Coach 2013 Annual Report Download - page 117

“Construction Loan Closing” shall mean the closing of the Construction Loan and the funding of the first draw of proceeds under the Mortgage Loan
and the Mezzanine Loan on the date hereof.
“Construction Loan Closing Costs” shall mean, collectively, the Mortgage Loan Closing Costs and the Mezzanine Loan Closing Costs.
“Construction Loan Closing Date” shall mean the day on which the Construction Loan Closing shall occur.
“Construction Loan Closing Day Transactions” shall have the meaning ascribed thereto in Section 1.11.
“Construction Loan Funding Phase” shall have the meaning ascribed thereto in the Development Agreement.
“Construction Loan Guaranties” shall mean, collectively, the Mortgage Loan Guaranties and the Mezzanine Loan Guaranties.
“Construction Manager” shall have the meaning ascribed thereto in the Development Agreement.
“Construction Management Agreement ” shall have the meaning ascribed thereto in the Development Agreement.
“Consultant” shall have the meaning ascribed thereto in the Development Agreement.
“Contributing Member” shall have the meaning set forth in Section 4.3(a).
“Control” shall mean the possession, directly or indirectly, of the power to direct (or cause the direction of) the management and policies of a Person,
whether through the ownership of voting securities or other ownership interest, by contract or otherwise, provided that the fact that such power may be subject
to certain approval or veto rights in favor of one or more other Persons shall not ipso facto be deemed to mean that the Person possessing such power lacks
Control of the Person in question for purposes hereof. “Controlled” and “Controlling” each have the meanings correlative thereto.
“Cost Allocation Methodology” shall have the meaning ascribed thereto in the Development Agreement. The parties hereto have approved the Cost
Allocation Methodology.
“Deed” shall have the meaning set forth in Section 3.8(e)(i).
“Declaration of Easements” shall mean that certain Declaration of Easements (Eastern Rail Yard Section of the John D. Caemmerer West Side Yard)
made by the Metropolitan Transportation Authority, dated as of May 26, 2010, and recorded in the Register’s Office on June 10, 2010 as City Register File
No. (CRFN) 2010000194078, as amended by that certain First Amendment to Declaration of Easements made by Metropolitan Transportation Authority,
dated as of the date hereof, and intended to be recorded in the Register’s Office.
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