Coach 2013 Annual Report Download - page 696

*** Confidential Treatment Requested
(b) The Development Fee shall be earned and payable as follows:
(i) *** of the Development Fee will be earned on a percentage of completion basis, based on the percentage completion of the
Developer Work until Substantial Completion, and shall be payable as follows:
(A) a portion equal to the percentage completion of the Developer Work will be paid within ten (10) Business Days
after the date on which both of the following have occurred: (A) the funding in full of the final Third Party Lender Advance; and (B)
thereafter, the funding in full by the Fund Member of the Fund Member’s portion of the first Draw Request to be funded with equity funds
from the Fund Member; and
(B) the remaining portion will be paid on a monthly basis on a percentage completion basis of the Developer Work
until Substantial Completion (thus leaving, based on the current Schedule, *** of the Development Fee unpaid at such time); and
(ii) the remaining *** of the Development Fee will be earned and payable on the date on which the Coach Member first
commences occupying the Coach Unit for the normal conduct of business in the ordinary course.
(c) Developer shall submit to the Coach Member a request for payment of any installment of the Development Fee not less than ten
(10) Business Days prior to the date on which payment is to be made, except if such installment of the Development Fee is to be funded, in whole or in part,
from proceeds of the Coach Unit Loan, such submission shall be made no later than two (2) Business Days before the date the applicable request for
disbursement of proceeds is made under the Coach Unit Loan. Each request for payment of any installment of the Development Fee shall include a breakdown
in reasonable detail as to the calculation of the applicable portion of the Development Fee for which request is being made for payment and a certification from
the Project Architect to Legacy Tenant setting forth, in reasonable detail, the percentage of completion of Developer Work, which percentage completion shall be
subject to confirmation by Coach’s Consultants. If the Coach Member wishes to dispute the calculation of all or any portion of the Development Fee for which
request is being made for payment (including, without limitation, the percentage of completion achieved), the Coach Member shall deliver notice to Developer.
If the parties are unable to resolve such dispute within ten (10) Business Days after delivery of such notice, then either party may submit such dispute to
Arbitration to be resolved in accordance with the provisions of Article 14. If the Coach Member shall deliver notice of dispute as aforesaid, then the Coach
Member shall have no obligation to pay any portion of the Development Fee for which payment is being disputed until such dispute is resolved, except as
otherwise agreed by the Coach Member and Developer while working in good faith to resolve such dispute.
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