Coach 2013 Annual Report Download - page 130

“Permitted Estate/Family Transfer” shall mean a transfer (a) upon the death of an Indirect Owner to the estate of such Indirect Owner or to an inter
vivos trust established and Controlled by such Indirect Owner, (b) to the legal representative of an Indirect Owner in the event such Indirect Owner is no longer
legally competent to conduct his or her affairs, (c) upon the death of an Indirect Owner, to any beneficiary under the will of such Indirect Owner or any trust
established pursuant thereto, or (d) to the spouse, child, sibling or parent of an Indirect Owner.
“Person” shall mean any individual, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business
trust, cooperative or association, and the heirs, executors, administrators, legal representatives, successors and assigns of such person where the context so
admits.
“PILOST Agreement” shall mean that certain PILOST Agreement, dated as of the date hereof, by and between Legacy Tenant and the MTA, as the
same may be amended, restated or supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.
“PILOST” shall mean payments in lieu of sales and use taxes that would otherwise have been levied under the New York State Tax Law on the
tangible materials and equipment incorporated into the Land but for the exemption therefrom arising on account of the ownership of the Land by the MTA.
“PILOT” shall mean payments in lieu of taxes that are imposed on the Property and payable to the IDA, the Hudson Yards Infrastructure
Corporation or any other applicable taxing authority.
“PILOT Mortgage” shall mean, collectively, (a) that certain PILOT Leasehold Mortgage No. 1, dated as of the date hereof, made by Legacy Tenant
and the IDA, as mortgagors, to the IDA, as mortgagee, to secure the principal amount of $25,000,000.00, and intended to be recorded in the Register’s Office,
(b) that certain PILOT Leasehold Mortgage No. 2, dated as of the date hereof, made by Legacy Tenant and the IDA, as mortgagors, to the IDA, as mortgagee,
to secure the principal amount of $225,000,000.00, and intended to be recorded in the Register’s Office, and (c) that certain PILOT Leasehold Mortgage No. 3,
dated as of the date hereof, made by Legacy Tenant and the IDA, as mortgagors, to the IDA, as mortgagee, to secure the principal amount of $225,000,000.00,
and intended to be recorded in the Register’s Office, as each such Leasehold Mortgage was assigned by the IDA to HYIC pursuant an Assignment and
Assumption Agreement, dated as of the date hereof by and among The City of New York, the IDA and HYIC dated and intended to be recorded in the
Register’s Office, each encumbering the Property and securing Legacy Tenant’s obligation to pay PILOT to the IDA under the Agency Lease Agreement, as the
same may be amended, restated or supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.
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