Coach 2013 Annual Report Download - page 1053

WHEREAS, the Coach Member and Developer have entered into that certain Development Agreement, dated as of the date hereof (as
amended from time to time, the “Development Agreement”), pursuant to which Developer shall perform the Developer Work and Base Building Work; all
capitalized terms not otherwise defined herein shall have the respective meanings specified in the Development Agreement;
WHEREAS, as a material inducement to the Fund Member to enter into the Operating Agreement and to Developer to enter into the
Development Agreement, Guarantor has agreed to execute and deliver this Guaranty in order to assure the payment and performance of the Guaranteed
Obligations; and
WHEREAS, Guarantor owns a direct or indirect interest in the Coach Member and will derive substantial benefits from the execution and
delivery by the Fund Member of the Operating Agreement and by Developer of the Development Agreement and the transactions contemplated thereby.
NOW, THEREFORE, in consideration of the promises herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
SECTION 1. Guaranteed Obligations.
(a) Subject to and in accordance with the succeeding provisions of this Guaranty (including without limitation Section
1(b)), Guarantor does hereby unconditionally, absolutely and irrevocably, as primary obligor and not merely as surety, guarantee, for the benefit of each of the
Developer Parties (each of the following Guaranteed Obligations (as defined below) being a separate and independent obligation):
(i) the payment in full of: (A) all Coach Total Development Costs and all other sums and charges due to Developer
under the Development Agreement (including, without limitation, all sums and charges due to Developer pursuant to Sections 2.04, 2.05, 3.07, 8.04, 10.01,
10.07 and 17.02(a) and Article 12 of the Development Agreement); (B) all sums and charges that are the responsibility of the Coach Member under the
Operating Agreement (including, without limitation, all sums and charges due to the Building C JV or the Fund Member pursuant to Sections 3.1, 3.8(f),
3.8(h), 3.8(j) (but not including Section 3.8(j)(iv) for this purpose), 4.2(a), 4.3, 7.8(b), 8.3, 8.4 and 10.2 of the Operating Agreement); and (C) any liquidated
damages, penalties, self-help costs and interest charges payable by the Coach Member under the Development and the Operating Agreement (the costs, sums
and charges described in clause (A)-(C), collectively, the “Coach Member Costs”; and such payment obligation, the “Coach Member Payment Obligation”);
(ii) that any and all liens or claims of any Persons furnishing materials, labor or services in connection with the
Coach Finish Work (other than any Coach Finish Work performed on behalf of the Coach Member by or on behalf of any Developer Party or any Affiliate of
any Developer Party) encumbering or affecting any portion of the Building other than the Coach Areas shall be removed by bonding or otherwise discharged
within the time periods provided in the Development Agreement, subject to the rights of the Coach Member, Developer, Building C Tenant, and the Building C
Mezzanine Borrower (if any), as applicable, in accordance with the terms and conditions set forth in the Development Agreement and the Loan Documents, to
contest any such liens or claims which are otherwise so removed by bonding, except for any liens or claims of Persons furnishing materials, labor or services
to or on behalf of the Developer (the “Lien Discharge Obligation”); and
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