Coach 2013 Annual Report Download - page 134

“Related/Oxford Guaranty” shall mean that certain Guaranty Agreement, dated as of the date hereof, made by the Related/Oxford Guarantor in favor
of the Coach Member.
“Replacement Developer” shall mean any Approved Replacement Developer appointed by the Coach Member pursuant to Section 7.6.
“Restrictive Declarations” shall mean, collectively, (a) that certain Restrictive Declaration for the Eastern Rail Yard, dated as of the date hereof, made
by Master Tenant and Legacy Tenant, and delivered to the Title Company for recording in the Register’s Office, and (b) that certain Restrictive Declaration
(Zoning Resolution Section 93.70), dated as of the date hereof, made by Master Tenant and Legacy Tenant, and delivered to the Title Company for recording
in the Register’s Office, as each of the same may be amended, restated or supplemented or otherwise modified from time to time.
“Retail Premises Competitors” shall mean a list of the Coach Member’s competitors, which list as of the date hereof is set forth on Exhibit G attached
hereto and which may be updated from time to time in accordance with Section 3.8(a).
“Retail Unit” shall mean the “Retail Unit” as defined in the Condominium Declaration and as shown on the Floor Plans .
“Right of First Negotiation Agreement ” shall mean that certain Right of First Negotiation Agreement to be entered into by and among the Fund Member
and the Coach Member or the Coach Designee, as applicable, at Closing in substantially the form attached as Exhibit M hereto.
“SAP Lease” shall mean, collectively, (a) that certain Lease, dated as of the date hereof, by and between Legacy Tenant, as landlord, and SAP
America Inc., a Delaware corporation (“ SAP”), as tenant, with respect to Floors 44 through 47 of the Building, and (ii) that Design and Construction
Agreement, dated as of the date hereof, by and between Legacy Tenant, as landlord, and SAP, as tenant, as each of the same may be amended, modified
and/or restated from time to time.
“Schedule” shall have the meaning ascribed thereto in the Development Agreement.
“Service Contract” shall mean any contract or agreement to which Developer or the Company is a party for the furnishing of management,
maintenance, repairs, supplies or other services exclusively to the Coach Unit, the Coach Exclusive Systems or any other Coach Areas, and all amendments
thereof. All Service Contracts shall be terminable on thirty (30) days’ notice, and without the payment of any termination fee or like payment, unless otherwise
consented to by the Coach Member.
“SFPF” shall have the meaning set forth in Section 9.3(b).
“Signage Plan” shall mean the Signage Plan attached as Exhibit M to the Development Agreement.
“Subsidiaries” shall mean, collectively, the wholly owned direct or indirect subsidiaries of the Company formed in accordance with the terms and
conditions of this Agreement. Each of the Subsidiaries is referred to herein as a “ Subsidiary”. The Subsidiaries of the Company on the date hereof are Legacy
Tenant and Legacy Mezzanine.
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