Coach 2013 Annual Report Download - page 124

“Loading Dock Unit” shall mean the “Loading Dock Unit” as defined in the Condominium Declaration and as shown on the Floor Plans.
“Loan” shall mean, individually or collectively, as the context requires, any loan or loans made to the Company, but excluding any Member Loans.
“Loan Documents” shall mean, collectively, the Mortgage Loan Documents and the Mezzanine Loan Documents.
“Major Event” shall mean either of the following occurring before the Closing: (a) fire or other casualty causing damage or destruction to the
Building; or (b) the giving of official notice by a Government Entity of a condemnation or taking under the power of eminent domain of any part of the
Property; which, in either case, is so substantial that (i) restoration or reconstruction is not economically practicable (with or without insurance proceeds or
condemnation awards), as determined by the Members, and (ii) the Company elects to abandon construction of the Building, Legacy Tenant and
Related/Oxford Guarantor are released from their respective obligations under the Mortgage Loan Documents, the Building C Lease Documents and the MTA
Completion Guaranty to complete construction of the Building, and Legacy Mezzanine and Related/Oxford Guarantor are released from their respective
obligations under the Mezzanine Loan Documents to complete or cause the completion of the construction of the Building.
“Major Decision” shall have the meaning set forth in Section 7.2(b).
“Management Change Event” shall have the meaning set forth in Section 7.7(a).
“Material Adverse Effect” shall mean a fact or circumstance which materially and adversely affects the ownership, operation and/or use of, or access
to, the Coach Unit for its intended or permitted purpose.
“Material Litigation” shall mean any litigation that is not commenced by or against the Coach Member or any of its Affiliates which (a) affects the
Coach Unit, (b) is reasonably likely to be adversely determined against the Company, any of its Subsidiaries, Developer, the Executive Construction
Manager, Related or Oxford Guarantor, or any of their respective Affiliates, and (c) if adversely determined, (i) would not be covered in full by an insurance
policy which is in effect (other than for any deductible which may apply) or (ii) is reasonably likely to have a Material Adverse Effect.
“Member” and “Members” shall have the meaning set forth in the preamble.
“Member Indemnified Person” shall have the meaning set forth in Section 8.4.
“Member Indemnitor” shall have the meaning set forth in Section 8.4.
“Member Loan” shall have the meaning set forth in Section 4.3(b).
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