severed Mortgage Loan or Coach Severed Mezzanine Loan. The Coach Member hereby covenants and agrees to satisfy on or prior to the Closing Date all
conditions to Closing set forth in Section 3.8(b) and agrees to cooperate and to cause the Coach Lender to reasonably cooperate with the Fund Member, Legacy
Tenant, Legacy Mezzanine, the Company and the Third Party Lender, as applicable, in connection with the satisfaction of the conditions to Closing set forth
in clauses (v), (vi), (vii), (ix), (xiv), (xv), (xvii) and (xviii) of Section 3.8(a), but such agreement to cooperate shall not limit the obligation of the Fund Member
to cause such conditions to be satisfied. The Members agree that any dispute with respect to the satisfaction of any condition to Closing or any other failure of
the Closing to occur in accordance with this Agreement shall be submitted to Arbitration in accordance with the terms of Section 3.10.
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