Coach 2013 Annual Report Download - page 728

(d) Without limiting the obligations of Developer under Section 6.02, if Developer shall (i) fail to deliver any Block in its Delivery
Condition to the Coach Member on or prior to the date specified for such delivery on the Block Delivery Schedule or (ii) fail to complete or cause to be
completed any Major Milestone Event on or prior to the applicable Major Milestone Outside Date or (iii) otherwise delay (in violation of this Agreement) the
Coach Member’s completion of the Coach Finish Work, then (A) the Coach Member shall have the right to take any actions and incur any expenses
(including, without limitation, the expenditure of additional monies and the performance of overtime work) which the Coach Member believes in good faith
would reasonably be expected to mitigate any delay to the Coach Finish Work resulting from Developer’s failure to so deliver any such Block, complete or
cause the completion of any Major Milestone Event on or prior to the applicable Major Milestone Outside Date, or Developer otherwise delaying (in violation of
this Agreement) the Coach Member’s completion of the Coach Finish Work, and any and all such actual out-of-pocket expenses so incurred by the Coach
Member shall be reimbursed by Developer within ten (10) days of the Coach Member’s demand therefor, and (B) Developer shall pay to the Coach Member all
Coach Holdover Costs and other actual out-of-pocket losses, costs, expenses and damages (but not any punitive, speculative or special damages) resulting
from the Coach Member’s inability to perform or complete timely the Coach Finish Work and occupy timely the Coach Unit as a result of any such delay ,
such payment to be due as and when incurred and within ten (10) days after demand by the Coach Member (such payments to be made timely within such
time periods without regard to the existence or pendency of any dispute with respect thereto as provided below, but subject to true-up based on the resolution of
any such dispute, if applicable). The obligation of Developer to make the payments set forth in this Section 8.02(d) is guaranteed by the Related/Oxford
Guarantor subject to and in accordance with the Related/Oxford Guaranty, and n either the Coach Contingency nor any portion of the Coach Unit Loan may be
used to pay such amount to the Coach Member or to “cover” such amount. Nothing contained in this Section 8.02(d) shall in any way limit any rights or
remedies of the Coach Member set forth in this Agreement or the Operating Agreement or otherwise with respect to any such delay or affect any of Developer’s
obligations to the Coach Member with respect thereto (except to the extent any such delay is actually mitigated or eliminated). Any dispute regarding whether (x)
the Coach Member’s mitigation efforts were made in good faith or (y) the incurrence by the Coach Member of costs (but not the amount thereof) in connection
therewith was reasonable giving due regard to the nature of the delay in question or (z) with respect to a claim under clause (iii) above, whether Developer has
otherwise delayed the Coach Member’s completion of the Coach Finish Work in violation of this Agreement, in each case shall be submitted to Arbitration
pursuant to the provisions of Article 14.
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