Coach 2013 Annual Report Download - page 129

“Oxford” shall mean Oxford Hudson Yards LLC, a Delaware limited liability company, together with its permitted successors and assigns.
“Oxford Guarantor” shall mean OP USA Debt Holdings Limited Partnership, an Ontario limited partnership, together with its permitted successors
and assigns.
“Parking Unit” shall mean the “Parking Unit” as defined in the Condominium Declaration and as shown on the Floor Plans, which is intended to be
operated exclusively on a valet basis.
“PDF” shall have the meaning set forth in Section 14.12.
“Percentage Interest” shall mean, (a) as of the date hereof until the Condominium Declaration is filed (unless the Coach Expansion Right is exercised),
with respect to each Member, the percentage interest indicated for such Member on Schedule 1 attached hereto, (b) if the Coach Expansion Right is exercised
prior to the date on which the Condominium Declaration is recorded, (i) 59.69% with respect to the Fund Member and 40.31% with respect to the Coach
Member if the Coach Expansion Right is exercised pursuant to Section 3.3 with respect to Office Unit 2A and (ii) 57.51% with respect to the Fund Member
and 42.49% with respect to the Coach Member if the Coach Expansion Right is exercised pursuant to Section 3.3 with respect to Office Unit 2A and Office
Unit 2B and (c) from and after the date on which the Condominium Declaration is filed until the Closing, such Member’s percentage interest in the Common
Elements, as specified in the recorded Condominium Declaration.
“Permitted Encumbrances” shall mean, (a) the Coach Severed Mortgage or any other mortgage, pledge or security instrument made by the Coach
Member (or any of its Affiliates) encumbering all or any portion of the Coach Unit or the Coach Member’s (or the Coach Designee’s) interest therein, (b) any
lease entered into by the Coach Member (or the Coach Designee) and the IDA and any mortgage made by the Coach Member (or the Coach Designee) in favor
of the IDA; (c) the Condominium Documents, (d) the Highline Easement, (e) the Restrictive Declarations, (f) the MTA Project Documents (other than, from
and after the Closing, the Building C Lease Documents), (g) the ZLDA, (h) those certain other encumbrances and title matters described on Exhibit F attached
hereto, (i) easements, covenants, conditions and restrictions for utilities for the Building which are customary and reasonably necessary for the provision of
utilities to the Building, provided that in each case the same shall not adversely affect in any material respect the value, ownership, operation and/or permitted
use of, or access to, the Coach Unit for its intended purposes or the rights or obligations of the Coach Member (or Coach Designee) as owner of the Coach
Unit, (j) easements, covenants, conditions and restrictions which are required by the MTA pursuant to the MTA Project Documents or any governmental
authorities, including, without limitation, any utility agreements and vault agreements, provided that in each case the same does not adversely affect or would
reasonably be expected to adversely affect in any material respect the value, ownership, operation and/or permitted use of, or access to, the Coach Unit for its
intended purposes or the rights or obligations of the Coach Member (or Coach Designee) as owner of the Coach Unit, and (k) such other title matters,
encumbrances, covenants, conditions and restrictions which are granted by the Coach Member (or the Coach Designee, as applicable) or which are approved
by the Coach Member in writing, which approval shall not be unreasonably withheld, conditioned or delayed, provided that the Coach Member shall have the
right to approve or disapprove in its sole and absolute discretion any other title matter, encumbrance, covenant, condition or restriction that adversely affects
in any material respect the value, ownership, operation and/or permitted use of, or access to, the Coach Unit for its intended purposes or the rights or
obligations of the Coach Member (or Coach Designee) as owner of the Coach Unit.
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