Coach 2013 Annual Report Download - page 697

*** Confidential Treatment Requested
(d) In the event that this Agreement is terminated for any reason prior to the date on which the first installment of the Development Fee
is paid, then a portion of the Development Fee equal to the percentage of the Developer Work completed as of the date of such termination (which portion shall
be adjusted to offset any amounts owing from Developer, the Fund Member or the Related/Oxford Guarantor to the Coach Member in the case of any
termination by reason of a Developer default) shall be paid to Developer within thirty (30) days of such termination.
(e) The obligation of the Coach Member to pay the Development Fee pursuant to this Section 2.04 is guaranteed by the Coach
Guarantor subject to and in accordance with the Coach Guaranty.
Section 2.05 Additional Development Fee; Additional Work Costs. (a) If, from and after the date of this Agreement, the Coach Member shall
request that Developer perform, or cause to be performed, any Coach Finish Work (“ Additional Developer Work”), and Developer elects to perform and
performs, or causes to be performed, such Additional Developer Work, then (i) in addition to the Development Fee, in consideration for the performance of
such Additional Developer Work, the Coach Member shall pay to Developer a fee (the “Additional Development Fee”) equal to *** of all so-called “hard” costs
actually incurred by the Coach Member, or Developer on behalf of the Coach Member, in connection with the Additional Developer Work (without duplication
of any amounts otherwise included in Coach Total Development Costs) (“ Additional Developer Work Costs”), and (ii) the Additional Developer Work Costs
and any actual Developer overhead costs associated with the performance by Developer of such Additional Developer Work (provided, that such overhead
costs shall include only those costs of the type included herein as part of the Coach Overhead Costs, shall be without duplication of any amounts otherwise
included in Coach Overhead Costs, and shall be reasonably agreed upon by and between the Coach Member and Developer prior to commencement of the
Additional Developer Work) (the “Additional Overhead Costs”) shall be funded by the Coach Member or through the Coach Unit Loan as incurred by
Developer. The Additional Development Fee, Additional Developer Work Costs and the Additional Overhead Costs shall be paid in addition to, and separately
from, the Coach Total Development Costs and shall not be subject to the Coach Costs Cap.
(b) The Additional Development Fee shall be payable as follows:
(i) *** of the Additional Development Fee shall be paid promptly upon the commencement of the Additional Developer
Work;
(ii) *** of the Additional Development Fee will be paid monthly on a percentage of completion of the Additional Developer
Work basis until the Additional Developer Work is completed; and
(iii) the remaining *** of the Additional Development Fee will be earned and payable on the date on which the Coach Member
first commences occupying the Coach Unit for the normal conduct of business in the ordinary course.
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