Coach 2013 Annual Report Download - page 751

(b) Developer’s obligation to pay or caused to be paid to the Coach Member any amounts as required in this Section 13.05 is
guaranteed by the Related/Oxford Guarantor subject to and in accordance with the Related/Oxford Guaranty. Developer may not use the Coach Contingency or
any proceeds of the Coach Unit Loan to pay such amount to the Coach Member or to “cover” such amount.
Section 13.06 Developer’s Obligation to Discharge Liens and Remove Violations After the Closing . Developer shall cause to be bonded or
removed any liens or other Encumbrances (other than Permitted Encumbrances) filed or recorded against the Coach Unit after the Closing by any Person
performing Developer Work or any Base Building Work, or by any Person asserting a claim against Developer, Legacy Tenant or the Building C JV with
respect thereto, in each case within thirty (30) days of the filing thereof. In addition, Developer shall proceed with due diligence to cause to be removed all
Developer Violations which are noticed or filed against the Building after the Closing. Developer’s obligations under this Section 13.06 are guaranteed by the
Related/Oxford Guarantor subject to and in accordance with the Related/Oxford Guaranty. Developer may not use the Coach Contingency or any proceeds of
the Coach Unit Loan to pay such amount to the Coach Member or to “cover” such amount.
Section 13.07 Survival. The provisions of this Article 13 shall survive the Closing and the termination of this Agreement.
ARTICLE 14.
DISPUTE RESOLUTION
Section 14.01 Dispute Resolution. (a) If a dispute arises that the parties are unable to resolve and for which this Agreement provides resolution
by Arbitration or pursuant to the provisions of this Article 14, then, in any such case, the Coach Member or Developer shall present the dispute to the arbiters
identified in Exhibit X-1 attached hereto (each, an “Arbiter”), who are listed in the order of priority (i.e., the second individual serves only if the first is not
available and the third individual serves only if the first and second are not available) and who will resolve the dispute as provided in this Article 14;
provided, that if this Agreement provides that a dispute is to be resolved by a Work Dispute Arbiter, then the Coach Member or Developer shall present the
dispute to the arbiters identified in Exhibit X-2 attached hereto (each, a “Work Dispute Arbiter”), who are listed in the order of priority (i.e., the second
individual serves only if the first is not available and the third individual serves only if the first and second are not available) and who will resolve the dispute
as provided in this Article 14. If one from among the panel of Arbiters (or Work Dispute Arbiters) resigns or becomes unable to serve hereunder, a successor
individual shall be selected by the parties hereto. Except during the pendency of an arbitration proceeding pursuant to the procedures contained herein, either
party may, by written notice to the other, disqualify any of the Arbiters or Work Dispute Arbiters for reasonable cause and propose additional arbitrators to be
Arbiters or Work Dispute Arbiters to be agreed upon by the parties hereto.
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