Coach 2013 Annual Report Download - page 532

(ii) provide that Tenant will at all times permit reasonably appropriate means of ingress to and egress from the Leaseback
Area;
(iii) negate any intention that the estate created under such sublease be merged with any other estate held by either of the
parties;
(iv) provide that Landlord shall accept the Leaseback Area in the condition set forth in the Recapture Notice with respect to
delivery of the Leaseback Area by Tenant;
(v) provide that at the expiration of the term of such sublease Tenant will accept the Leaseback Area in its then existing
condition, subject to the obligations of Landlord pursuant to clause (i) above and the obligations of Landlord to make such repairs thereto as may be necessary
to preserve the Leaseback Area in good order and condition, ordinary wear and tear excepted.
4.05 Landlord shall indemnify and save Tenant harmless from all obligations under this Lease as to the Leaseback Area during the
period of time it is so sublet, except for Fixed Annual Rent and Additional Rent, if any, due under this Lease, which are in excess of the rents and additional
sums due under such sublease. Subject to the foregoing, performance by Landlord, or its designee, under a sublease of the Leaseback Area shall be deemed
performance by Tenant of any similar obligation under this Lease and any default under any such sublease shall not give rise to a default under a similar
obligation contained in this Lease, nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default is occasioned
by or arises from any act or omission of the tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under
or pursuant to any such sublease.
4.06 Following the expiration of Landlord’s right to recapture pursuant to Section 4.02 (and Landlord’s failure (or deemed failure) to
accept Tenant’s Recapture Offer in accordance with the term thereof) with respect to a particular assignment or subletting, if Tenant proceeds to request
Landlord’s consent to said particular assignment or subletting, Tenant shall submit in writing to Landlord (i) the name and address of the proposed assignee
or sublessee, (ii) a duly executed counterpart of the proposed agreement of assignment or sublease, (iii) reasonably satisfactory information as to the nature and
character of the business of the proposed assignee or sublessee and as to the nature of its proposed use of the space, and (iv) except with respect to a Non-
Financial Sublease (as hereinafter defined), banking, financial or other credit information relating to the proposed assignee or sublessee reasonably sufficient to
enable Landlord to determine the financial responsibility and character of the proposed assignee or sublessee. Landlord shall respond to such a consent request
(pursuant to the terms and conditions of Section 4.07) within thirty (30) days after Tenant gives such request to Landlord. If Landlord fails to respond within
such thirty (30) day period, then Tenant shall have the right to deliver a second notice to Landlord (a copy of which, as a condition to its effectiveness, must in
addition be sent to Landlord’s notice parties set forth in Article 27) requesting Landlord’s consent to such assignment or sublet, which request shall state in
bold upper case letters at the top of the first page as follows: “ THIS IS A TIME SENSITIVE NOTICE AND, SUBJECT TO THE PROVISIONS OF
SECTION 4.06 OF THE LEASE, LANDLORD SHALL BE DEEMED TO HAVE APPROVED TENANT’S ASSIGNMENT OR SUBLET
REQUEST.” If Tenant shall have delivered such second notice to Landlord, and Landlord shall fail to respond to such second notice within ten (10) days
thereafter, then Landlord shall be deemed to have consented to such assignment or sublet. Tenant may give the notices under Section 4.02 and this Section 4.06
concurrently (either in a single combined notice or in separate notices).
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