Coach 2013 Annual Report Download - page 438

Exhibit L
Form of Punch List Escrow Agreement
PUNCH LIST ESCROW AGREEMENT
THIS PUNCH LIST ESCROW AGREEMENT (this “Agreement”), dated as of ________________, 201__, is made by and between Podium
Fund Tower C SPV LLC (“Fund Member”), Legacy Yards LLC, (the “Company”), ERY Developer LLC, a Delaware limited liability company (
“Developer”), Coach Legacy Yards LLC, a Delaware limited liability company (“Coach Member”), and [__________________________] (“ Title
Company”).
RECITALS:
WHEREAS, reference is hereby made to that certain Limited Liability Company Agreement of Legacy Yards LLC dated as of April 10, 2013 (the
“LLC Agreement”), wherein the Company has agreed to cause the conveyance, and the Coach Member has agreed to acquire and accept, certain property
described therein (the “Coach Unit”), which property is located at 501 West 30th Street, New York, New York.
WHEREAS, Developer, an affiliate of Fund Member, is obligated to complete certain Punch List Work (as defined in the Development Agreement)
pursuant to Section 13.01 of that certain Development Agreement, dated as of April 10, 2013, by and between Developer and Coach Member (the “ Development
Agreement”), and to remove “Developer Violations”, as defined therein, subject to the terms thereof and contained herein.
WHEREAS, (i) Coach Member has agreed to place into escrow with the Title Company at Closing (as such term is defined in the LLC Agreement)
a portion of Coach Total Development Costs (as defined in the Development Agreement) equal to one hundred twenty-five percent (125%) of the amount
required to complete the Punch List Work (the “Punch List Escrow”), and (ii) Fund Member has agreed to place into escrow with the Title Company, at
Closing, an amount equal to one hundred twenty-five percent (125%) of the amount required to cure all Developer Violations (as defined in the LLC
Agreement) outstanding as of the Closing Date (other than Developer Violations of the kind and nature that have a Material Adverse Effect (as defined in the
LLC Agreement) or any other Developer Violations required to be cleared on or prior to Closing by Fund Member pursuant to the LLC Agreement or by
Developer pursuant to the Development Agreement, as a condition to Closing) (the “ Violations Escrow”; the Punch List Escrow and the Violations Escrow,
collectively, the “Escrow”). The Punch List Work and Developer Violations, together with a budget for the cost of completion, or cure, as applicable, of each
item of Punch List Work and each Developer Violation and estimated time to complete or cure, as applicable, each item, is attached hereto as Exhibit A.
WHEREAS, this Agreement is and shall constitute the Punch List Escrow Agreement that the Company, Developer, Fund Member, Coach Member
and the Title Company agreed to enter into at Closing pursuant to the Agreement.
Exhibit L – Page 1