Coach 2013 Annual Report Download - page 712

(iv) Developer shall submit each Draw Request prepared in accordance with the foregoing provisions of this Section 4.02 on
or about the fifteenth (15th) day of the applicable calendar month during the term of this Agreement to the Mortgage Lender or the Mezzanine Lender,
as applicable, for disbursement of Mortgage Loan proceeds or Mezzanine Loan proceeds in accordance with the terms of this Agreement and
applicable the Loan Documents or following the disbursement in full of the Mezzanine Loan and the Mortgage Loan, to the Building C JV and the
Members in accordance with the terms of this Agreement and the Operating Agreement, as applicable. In no event shall any dispute between Developer
and the Coach Member with respect to any Draw Request prevent or delay the submission thereof on or about the fifteenth (15th) day of the
applicable calendar month or, subject to the further provisions of this Section 4.02, reduce the amount of such Draw Request.
(b) The Coach Member shall have the right to review and dispute all or any portion of each Draw Request (except to the extent
consistent with the applicable approved Application for Payment), and the allocation of costs to the Coach Member as shown in each Draw Request, as
follows:
(i) If, in the Coach’s Member’s opinion, the amount of any hard cost item to be funded pursuant to a Draw Request is not
supported by the work performed as of the date of such Draw Request, then within three (3) Business Days of its receipt of such Draw Request, the
Coach Member shall inform the Developer in writing of its objection to the amount of such hard cost item or percentage of completion (it being agreed
that any objection raised after such three (3) Business Day period shall be addressed in the following month’s Draw Request). Developer, the
Executive Construction Manager, and the Construction Manager shall review and attempt to resolve the Coach Member’s objections, and Developer
and the Coach Member shall agree to do one of the following: (A) adjust such hard cost item, and the amount of such adjustment, in such Draw
Request, (B) require additional documentation or inspection or (C) remove the amount for such hard cost item in its entirety from such Draw
Request. In the event that the Coach Member and Developer are unable to agree on the amount of any hard cost item included in a Draw Request, then
such Draw Request shall be submitted for funding, including the amount of such hard cost item in dispute, and the dispute with respect to such
amount will be resolved through Arbitration pursuant to the provisions of Article 14.
(ii) If, in the Coach’s Member’s opinion, the amount of any design professional costs or other soft costs to be funded
pursuant to a Draw Request is not supported by the work performed as of the date of such Draw Request, then within three (3) Business Days of its
receipt of such Draw Request, the Coach Member shall inform the Developer in writing of its objection to the amount of such soft cost item or
percentage of completion (it being agreed that any objection raised after such three (3) Business Day period shall be addressed in the following
month’s Draw Request). Developer shall respond within two (2) Business Days of its receipt of such objection from the Coach Member by (A)
adjusting the amount for such item in such Draw Request, (B) providing additional documentation to the Coach Member, (C) removing the amount
for such item in its entirety from such Draw Request or (D) notifying the Coach Member that Developer does not agree with such objection. In the
event that the Coach Member and Developer are unable to agree on the amount of any soft cost item included in a Draw Request, then such Draw
Request shall be submitted for funding, including the amount of such soft cost item in dispute, and the dispute with respect to such amount will be
resolved through Arbitration pursuant to the provisions of Article 14.
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