Coach 2013 Annual Report Download - page 671

WHEREAS, Developer is an Affiliate of the Fund Member and will derive substantial benefit from the formation of the Building C JV and the Coach
Member and the Fund Member entering into the Operating Agreement.
NOW, THEREFORE, in consideration of the promises and obligations of Developer and the Coach Member set forth in this Agreement, subject to
the terms of this Agreement, and intending to be legally bound hereby, the parties agree as follows:
ARTICLE 1.
CERTAIN DEFINITIONS
Section 1.01 Defined Terms. Capitalized terms used and not defined in this Agreement shall have the meanings ascribed to such terms in the
Operating Agreement. In addition, the following words and phrases (to the extent not defined in the first paragraph of this Agreement, in the recitals to this
Agreement or in the Operating Agreement) have the following meanings in this Agreement:
“Additional Developer Work” has the meaning set forth in Section 2.05(a).
“Additional Developer Work Costs” has the meaning set forth in Section 2.05(a).
“Additional Development Fee” has the meaning set forth in Section 2.05(a).
“Additional Office Units” means, collectively, “Office Unit 2A”, “Office Unit 2B” and “Office Unit 3” each as defined in the Condominium
Declaration, consisting inter alia of office space and related improvements and Facilities, as described in the Condominium Declaration and as shown on the
Condominium Plans, less (a) Office Unit 2A, if the Coach Expansion Right is exercised with respect thereto, and (b) Office Unit 2B, if the Coach Expansion
Right is exercised with respect thereto.
“Additional Overhead Costs” has the meaning set forth in Section 2.05(a).
“Affiliate” means, with respect to any Person, a Person which directly or indirectly, through one or more intermediaries, Controls, is Controlled by
or is under common Control with, such Person.
“Agreement” means this Agreement and the Exhibits attached hereto (or subsequently incorporated herein through amendments hereto), as the same
may be amended from time to time.
“Ancillary Unit” means the “Ancillary Unit” as defined in the Condominium Declaration and as shown on the Condominium Plans.
“Approval Statement of Changes” has the meaning set forth in Section 3.07(b).
“Arbiter(s)” has the meaning set forth in Section 14.01(a).
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