Coach 2013 Annual Report Download - page 122

(i) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such
asset at the time of such Member’s contribution to the Company, as determined by the Members;
(ii) The Gross Asset Values of all Company assets may be adjusted to equal their respective gross fair market values, if and as
determined by the Members collectively, as of the following times: (a) the acquisition of an additional interest in the Company by any new or existing Member
in exchange for more than a de minimis Capital Contribution; (b) the distribution by the Company to a Member of more than a de minimis amount of property
as consideration for an interest in the Company; (c) the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); (d) the date
of a grant of any additional interest to any new or existing member in consideration of the provision of services to or for the benefit of the Company; and (e)
such other times as may be permitted under the Regulations;
(iii) The Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal the gross fair market value of
such asset on the date of distribution as determined by the Members;
(iv) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of
such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital
Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted pursuant to this clause (iv)
to the extent the Members determine that an adjustment pursuant to clause (ii) is necessary or appropriate in connection with a transaction that would otherwise
result in an adjustment pursuant to this clause (iv); and
If the Gross Asset Value of an asset has been determined or adjusted pursuant to clause (i), (ii) or (iv) of this definition, such Gross Asset
Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.
“Highline Easement” shall mean that certain Amended, Modified and Restated High Line Easement Agreement to be entered into by and among the
Metropolitan Transportation Authority, the Long Island Rail Road Company, and The City of New York, dated as of April 10, 2013, and intended to be
recorded in Register’s Office, as the same may be amended, restated or supplemented or otherwise modified from time to time in accordance with the terms of
this Agreement.
“HYIC” shall mean Hudson Yards Infrastructure Corporation.
“IDA” shall mean the New York City Industrial Development Agency, and its successors or assigns.
“IDA Documents” shall mean, collectively, all instruments and agreements required under the terms of UTEP in connection with obtaining benefits
for the Property thereunder, including, without limitation, the Agency Lease Agreement, the Company Lease Agreement, the PILOT Mortgage, the Mortgage
Loan NDA, an affidavit of the IDA stating that the PILOT Mortgage is exempt from mortgage recording taxes, and the Tenant SNDAs.
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