Coach 2013 Annual Report Download - page 449

3. Exercise of ROFN Right.
(a) Tower C SPV may exercise the ROFN Right with respect to a ROFN Interest by delivering written notice thereof to Coach or the
applicable Coach Party (a “ROFN Notice”) within fifteen (15) days after receipt of a ROFN Sale Notice , which ROFN Notice shall state that Tower C SPV
desires to enter into good faith negotiations to purchase such ROFN Interest from Coach or such Coach Party, as the case may be. If Tower C SPV fails to
timely deliver a ROFN Notice within such fifteen (15) day period, then Tower C SPV shall no longer have any ROFN Right, and Coach or such Coach Party,
as applicable, may sell, convey or otherwise transfer ownership of such ROFN Interest to any third party on any terms.
(b) If Tower C SPV timely exercises the ROFN Right in accordance with Section 3(a) above, then the Parties shall negotiate promptly
and in good faith for a period of forty-five (45) days from and after receipt by Coach or the applicable Coach Party of the ROFN Notice (the “ Negotiation
Period”) for the sale to Tower C SPV or its designee (which designee must be an Affiliate of Tower C SPV) of the ROFN Interest described in the ROFN Notice
on terms and conditions, and pursuant to a purchase and sale agreement or other definitive documentation (a “ PSA”), which are mutually acceptable to both
Parties in their sole and absolute (but good faith) discretion. Upon the full execution and delivery of a PSA with respect to a ROFN Interest, such PSA shall
govern the sale of such ROFN Interest.
(c) If, despite good faith negotiations, the Parties are unable to agree upon the terms of the sale of a ROFN Interest to Tower C SPV or
its designee (which designee must be an Affiliate of Tower C SPV), or to enter into a PSA with respect thereto, prior to the expiration of the Negotiation Period,
then Tower C SPV shall no longer have any ROFN Right with respect to such ROFN Interest and Coach or the applicable Coach Party may sell, convey or
otherwise transfer ownership of such ROFN Interest to any third party on any terms; provided, that if Coach or such Coach Party does not enter into an
agreement to sell, convey or otherwise transfer ownership of such ROFN Interest to a third party within two (2) years after the expiration of the Negotiation
Period, then the ROFN Right with respect to such ROFN Interest shall be reinstated in accordance with the terms of Section 2 and this Section 3.
4. Representations and Covenants.
(a) Tower C SPV hereby represents and warrants to Coach as of the date hereof as follows:
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