Coach 2013 Annual Report Download - page 136

“Third Party Mortgage Loan” shall mean that portion of the Mortgage Loan evidenced by Mortgage Note A-1, to be advanced by the Third Party
Lender pursuant to the Mortgage Loan Documents , including, without limitation, all interest thereon and all amounts payable with respect thereto in
accordance with the terms of the Mortgage Loan Documents.
“Title Company” shall mean, collectively, First American Title Insurance Company, Stewart Title Insurance Company, Old Republic Title
Insurance Company, and Fidelity National Title Insurance Company.
“Title Defect” shall mean any Encumbrance that is recorded against or otherwise affects title to the Coach Unit and that is not a Permitted
Encumbrance.
“Title Insurance Commitment” shall mean a commitment from the Title Insurer to issue an owner’s policy of title insurance (on NYBTU current
form) insuring the fee simple title to the Coach Unit free of all Encumbrances other than the Permitted Encumbrances.
“Title Insurer” shall mean a nationally recognized title insurance company licensed to do business in the State of New York selected by the Coach
Member.
“Transfer” shall have the meaning set forth in Section 9.1(a).
“Transfer Tax Forms” shall have the meaning set forth in Section 3.8(e)(iii).
“Units” shall mean, collectively, the Coach Unit, the Additional Office Units, the Retail Unit, the Parking Unit, the Ancillary Unit, the Destination
Retail Access Unit and the Loading Dock Unit. Each of the Units is referred to herein as a “ Unit”.
“UTEP” shall mean the Third Amended and Restated Uniform Tax Exemption Policy of the New York City Industrial Development Agency, as
approved by the Board of Directors of New York City Industrial Development Agency on August 3, 2010, as amended, and as further amended, modified or
supplemented from time to time by the Board of Directors of New York City Industrial Development Agency.
“Violations” shall have the meaning ascribed thereto in the Development Agreement.
“ZLDA” shall mean that certain Zoning Lot Development Agreement (Eastern Rail Yard Section of the John D. Caemmerer West Side Yard), dated as
of the date hereof, made by the MTA and intended to be recorded in the Register’s Office.
2.2. Other Definitional Provisions.
(a) As used in this Agreement, (i) accounting terms not defined in this Agreement, and accounting terms partly defined to the extent
not defined, shall have the respective meanings given to them under GAAP, and (ii) terms defined in the Act and not otherwise defined in this Agreement shall
have the respective meanings given to them under the Act.
(b) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, and section, subsection and exhibit references are to this Agreement unless
otherwise specified.
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