Coach 2013 Annual Report Download - page 694

(c) Developer, as agent for Legacy Tenant, shall or shall cause Executive Construction Manager as agent for Developer to comply with
its respective material obligations under any contracts, letter agreements or purchase orders or other agreements it enters into (or has entered into) in connection
with the construction of the Project; provided, that this Section 2.02(c) shall not preclude Developer from terminating the Construction Management Agreement
or the Project Architect Agreement or any agreement with any of the Existing Contractors/Consultants or any future contracts or purchase orders entered into by
Developer or Executive Construction Manager, in the event of a breach thereof by the Construction Manager or by any such other Person or counter-party, nor
shall it preclude the Executive Construction Manager from terminating any contract or canceling any purchase order it enters into in connection with the Project
in the event of a breach by the applicable contractor, consultant or materialman;
(d) Developer shall oversee, manage and coordinate the development of the Project, so as to, without limiting the foregoing: (i) cause
the Developer Work to be completed and Substantial Completion to be achieved, and cause completion of all Punch List Work to be achieved, and cause Final
Completion to be achieved, in each case, in accordance with the Budget, the Plans, the Schedule, the applicable Loan Documents, this Agreement, and all
applicable Laws, free from fault or defect, on a lien-free basis (subject only to Permitted Encumbrances), in a good and workman-like manner and
incorporating only new materials and equipment, and by means and methods complying with all applicable Laws and insurance requirements; (ii) apply for
and obtain (or cause to be applied for and obtained) all building and other permits required for the Project, as and when required in accordance with the
Schedule, including all certificates of occupancy to be obtained by Developer as required herein; (iii) manage and oversee the performance by (and enforce and
pursue claims against, as appropriate and where reasonable to do so) the Executive Construction Manager, the Project Architect, the Construction Manager,
and all Developer’s Consultants, contractors, subcontractors and vendors involved in the Project (except for any of the foregoing retained by any Member in
connection with the performance of any Finish Work for such Member); and (iv) cause the entire Building to be completed in accordance with a first-class
standard;
(e) To the extent provided in Section 9.04 or Section 9.05, Developer shall cause to be completed, repaired, replaced, rebuilt or
corrected all items of Developer Work and all items of work the cost of which (or any portion of the cost of which) is included in the Coach Total Development
Costs and which are incorrect, defective, incomplete, omitted, or not otherwise in compliance with the Plans (in the event of a dispute as to whether any such
item of work is incorrect, defective, incomplete, omitted, or not otherwise in compliance with the Plans, the Project Architect and Coach’s Architect will
consult and meet at least twice in an effort to resolve any such dispute within ten (10) Business Days of notice of such dispute being given by one party to the
other and, if the Project Architect and Coach’s Architect are unable to resolve any such dispute within such ten (10) Business Day period, then either the
Coach Member or Developer may submit the matters still in dispute to Arbitration, to be resolved in accordance with the provisions of Article 14 by the Work
Dispute Arbiter);
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