Coach 2013 Annual Report Download - page 140

3.4. Financing of the Construction of the Project; Funding; Etc.
(a) Simultaneously herewith, the Company has (i) caused Legacy Tenant to enter into the Mortgage Loan Documents, pursuant to
which the Mortgage Lender has agreed to make the Mortgage Loan to Legacy Tenant, and (ii) caused Legacy Mezzanine to enter into the Mezzanine Loan
Documents, pursuant to which the Mezzanine Lender has agreed to make the Mezzanine Loan to Legacy Mezzanine, which will be funded by the Coach
Lender in an aggregate amount equal to the Coach Unit Loan and by the Third Party Lender in an aggregate amount equal to the Third Party Loan. The Coach
Lender has satisfied both the Fund Member and the Third Party Lender of the financial capability of the Coach Lender to fulfill all of its funding obligations
under the Loan Documents with respect to the Coach Unit Loan. The Third Party Lender has satisfied both the Coach Member and the Coach Lender of the
financial capability of the Third Party Lender to fulfill all of its funding obligations under the Loan Documents with respect to the Third Party Loan. Without
limiting its obligations hereunder or under the Development Agreement, but subject to the provisions of Section 6.1(e), Section 8.4 and Article 10, the Coach
Member acknowledges and agrees that it shall be responsible for the repayment of the Coach Unit Loan, including the payment, when due, of all interest
thereon and all other amounts payable to the Coach Lender or otherwise with respect to the Coach Unit Loan. Without limiting its obligations hereunder, but
subject to the provisions of Section 6.1(e), Section 8.4 and Article 10, the Fund Member shall be responsible for the repayment of the Third Party Loan,
including the payment, when due, of all interest thereon and all other amounts payable to the Third Party Lender or otherwise with respect to the Third Party
Loan. Nothing contained in this Section 3.4(a) shall limit the rights or remedies of either Member with respect to any breach by the other Member of its
obligations under this Agreement.
(b) All Project Costs of any and every kind or nature which constitute Coach Total Development Costs, including, without
limitation, the Coach Fixed Land Cost, and all other amounts otherwise payable by the Coach Member under this Agreement or the Development Agreement,
shall be paid and funded by the Coach Member, as a Capital Contribution or from the proceeds of the Coach Unit Loan, subject to the terms and conditions
of this Agreement and the Development Agreement (including, as applicable, the Coach Costs Cap), and all other Project Costs of any and every kind or
nature shall be paid or funded by the Fund Member, as a Capital Contribution or from the proceeds of the Third Party Loan. Without limiting the obligation
of the Coach Member to pay the Coach Fixed Land Costs and the other Coach Total Development Costs or any other amounts payable by the Coach Member
hereunder or under the Development Agreement, the Fund Member shall pay or caused to be paid, as a Capital Contribution or from the proceeds of the Third
Party Loan, all rent and other payments due to the MTA under the Building C Lease, the payment to the MTA of the applicable Option Price to acquire fee title
to the Coach Unit and to otherwise cause the Closing to occur on the terms and subject to the conditions set forth herein.
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