Coach 2013 Annual Report Download - page 139

(b) If at any time prior to the Substantial Completion Date the Fund Member shall enter into or cause Legacy Tenant to enter into
active negotiations and exchange one or more drafts of a term sheet, letter of intent, lease or purchase and sale agreements with a prospective tenant or purchaser
of all or a portion of the Coach Expansion Premises, then the Fund Member shall provide written notice thereof to the Coach Member (an “ Expansion Premises
Notice”) and the Coach Member may, at its option, elect to exercise the Coach Expansion Right for the entire Coach Expansion Premises or the portion thereof
which is the subject of such Expansion Premises Notice by delivering a Coach Expansion Notice to the Fund Member within ten (10) Business Days
following the receipt by the Coach Member of the Expansion Premises Notice. If the Coach Member shall fail to timely provide a Coach Expansion Notice with
respect to all or any portion of the Coach Expansion Premises which is the subject of an Expansion Premises Notice as provided in this Section 3.3(b), then the
Coach Expansion Right shall be deemed waived by the Coach Member with respect to the portion of the Coach Expansion Premises subject to the Expansion
Premises Notice, provided, that if the Fund Member shall not actually execute and deliver a binding lease or purchase and sale agreement, as the case may be,
with the prospective tenant or purchaser described in an Expansion Premises Notice within six (6) months following the date of such Expansion Premises
Notice, then the Coach Expansion Right shall be reinstated with respect to the applicable Coach Expansion Premises for the period from the date that is six (6)
months following the date of such Expansion Premises Notice to the Substantial Completion Date; provided, further, that if such six (6) month period would
extend beyond the Substantial Completion Date and the Fund Member shall not have executed and delivered a binding lease or purchase and sale agreement
prior to the date that is thirty (30) days prior to the then anticipated Substantial Completion Date, then Fund Member shall provide written notice thereof on or
prior to such date to the Coach Member and the Coach Member shall have the right to exercise the Coach Expansion Right by delivering a Coach Expansion
Notice to the Fund Member within ten (10) days following the receipt by the Coach Member of such notice.
(c) In the event that the Coach Member shall deliver a Coach Expansion Notice to the Fund Member in accordance with this Section
3.3, then Coach’s Allocable Share, the Coach Total Development Costs, the Coach Costs Cap and the Coach Fixed Land Costs shall be increased in
accordance with the terms of the Development Agreement to reflect the inclusion of the applicable Coach Expansion Premises in the Coach Unit, and the Coach
Member shall pay or cause to be paid (with Additional Capital Contributions or proceeds of the Coach Unit Loan) an amount equal to (i) all Coach Total
Development Costs allocable to the applicable Coach Expansion Premises incurred and funded with proceeds of the Third Party Loan prior to the date of the
Coach Expansion Notice, together with interest thereon at an annual rate equal to the Interest Rate, from the date such Project Costs were funded with proceeds
of the Third Party Loan until paid hereunder, and (ii) all Coach Fixed Land Costs, other than the portion of the Coach Fixed Land Cost equal to the Option
Price (as defined in the Building C Lease) for the applicable Coach Expansion Premises, due and payable pursuant to the applicable terms of the Development
Agreement as of the date of the Coach Expansion Notice, which amount shall be paid pursuant to the first Draw Request submitted after the date of Coach
Expansion Notice which includes the computation of the amounts in clauses (i) and (ii) above. From and after the date of such Draw Request, the Coach
Member shall pay or cause to be paid (with Additional Capital Contributions or proceeds of the Coach Unit Loan), subject to and in accordance with the terms
of this Agreement and the Development Agreement, all Coach Total Development Costs allocable to the applicable Coach Expansion Premises incurred
thereafter and the balance of the Coach Fixed Land Costs for the applicable Coach Expansion Premises.
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