Coach 2013 Annual Report Download - page 131

“Plans” shall have the meaning ascribed thereto in the Development Agreement.
“POA” shall mean, collectively, the Owners’ Association Declaration and the Owners’ Association Agreement.
“Podium” shall have the meaning ascribed to such term in the Development Agreement.
“Podium Fund JV” shall mean Podium Fund Investments LLC, a Delaware limited liability company.
“Podium Fund MM” shall mean Podium Fund MM LLC, a Delaware limited liability company.
“Pre-Development Costs” shall mean all of the costs and expenses incurred by or on behalf of Legacy Tenant or the Company on or prior to the
Construction Loan Closing Date relating to the design, permitting, and pre-development of the Building, including, without limitation, architectural and
engineering fees, legal fees, construction consultants costs, costs incurred in connection with the formation of the Company and its authority to conduct
business in the State of New York, title insurance premiums for the owner’s policy for Legacy Tenant, the mortgagee policy for or for the benefit of the
Mortgage Lender and the UCC policy for or for the benefit of the Mezzanine Lender, and certain other Construction Loan Closing Costs incurred by or on
behalf of Legacy Tenant, Legacy Mezzanine or the Company and allocated to the Members, all as set forth on Schedule 5 attached hereto; it being
acknowledged and agreed that the Fund Member shall be responsible for the payment of its legal fees and all Construction Loan Closing Costs payable solely
with respect to the Third Party Loan and the Coach Member shall be responsible for the payment of its legal fees and all Construction Loan Closing Costs
payable solely with respect to the Coach Unit Loan.
“Proceeding” shall have the meaning set forth in Section 8.3(a).
“Profits” and “Losses” shall mean, for each Fiscal Year, an amount equal to the Company’s taxable income or loss for such Fiscal Year, determined
in accordance with Code Section 703(a) (for these purposes, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code
Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:
(i) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or
Losses shall be added to such taxable income or loss;
(ii) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures
pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses shall be subtracted from such
taxable income or loss;
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