Coach 2013 Annual Report Download - page 466

(i) the Purchase Option Notice shall identify the applicable Office Unit(s) with respect to which Optionee is exercising the
Purchase Option (the “Purchase Option Exercise Space”); and
(ii) simultaneously with the giving of the Purchase Option Notice, Optionee shall deposit in escrow with a title insurance
company in New York City selected by Optionee (the “Escrow Agent”), a deposit equal to $2,000,000 per Office Unit of the Purchase Option
Exercise Space (such amount, together with all interest accrued thereon, the “ Deposit”), in cash, by wire transfer, or delivery of a certified check, to
Escrow Agent.
(b) Upon the delivery of a Purchase Option Notice with respect to any Purchase Option Exercise Space as provided in this Section 3,
the Parties shall proceed to effectuate the closing of the purchase and sale of the Purchase Option Exercise Space (the “ Purchase Closing”) in accordance with
the terms and conditions of this Agreement and the Purchase Option Terms, all of which Purchase Option Terms shall be deemed effective and binding on the
Parties and shall be deemed incorporated in this Agreement as if set forth in full herein. The Purchase Closing shall occur on a date following the vacancy Date
for the applicable Purchase option Exercise Space mutually agreed upon by the Parties, but not later than forty-five (45) days after such Vacancy Date (the date
on which the Purchase Closing actually occurs with respect to such Purchase Option Exercise Space (the “ Purchase Closing Date”).
(c) On the applicable Purchase Closing Date, (i) t he Deposit, together with the balance of the Purchase Price, shall be paid by wire
transfer of immediately available funds to Optionor to such account or accounts specified by Optionor, as provided in the Purchase Option Terms , and (ii)
Optionor and Optionee shall execute and deliver the documents and other deliveries set forth in the Purchase Option Terms in accordance with the terms hereof.
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