Coach 2013 Annual Report Download - page 677

“Coach TCO Work” means all of the work, other than Developer TCO Work, that is necessary for a temporary certificate of occupancy to be
obtained from the DOB for the Coach Areas pursuant to Section 645 of the New York City Charter DOB (or such other departmental office as shall be issuing
certificates of occupancy), as set forth and identified as work to be performed by the Coach Member on Exhibit E attached hereto. For the avoidance of doubt,
the Coach TCO Work constitutes Coach Finish Work.
“Coach Temporary Space” means temporary space to which the Coach Member (or its Affiliates) relocates that is reasonably comparable to the
Coach Leased Premises, and, if available within a ten (10) block radius of the Coach Leased Premises, located within such ten (10) block radius.
“Coach Total Development Costs” means, subject to the applicable provisions of Section 10.01, the total amount of the following: (a) the Coach Fixed
Land Cost; plus (b) the total amount of (i) one hundred percent (100%) of Project Costs which are properly allocated solely to the Coach Unit in accordance
with the Cost Allocation Methodology and this Agreement, (ii) Coach’s Allocable Share of all other Project Costs which are properly allocated, in part, to the
Coach Member in accordance with the Cost Allocation Methodology and this Agreement, which Project Costs shall include the Coach Overhead Costs (subject
to the Coach Overhead Cap), and (iii) Coach’s Allocable Share of transfer taxes, if and to the extent applicable, on the Coach Fixed Land Cost ( other than the
portion of the Coach Fixed Land Cost payable at Closing in connection with the transfer of fee title to the Coach Unit, based on the Option Price (as defined in
the Building C Lease) therefor, it being agreed that all transfer taxes, if any, payable with respect to such portion of the Coach Fixed Land Cost shall be paid
by the Coach Member in accordance with Section 3.8(j)(ii) of the Operating Agreement) ; plus (c) the Development Fee; plus (d) without duplication, the Coach
Contingency if and to the extent expended in accordance with the provisions of this Agreement on Project Costs which are otherwise described in clause (b)
above and are properly allocated to the Coach Unit in accordance with the Cost Allocation Methodology and this Agreement. The Coach Total Development
Costs shall be increased or decreased, and shall be subject to the Coach Costs Cap, as provided and in accordance with the applicable provisions of this
Agreement. For the avoidance of doubt, except to the extent included in Coach Fixed Land Cost, Coach Total Development Costs shall not include the payment
of any costs associated with acquiring fee title of the Coach Unit from the MTA, any rental or other amounts that may be payable under the Building C Lease
or any costs of constructing the Podium, which such costs and other amounts shall be the responsibility of Developer or the Fund Member and are guaranteed
by the Related/Oxford Guarantor subject to and in accordance with the Related/Oxford Guaranty .
“Coach Unit” means “Office Unit 1” as defined in the Condominium Declaration, consisting inter alia of floors 6 through 20 of the Building and
related improvements and Facilities, as described in the Condominium Declaration and as shown on the Condominium Plans, and which shall be deemed to
contain 737,774 rentable square feet in the aggregate based on the Plans on the date hereof (subject to re-measurement pursuant to Section 16.02), together with
any portion of the Coach Expansion Premises with respect to which the Coach Expansion Right is exercised for purposes of this Agreement (including for
purposes of applying the Cost Allocation Methodology).
- 8 -