Coach 2013 Annual Report Download - page 163

(b) Relief from sales and use tax has been obtained from the City of New York with respect to the improvements to be constructed on
the Land as evidenced by the PILOST Agreement executed by Legacy Tenant the date hereof pursuant to Section 4.11 of the Building C Lease, and that certain
Letter executed by the MTA on July 24, 2012. The Members acknowledge and agree that Legacy Tenant is required to pay PILOST to the MTA pursuant to
the PILOST Agreement, and that all such PILOST payments shall be a Project Cost and allocated to the Members in accordance with the terms of the Cost
Allocation Methodology. The Members further acknowledge and agree that, during the term of the Construction Loan, PILOST payments will be funded to a
reserve held by the Mortgage Loan Agent or Mezzanine Loan Agent for payment of PILOST to the MTA in accordance with the terms of the PILOST
Agreement, pursuant to the terms of the Loan Documents.
ARTICLE 4
CAPITALIZATION OF THE COMPANY
4.1. . As of the date hereof, each Member has made the Capital Contribution specified on attached hereto
as such Member’s “Initial Capital Contribution” (such Capital Contribution made by each Member being referred to in this Agreement as such Member’s
“Initial Capital Contribution”).
4.2. Additional Capital Contributions. The Members shall make Additional Capital Contributions as follows:
(a) On and after the date hereof, as and when required pursuant and subject to the terms of the Development Agreement or this
Agreement (including, without limitation, the Coach Costs Cap and any amounts that are the responsibility of Developer under the Development Agreement),
the Coach Member shall fund equity, or shall cause the Coach Lender to fund the proceeds of the Coach Unit Loan, for the payment of the Coach Total
Development Costs and any other amounts required to be paid by the Coach Member pursuant to this Agreement or the Development Agreement (taking into
account any and all amounts previously funded by the Coach Member or Coach Lender, including a portion of the Coach Member’s Initial Capital
Contribution as set forth in Section 4.1). Without limiting the foregoing, the obligations of the Coach Member described in this Section 4.2(a) shall not be
conditioned upon or contingent upon the funding of any portion of the Coach Unit Loan. The obligations of the Coach Member under this Section 4.2(a) are
guaranteed by the Coach Guarantor subject to and in accordance with the Coach Guaranty.
69