Coach 2013 Annual Report Download - page 533

4.07 If Landlord shall not have (or shall be deemed not to have) timely accepted Tenant’s Recapture Offer pursuant to Section 4.02,
then Landlord will not unreasonably withhold, condition or delay its consent to Tenant’s request for consent to such specific assignment or subletting for the
Permitted Uses, provided that any such assignment or subletting shall (A) have a net effective rental that shall not be more favorable to such assignee or
subtenant by more than five percent (5%) of the net effective rental contained in Tenant’s Recapture Offer (taking into consideration all relevant terms of such
assignment or sublease), (B) be for a term expiring on or approximately the same date designated in Tenant’s Recapture Offer and upon all of the material
terms and conditions set forth in Tenant’s Recapture Offer (including, without limitation, the terms in Tenant’s Recapture Offer regarding the condition in
which the Premises (or the applicable portion thereof) shall be delivered by Tenant and the terms relating to alterations and the cost thereof (if any), in each
case, required to separately demise a portion of the Premises in the case of a subletting of less than the entire Premises), (C) in the case of a subletting, (i) the
sublet space is at least one-half of a floor of the Premises (and if the sublet space is on more than a single floor, such sublet space must be at least one-half of
each floor to be sublet), (ii) the balance of the floor is of a size and configuration such that it will be commercially reasonable to be leased, and (iii) Tenant
shall be obligated to separate the sublet space from the balance of the Premises at Tenant’s sole cost and expense, pursuant to plans and specifications
approved in advance by Landlord, such approval not to be unreasonably withheld, delayed or conditioned, and (D) comply with all other applicable
provisions of this Article 4 (and if the net effective rental and/or the term of such proposed subletting or assignment, as the case may be, vary from the net
effective rental and/or the term contained in Tenant’s Recapture Offer beyond the variances set forth above, or if an assignment or sublease is not effected
within twelve (12) months following the date upon which Tenant’s Recapture Offer is rejected (or deemed to have been rejected) by Landlord, then Tenant’s
request for consent shall be deemed to constitute a new Tenant’s Recapture Offer to Landlord under the terms and conditions contained in the proposed
sublease or assignment, as the case may be, with respect to which all of the provisions of this Article 4 shall again apply), and provided further that:
(i) The proposed assignee or subtenant shall have a financial standing and propose to use the Premises, in a manner
reasonably consistent with the Permitted Use and in keeping with the standards of the Building; provided, however, that with respect to the proposed
subletting by the Named Tenant of no more than eight thousand (8,000) rentable square feet in the aggregate (to no more than three (3) subtenants) in each case
as designated by Tenant (each, a “Non-Financial Sublease”), the financial standing of such subtenant(s) shall not be considered by Landlord for purposes of
Landlord’s granting or withholding its consent thereto;
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