Coach 2013 Annual Report Download - page 125

“Member Loan Interest Rate” shall mean an interest rate equal to twenty percent (20%) per annum, compounded monthly, computed on the basis of a
360 day year (or the maximum lesser rate permitted by applicable Law).
“Member Nonrecourse Debt” has the meaning set forth in Section 1.704-2(b)(4) of the Regulations for “partner nonrecourse debt.”
“Member Nonrecourse Debt Minimum Gain ” shall mean an amount, with respect to each Member Nonrecourse Debt, equal to the Company
Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-
2(i)(3) of the Regulations.
“Member Nonrecourse Deductions” shall have the meaning set forth in Sections 1.704-2(i)(1) and 1.704-2(i)(2) of the Regulations for “partner
nonrecourse deductions.”
“Membership Interest” shall have the meaning set forth in Section 1.7.
“Memorandum of Building C Lease” shall mean that certain Memorandum of Lease, dated as of the date hereof, by and between Legacy Tenant and
the MTA, and intended to be recorded in Register’s Office.
“Mezzanine Lender” shall mean, individually or collectively as the context requires, the Third Party Lender and the Coach Lender, and their
respective successors and assigns as a lender under the Mezzanine Loan Documents.
“Mezzanine LLC Agreement” shall mean that certain Limited Liability Company Agreement of Legacy Yards Mezzanine LLC, dated as of the date
hereof, as the same may be amended, restated or supplemented or otherwise modified from time to time in accordance with its terms and the terms of this
Agreement.
“Mezzanine Loan” shall mean that certain mezzanine loan made by the Third Party Lender and the Coach Lender to Legacy Mezzanine pursuant to
the Mezzanine Loan Documents.
“Mezzanine Loan Agent” shall mean Starwood Property Mortgage, L.L.C., a Delaware limited liability company, and its successors or permitted
assigns, as administrative agent for the Mezzanine Lender.
“Mezzanine Loan Agreement” shall mean that certain Mezzanine Loan and Security Agreement, dated as of the date hereof, by and among Legacy
Mezzanine, Mezzanine Loan Agent and Mezzanine Lender, as the same may be amended, restated or supplemented or otherwise modified from time to time in
accordance with the terms of this Agreement.
“Mezzanine Loan Closing Costs” shall mean, collectively, any and all reasonable and actual third party costs and expenses incurred by Legacy
Mezzanine or the Company on or prior to the Construction Loan Closing Date to obtain the Mezzanine Loan, including, without limitation, commitment fees,
title insurance costs and premiums for the mortgagee title policy and endorsements issued to the Mezzanine Lender, the funding of initial reserves, legal fees
and disbursements, Mezzanine Loan Agent’s and Mezzanine Lender’s fees and expenses, brokerage fees, mortgage recording taxes, recording charges and all
other third party costs and expenses relating thereto, as shown on Schedule 4 attached hereto.
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