Coach 2013 Annual Report Download - page 529

ARTICLE 4
ASSIGNMENT/SUBLETTING
4.01 Subject to the terms of this Article 4, neither Tenant nor Tenant’s legal representatives or successors in interest by operation of
law or otherwise, shall assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior
written consent of Landlord in each instance. The transfer of a majority of the issued and outstanding capital stock of any corporate tenant or sublessee of this
Lease or a majority of the total interest in any partnership or limited liability company tenant or sublessee or other entity, however accomplished, and whether
in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a
limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall be deemed an assignment of this Lease or of such sublease;
provided, however, that Landlord’s consent shall not be required with respect to any such deemed assignment to a Related Entity of Tenant (or subtenant) if
the terms and conditions of Section 4.09 are satisfied. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other
than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the Rent
herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee,
undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The
consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of
Landlord to any further assignment or underletting if and to the extent such consent is otherwise required hereunder. In no event shall any permitted sublessee
assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be
used or occupied by others, without Landlord’s prior written consent in each instance (unless consent is not required hereunder), which consent shall be
granted or withheld in accordance with all applicable provisions of this Article 4 as if such sublease or assignment were made by Tenant (i.e., the provisions
of this Article 4 shall be applied as if the references herein to Tenant were references to such sublessee seeking consent). A material modification, material
amendment or extension (but not a termination) of a sublease which is not expressly contemplated in such sublease shall be deemed a sublease and shall be
subject to all of the provisions of this Article 4. The listing of the name of a party or entity other than that of Tenant on the Building or floor directory or on or
adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute
Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. Notwithstanding anything to the contrary
contained herein, transfers of ownership interests in Tenant on a recognized United States or foreign securities exchange or in an over-the-counter market or
transfer of ownership interests in Tenant pursuant to a public offering shall not be deemed an assignment for purposes of this Lease. If any lien is filed against
the Premises or the Building for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or
not actually performed, the same shall be discharged within twenty (20) days after Tenant has notice of such lien, at Tenant’s expense, by filing the bond
required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from
and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.
3