Coach 2013 Annual Report Download - page 143

3.5. Construction of the Project; Guarantees
(a) Subject to the provisions of this Agreement and the Development Agreement, including, without limitation, the provisions hereof
and thereof with respect to the rights of one or more Members or the Coach Member, as the case may be, to grant or withhold its consent or approval,
including, without limitation, pursuant to Section 7.2, and the terms of Section 7.7, the Fund Member, in the name of and on behalf of the Company, at the
Fund Member’s sole cost and expense (except to the extent any such cost and expense is included in Coach Total Development Costs, subject, however, to the
Coach Costs Cap, or is otherwise required to be paid by the Coach Member pursuant to the provisions of this Agreement or the Development Agreement), shall
have the authority and the obligation to do or cause to be done each and all of the following:
(i) cause the Company to design, develop and construct, or cause to be designed, developed and constructed on behalf of the
Company and Legacy Tenant, the Building and in accordance with all applicable Laws, the Plans and the provisions of this Agreement, the Development
Agreement, the Development Management Agreement and the Loan Documents;
(ii) cause the Company to obtain or cause to be obtained on behalf of Legacy Tenant such licenses and permits as are
necessary or appropriate for the design, construction, and occupancy of the Building;
(iii) comply, and cause the Company and Legacy Tenant to comply with all the Laws applicable to the Project and, in the
case of the Company, all Laws applicable to the Company and its Subsidiaries;
(iv) cause the Company to comply and cause its Subsidiaries to comply with the Project Documents;
(v) cause the Company to comply and cause Legacy Tenant to comply with the terms of the Mortgage Loan Documents, the
Development Management Agreement, the Executive Construction Management Agreement, and all other agreements to which Legacy Tenant is a party,
including, without limitation, any design, development or construction agreements (such compliance to include, without limitation, the preparation,
processing, and approval of Draw Requests, the payment of contractors and consultants, and the design and construction of the Building);
(vi) cause the Company to comply and cause Legacy Mezzanine to comply with the terms of the Mezzanine Loan Documents
and all other agreements to which Legacy Mezzanine is a party;
(vii) cause Legacy Tenant to select, or cause Developer or the Executive Construction Manager to select, and hire, engage,
administer, monitor and supervise, or cause Developer or the Executive Construction Manager to hire, engage, administer, monitor and supervise, the services
of, the Project Architect, all engineers, the Construction Manager, and all contractors, materialmen, suppliers and consultants with respect to the design,
development and construction of the Building, and to delegate authority to Developer and/or the Executive Construction Manager to hire, engage, administer,
monitor and supervise such Persons pursuant to the Development Management Agreement or the Executive Construction Management Agreement, as
applicable;
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