Coach 2013 Annual Report Download - page 698

(c) Developer shall submit to the Coach Member a request for payment of any installment of the Additional Development Fee,
Additional Developer Work Costs and Additional Overhead Costs not less than ten (10) Business Days prior to the date on which payment is to be made,
except if such installment 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 Additional Development Fee shall include a breakdown in reasonable detail as to the calculation of the applicable portion of the Additional
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 the Additional 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 Additional Development Fee (including, without limitation, the percentage of
completion achieved), or any Additional Developer Work Costs or Additional Overhead Costs, the Coach Member shall deliver written notice thereof to
Developer within ten (10) Business Days of the date such request for payment is delivered to the Coach Member, which notice shall set forth, in reasonable
detail, the basis for the Coach’s Member’s dispute. 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 such Additional Developer Work Costs, Additional
Overhead Costs or the Additional 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.
(d) The obligation of the Coach Member to pay the Additional Development Fee, Additional Developer Work Costs and the Additional
Overhead Costs pursuant to this Section 2.05 is guaranteed by the Coach Guarantor subject to and in accordance with the Coach Guaranty.
Section 2.06 Survival. The provisions of this Article 2 shall survive the Closing.
ARTICLE 3.
ARCHITECT AND CONSULTANTS; PLANS, AND CHANGES TO PLANS
Section 3.01 Project Architect and Consultants; the Executive Construction Manager . (a) The Coach Member hereby approves KPF, as the
Project Architect, and the Project Architect Agreement. Subject to the Coach Member’s prior written approval of any substitute architectural firm, which
approval shall not be unreasonably withheld, conditioned or delayed, Developer shall have the right to retain a substitute architectural firm as the Project
Architect. Any material amendment to the Project Architect Agreement, and any new contract with KPF or any substitute Project Architect, and any material
amendment to any such new contract, in each case which affects or would reasonably be expected to affect the Developer Work or the Coach Total
Development Costs shall be subject to the Coach Member’s prior written approval, which approval shall not be unreasonably withheld, conditioned or
delayed.
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