Coach 2013 Annual Report Download - page 127

“Mortgage Loan Closing Costs” shall mean, collectively, any and all reasonable and actual third party costs and expenses incurred by Legacy
Tenant or the Company on or prior to the Construction Loan Closing Date to obtain the Mortgage Loan, including, without limitation, commitment fees, title
insurance costs and premiums for the mortgagee title policy and endorsements issued to the Mortgage Lender, the funding of initial reserves, legal fees and
disbursements, Mortgage Loan Agent’s and Mortgage Lender’s fees and expenses, brokerage fees, mortgage recording taxes, recording charges and all other
third party costs and expenses relating thereto, as shown on Schedule 4 attached hereto.
“Mortgage Loan Documents” shall mean, collectively, the Mortgage Note A-1, the Mortgage Note A-2, the Mortgage Loan Agreement, the Mortgage
Loan Guaranties, and each of the other documents set forth on Exhibit E-2 hereto, and any other agreements, instruments or certificates executed and delivered
in connection with the Mortgage Loan, as the same may be amended, restated or supplemented or otherwise modified from time to time in accordance with the
terms of this Agreement.
“Mortgage Loan Guaranties” shall mean, collectively, the Completion Guaranty, the Guaranty of Recourse Obligations, the Environmental Indemnity
Agreement, the Interest Payment Guaranty, and the Fund Member Guaranties made in favor of the Mortgage Loan Agent, for the benefit of the applicable
Mortgage Lender and described on Exhibit E-2 hereto, as the same may be amended, restated or supplemented or otherwise modified or replaced from time to
time in accordance with the terms of this Agreement.
“Mortgage Loan NDA” shall mean that certain Non-Disturbance Agreement, dated as of the date hereof, by and between the IDA, as senior creditor,
and the Mortgage Loan Agent, for the benefit of the Mortgage Lender, as junior creditor, with respect to the subordination of the mortgage(s) securing the
Mortgage Loan to the PILOT Mortgage, as the same may be amended, restated or supplemented or otherwise modified from time to time in accordance with the
terms of this Agreement.
“Mortgage Note A-1” shall mean, collectively, that certain Building Loan Promissory Note A-1 (Mortgage) and that certain Project Loan Promissory
Note A-1 (Mortgage), made by Legacy Tenant to the Third Party Lender, as the same may be amended, restated or supplemented or otherwise modified from
time to time in accordance with the terms of this Agreement.
“Mortgage Note A-2” shall mean, collectively, that certain Building Loan Promissory Note A-2 (Mortgage) and that certain Project Loan Promissory
Note A-2 (Mortgage), made by Legacy Tenant to the Coach Lender, as the same may be amended, restated or supplemented or otherwise modified from time to
time in accordance with the terms of this Agreement.
“MTA” shall mean the Metropolitan Transportation Authority, a body corporate and politic constituting a public benefit corporation of the State of
New York.
“MTA Completion Guaranty” shall mean that certain Tower C Building Completion Guaranty (Eastern Rail Yard Section of the John D. Caemmerer
West Side Yard), dated as of the date hereof, made by the Related/Oxford Guarantor in favor of the MTA, as the same may be amended, restated or
supplemented or otherwise modified from time.
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