Coach 2013 Annual Report Download - page 152

(c) Right to Waive Conditions. Each of the Coach Member and the Fund Member shall have the right to waive compliance by the
Company and/or any other Member with any of the conditions to its obligation to consummate the Closing pursuant to this Agreement. Any such waiver must
be in writing and must refer specifically to the condition (or matter) being waived. However, if the Closing occurs, the conditions in Sections 3.8(a) and (b)
shall be deemed to have been satisfied whether or not specifically waived in writing (unless otherwise agreed to by the Members in writing at that time).
(d) Closing and Closing Date. Subject to the provisions of this Section 3.8(d), the Closing shall take place at 10:00 a.m. at the offices
of the Construction Lender’s counsel located in New York, New York or another location in New York, New York to be agreed upon by the Coach Member
and the Fund Member, on a Business Day agreed to by the Coach Member and the Fund Member in writing at least ten (10) days but not later than thirty (30)
days after the conditions set forth in Sections 3.8(a) and 3.8(b) are satisfied (excepting those conditions which may be satisfied on the Closing Date).
(e) Fund Member’s Closing Deliveries. Subject to the terms of this Agreement, at the Closing the Fund Member shall cause the
Company to execute and deliver, or, as appropriate, cause Developer, Legacy Tenant or the MTA to execute and deliver, to the Coach Member, the following:
(i) a recordable condominium unit deed to the Coach Unit, in the form attached hereto as Exhibit H, duly executed and
acknowledged by the MTA, conveying fee title in and to the Coach Unit to the Coach Member or the Coach Designee (the “ Deed”);
(ii) an assignment of the Coach Severed Mortgage Loan and the Coach Severed Mortgage Loan Documents, together with an
affidavit under Section 275 of Article 8 of the Real Property Law of the State of New York (so as to permit the Coach Member or Coach Designee, as
applicable, to enjoy a mortgage recording tax credit, in connection with such assignment, to the extent of Coach’s Allocable Share of mortgage recording tax
paid by the Coach Member in connection with the recording of the mortgages securing the Mortgage Loan), and an assignment of the Coach Severed
Mezzanine Loan and the Coach Severed Mezzanine Loan Documents;
(iii) such transfer tax returns and forms required to be filed in connection with recordation of the Deed or any other agreement
or instrument executed in connection with the Closing to be recorded in the Register’s Office (collectively, the “ Transfer Tax Forms”);
(iv) such title affidavits or indemnities (if any) as the Title Insurer shall reasonably require to cause any title insurance
policy issued to the Coach Member and its lender(s) with respect to the Coach Unit or the Coach Severed Mortgage Loan to have as exceptions to coverage only
Permitted Encumbrances;
(v) a certificate of non-foreign status pursuant to Section 1445 of the IRC Code, duly executed and acknowledged by the
MTA, in the form attached hereto as Exhibit I;
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