Coach 2013 Annual Report Download - page 744

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Section 10.06 Holdbacks and Escrows. As more particularly set forth in the Operating Agreement, at Closing, the Coach Member shall (a) be
entitled to holdback from its payment of the Coach Total Development Costs an amount equal to the product of (i) 125% and (ii) the reasonably estimated cost
to complete the items set forth in the Punch List, which funds will be released as such Punch List Work is completed (with the balance, if any, being paid
upon final completion of all Punch List Work), and (b) deposit into an escrow account a portion of the Coach Total Development Costs equal to 105% of the
cost of all disputed items of Coach Total Development Costs as of the Closing Date (not in excess of $12,500,000), which funds will be released as such
dispute(s) are resolved as provided in Section 10.01(e).
Section 10.07 Cap on Coach Total Development Costs. Notwithstanding anything to the contrary contained herein or in the Operating
Agreement, in no event shall the Coach Total Development Costs payable by Coach (whether pursuant to this Agreement or the Operating Agreement or
otherwise) exceed the maximum aggregate sum of (a) the Coach Fixed Land Cost plus (b) the product of (i) *** multiplied by (ii) the total rentable square feet
of the Coach Unit (which will include, for the avoidance of doubt, and without duplication, (A) the total rentable square feet of Office Unit 2A, if the Coach
Expansion Right is exercised with respect to Office Unit 2A, or (B) the total rentable square feet of Office Unit 2A and Office Unit 2B, if the Coach
Expansion Right is exercised with respect to Office Unit 2A and Office Unit 2B) plus (c) subject to the provisions of Section 3.06 and Section 3.07, the
aggregate net Total Coach Change Costs (if the same is a positive amount) (such sum, the “Coach Costs Cap”). The parties acknowledge and agree that the
Coach Total Development Costs shall not include any interest and other financing costs pertaining solely to the Coach Unit Loan (i.e., commitment fees, title
insurance premiums payable with respect to the Coach Lender’s title policy, the Coach Lender’s legal fees and disbursements, and interest on the Coach Unit
Loan), and that the Coach Member shall be responsible for such costs and expenses outside of the Coach Costs Cap. In addition, the parties acknowledge and
agree that with respect to the items set forth on Exhibit O attached hereto (the “Coach TI Items”), the actual cost of each Coach TI Item shall be included in
Coach Total Development Costs and the Budget contains allowances therefor (which are reflected in the budgeted figure for Coach Total Development Costs set
forth in Section 10.01(a)), but that any excess of the actual costs thereof in the aggregate over the aggregate of such allowances shall not be subject to the Coach
Costs Cap. The provisions of this Section 10.07 shall survive the Closing and the termination of this Agreement.
Section 10.08 Coach Fixed Land Cost. (a) On or prior to the date hereof, the Coach Member has funded, as part of its Initial Capital
Contribution (as defined in the Operating Agreement) to the Building C JV or from the proceeds of the Coach Unit Loan, an amount equal to *** (subject to
Section 10.01(i)) of the Coach Fixed Land Cost as of the date hereof. Subject to Section 10.01(i), the Coach Member shall pay, or cause the Coach Lender to
advance Coach Unit Loan proceeds to pay, as part of the Coach Total Development Costs, the balance of the Coach Fixed Land Cost as follows:
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