Coach 2013 Annual Report Download - page 470

(d) If Optionee disputes Optionor’s Initial Fixed Rent Determination for any Lease Option Exercise Space and Optionor and Optionee
fail to agree as to the Fixed Rent within thirty (30) days after the giving of the Rent Response Notice, then the Fixed Rent shall be determined by arbitration in
the same manner as disputes regarding the Purchase Price pursuant to Section 5; provided, that (i) all references in Section 4 to “Purchase Price” shall be
deemed to refer to “Fixed Rent”, (ii) all references in Section 4 to “Optionor’s Initial Purchase Price Determination” shall be deemed to refer to “Optionor’s Initial
Fixed Rent Determination”, (iii) all references in Section 5 to “Optionee’s Initial Purchase Price Rent Determination” shall be deemed to refer to “Optionee’s
Initial Fixed Rent Determination” and (iv) each arbitrator shall be a licensed real estate broker having at least ten (10) years of experience in leasing of first class
office buildings in Manhattan similar in character to the applicable Lease Option Exercise Space.
6. 23rd Floor Right of First Offer.
(a) As used herein:
(i) “Available” shall mean, as to the 23rd Floor, that such space is vacant and free of any present or future possessory right
or option then existing in favor of any third party. Notwithstanding the foregoing, Optionee’s right of first offer pursuant to this Section 6 is subordinate to:
(A) the rights of L’Oreal USA, Inc., a Delaware corporation (“L’Oreal”), pursuant to the terms of that certain Lease, dated as of April __, 2013 (the “ L’Oreal
Lease”), between Legacy Tenant, as landlord, and L’Oreal, as tenant, including any renewal or extension thereof; (B) if L’Oreal shall have exercised the Initial
Contraction Option (as such term is defined in the L’Oreal Lease) and Legacy Tenant shall have elected to provide the 23 rd Floor as the Second Expansion
Space (as such term is defined in the L’Oreal Lease), the rights L’Oreal under the L’Oreal Lease and any renewal or extension thereof; and (C) if L’Oreal shall
have exercised the Initial Contraction Option and Legacy Tenant shall have elected to not provide the 23 rd Floor as the Second Expansion Space and shall have
instead leased the 23rd Floor to a third party tenant, the rights of the initial tenant of the 23rd Floor immediately thereafter (such tenant, the “ Initial Third Party
Tenant”) and any renewal or extension, or new lease, of the 23rd Floor exercised by, or entered into with, the Initial Third Party Tenant, whether pursuant to
the terms of the Initial Third Party Tenant’s lease or otherwise.3 Optionor shall provide Optionee with written updates from time to time upon request therefor
concerning the status of the 23rd Floor, including, without limitation, (x) whether L’Oreal has exercised the Initial Contraction Option, (y) whether Legacy
Tenant shall have elected to provide the 23rd Floor as the Second Expansion Space or not, and (z) whether there is an Initial Third Party Tenant and the
duration of such Initial Third Parties lease term, etc.
3Definition of “Available” and rights of L’Oreal and a third party tenant to which the right of first offer is subordinate to be updated prior to execution of
this Agreement to reflect the exercise or non-exercise by L’Oreal of the Initial Contraction Option.
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