Coach 2013 Annual Report Download - page 114

“Coach Matters of CL Concern” shall mean: (a) the creditworthiness of any replacement for the Third Party Lender or any additional lender
providing financing for the development and construction of the Project, and its qualification as an Institutional Lender or other approval by the MTA under or
pursuant to the relevant MTA Project Documents; (b) the sufficiency to complete the Project of the unfunded proceeds of the Construction Loan (or any
replacement or additional financing), taking into account the amount of all equity contributions required to be paid or funded by the Coach Member and the
Fund Member pursuant to the terms of this Agreement and the Development Agreement (the availability of which is evidenced to the Coach Member’s
reasonable satisfaction) and all Fund Member Equity Commitments; (c) any modification or change to the draw procedures or other conditions to the
obligation of the Third Party Lender under the Loan Documents (and the draw procedures or other conditions to the obligation of any replacement or additional
lender under its loan documents) to fund the proceeds of the Third Party Loan (or such replacement or additional financing), including, any modification or
change to the Loan Documents (and any terms of the loan documents of any replacement or additional lender) permitting the Third Party Lender (or such
replacement or additional lender) to cease funding by reason of any cross-default, “MAC clause” or similar provisions, it being agreed that customary
construction loan draw procedures and deliveries shall be permitted; (d) any modification or change to any events of default (or conditions to funding) under
the Loan Documents (and any events of default or conditions to funding under the loan documents for any replacement or additional financing) which would
permit the Third Party Lender (or the applicable replacement or additional lender) to declare an event of default or cease to fund the proceeds of the Third Party
Loan (or the applicable replacement or additional financing) as a result of events or occurrences that are extrinsic to the Project; (e) any modification or change
to any construction milestone dates set forth in the Loan Documents (and any construction milestone dates set forth in the loan documents for any replacement
or additional financing) that if not achieved trigger a default thereunder (other than milestone dates and any modification or change thereto that are consistent
with the milestone dates set forth in or established pursuant to the Development Agreement); (f) any modification or change to the unit release provisions of the
Loan Documents (and the unit release provisions set forth in the loan documents for any replacement or additional financing) relating to or otherwise affecting
the Coach Unit; (g) any modification or change to the mortgage severance and assignment provisions of the Loan Documents (and the mortgage severance and
assignment provisions of the loan documents for any replacement or additional financing) as they relate to the Coach Member’s right or ability to obtain and
assume the Coach Severed Loan as provided herein; (h) any modification or change to the Loan Documents limiting (and the terms of the loan documents for
any replacement or additional financing regarding) the availability of casualty proceeds for restoration; (i) the consistency of any modification or change to the
Loan Documents (and the terms of the loan documents for any replacement or additional financing) with the terms of this Agreement; (j) any modification or
change to the recourse carveouts under the Loan Documents (and the recourse carveouts under the loan documents for any replacement or additional
financing); and (k) any modification or change to the obligations of the Third Party Lender under the Loan Documents (and any obligation of a replacement or
additional lender under its loan documents) that is inconsistent in any material respect with the terms of this Agreement or the Development Agreement.
“Coach Member” shall have the meaning set forth in the preamble.
“Coach Member’s Knowledge” shall mean the actual knowledge, without any imputation of knowledge of other people and without any duty of
investigation, of Todd Kahn or Mitchell L. Feinberg.
“Coach Mezzanine Loan” shall mean that portion the Mezzanine Loan evidenced by Mezzanine Note A-2, to be advanced by the Coach Lender
pursuant to the Mezzanine Loan Documents in respect of Coach Total Development Costs , including, without limitation, all interest thereon and all amounts
payable with respect thereto in accordance with the terms of the Mezzanine Loan Documents.
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