Coach 2013 Annual Report Download - page 691

(p) the removal of all Developer Violations, the completion of such Developer Work, and the receipt of such governmental or
departmental sign-offs and approvals for Developer Work, all as are required to obtain a temporary certificate of occupancy for the Coach Areas that permits
office use and any legal uses ancillary thereto (which shall include, as an accessory use (within the meaning of the Zoning Resolution) to the Coach Member’s
office use (in a manner substantially the same as the Coach Member’s current accessory use at 516 West 34th Street, New York, New York), the assembly of
the Coach Member products on-site, and the use of the Coach Member cafeteria and showrooms for employees and guests);
(q) receipt by the Coach Member of a record of all applicable filings and periodic sign-offs with or from all municipal or
governmental departments or offices with respect to Developer Work through the date which is no more than twenty (20) days prior to the Substantial
Completion Date, including, without limitation, reports and results of all controlled inspections; and
(r) receipt by the Coach Member of a certificate addressed to the Coach Member (the “ Certificate of Substantial Completion”), signed
by (i) Developer, in the form attached hereto as Exhibit N-1, (ii) the Project Architect, in the form attached hereto as Exhibit N-2, and (iii) Coach’s Architect,
in the form attached hereto as Exhibit N-3, each delivered in accordance with the procedures set forth in Section 9.02.
“Substantial Completion Date” means the date on which Substantial Completion is achieved, as agreed to by Developer and the Coach Member or, in
the absence of such agreement, as determined by Arbitration as provided herein.
“Third Party Lender” means Starwood Property Mortgage, L.L.C., in its capacity as a Construction Lender and its capacity as Administrative Agent
on behalf of the Construction Lenders, together with its successors and permitted assigns in each such capacity.
“Third Party Lender Advance” means a funding of Third Party Loan proceeds by the Third Party Lender, in accordance with the provisions of (and
as more fully described in) the applicable Loan Documents.
“Third Party Loan” means, collectively, the Third Party Mortgage Loan and the Third Party Mezzanine Loan.
“Third Party Mezzanine Loan” has the meaning set forth in the Operating Agreement.
“Third Party Mortgage Loan” has the meaning set forth in the Operating Agreement.
“Title Company” has the meaning set forth in the Operating Agreement.
“Total Coach Change Cost” has the meaning set forth in Section 3.07(c).
“Tower D” means the residential condominium building intended to be constructed at the northeast corner of West 30th Street and 11th Avenue on the
parcel of land adjacent to the Building.
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