Coach 2013 Annual Report Download - page 162

(d) The Disputing Party and Other Disputing Party shall each be entitled to present additional evidence and arguments to the Arbiter
(in addition to the initial written statements described above) in accordance with procedures, if any, determined by the Arbiter, which procedures shall be
implemented by the Arbiter so as to cause the time deadlines set forth below to be met. All evidence and arguments must be presented to the Arbiter within five
(5) Business Days after the expiration of the five (5) Business Day period described in Section 3.10(c) above. The Arbiter shall in all events render its decision
by the later of (i) ten (10) Business Days after receipt of the second initial statements of the Other Disputing Party pursuant to Section 3.10(c) above or (y)
seven (7) Business Days after all evidence and arguments have been presented under this Section 3.10(d). The Arbiter shall issue a single written decision
stating, in reasonable detail, the basis for its decision. The Arbiter shall allocate the costs of the Dispute (including the costs of the arbitration, any expert
witnesses and reasonable attorney’s fees) between the Disputing Parties as it deems appropriate and shall set forth such cost allocation in its decision. Although
the Arbiter cannot vary the terms of this Agreement, the decision of the Arbiter need not accept, in its entirety, the position(s), or the specific cost allocations,
advanced by any one Disputing Party. The Arbiter’s decision shall be conclusive and binding on all Parties to the Dispute and shall be confirmable in a court
of competent jurisdiction.
(e) The Company shall not cause or permit Developer to stop the design or construction of the Building during the pendency of any
dispute, except for any aspects of the work at issue in the dispute if any work performed might have to be changed depending on the resolution of the
Arbitration.
(f) Proceedings before or involving dispute resolution under this Section 3.10 in and of themselves shall not constitute events of Force
Majeure.
(g) No dispute or matter arising under this Agreement shall be subject to resolution under this Section 3.10 unless this Agreement
provides for such dispute or matter to be resolved by Arbitration under this Section 3.10.
(h) The decision of the Arbiters with respect to the allocation of fees incurred in any Arbitration shall be final and binding on all
parties to the Arbitration.
(i) The provisions of this Section 3.10 shall survive the Closing and the withdrawal of the Coach Member from the Company.
3.11. Municipal Incentives.
(a) The Members acknowledge that Legacy Tenant has entered into the IDA Documents, and that the Building is intended to be
designed and constructed in accordance with the terms thereof in order for Legacy Tenant to receive benefits under UTEP. The Members further acknowledge
and agree that Legacy Tenant is required to pay PILOT to the IDA or the HYIC pursuant the Agency Lease Agreement and during any period in which the
Agency Lease Agreement is not in effect, to the MTA pursuant to Section 4.11 of the Building C Lease, and that all such PILOT payments shall be a Project
Cost and allocated to the Members in accordance with the terms of the Cost Allocation Methodology. The Members further acknowledge and agree that, during
the term of the Construction Loan, PILOT payments will be funded to a reserve held by the Mortgage Loan Agent or Mezzanine Loan Agent for payment of
PILOT to the IDA or HYIC, or to the MTA, as applicable, in accordance with the terms of the IDA Documents, pursuant to the terms of the Loan Documents.
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