Coach 2013 Annual Report Download - page 111

“Brokerage Commission Agreements ” shall mean, collectively, (a) that certain Brokerage Commission Agreement, dated as of the date hereof, by and
between Legacy Tenant, as owner, and CBRE, Inc., as agent, and agreed to by LOA Realty, LLC with respect to the L’Oreal Lease (“L’Oreal Brokerage
Agreement”), (b) that certain Brokerage Commission Agreement, dated as of the date hereof, by and between Legacy Tenant, as owner, and Jones Lang
LaSalle Brokerage, Inc., as agent, and agreed to by Clifford Fischer & Company, d/b/a Fischer & Company, with respect to the SAP Lease, and (c) that
certain Brokerage Agreement effective as of November 5, 2012, by and between CBRE, Inc., as agent, and Legacy Tenant, as owner.
“Budget” shall mean the budget setting forth all budgeted costs of constructing the Building, including all budgeted Project Costs for the Developer
Work and the Base Building Work, approved by the Members on the date hereof and attached as Exhibit D to the Development Agreement (subject to the rights
of each of Developer and the Coach Member to review and, as applicable, revise from time to time the allocation of costs set forth therein in accordance with
the Cost Allocation Methodology and other applicable provisions of the Development Agreement) , as the same may be amended from time to time in accordance
with the terms of this Agreement and the Development Agreement.
“Building” shall have the meaning set forth in Section 1.3(a).
“Building C Lease” shall have the meaning set forth in the Recitals.
“Building C Lease Documents” shall mean, collectively, the Building C Lease, the Memorandum of Building C Lease, the Termination of
Memorandum of Building C Lease, and the PILOST Agreement.
“Business Day” shall mean any day other than a Saturday, Sunday or other day on which national banks are permitted or required to be closed in
the City of New York.
“Capital Account” shall have the meaning set forth in Section 4.4(a).
“Capital Contribution” shall mean, with respect to any Member, the Initial Capital Contribution of such Member specified on Schedule 2 and any
Additional Capital Contribution made by such Member to the Company pursuant to this Agreement.
“Cash Flow From the Building” shall mean any cash flow received by the Company and attributable to the General Common Elements, including,
without limitation, any revenues, rents, income or other sums received by the Company from advertising placed on construction bridges, or from real estate
tax or PILOT or PILOST refunds relative to the Property. Cash Flow From the Building does not include casualty insurance proceeds or condemnation awards
received or collected on account of the Property or the Common Elements, nor does Cash Flow from the Building include any Construction Loan proceeds or
the proceeds of any refinancing (by Legacy Tenant, the Company or of any Unit by the Member that beneficially owns such Unit).
“Cash Flow From a Unit” shall mean cash flow received by the Company and attributable to a Unit, including, without limitation, revenues, rents,
income or other sums arising specifically from the leasing or operation of such Unit ( e.g., revenues from the leasing of retail space within the Retail Unit or
revenues from the Parking Unit, which shall accrue solely to the benefit of the Fund Member).
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