Coach 2013 Annual Report Download - page 537

4.13 Landlord shall, within ten (10) Business Days after Tenant’s request, accompanied by an executed counterpart of an Eligible
Sublease (as hereinafter defined), deliver to Tenant and the subtenant under an Eligible Sublease (an “ Eligible Subtenant”) a commercially reasonable non-
disturbance agreement (the “Landlord’s Non-Disturbance Agreement”). Following the Eligible Subtenant’s and Tenant’s execution and delivery of the
Landlord’s Non-Disturbance Agreement, Landlord shall, within seven (7) Business Days, execute and deliver a counterpart thereof to the Eligible Subtenant.
For purposes hereof, the term “Eligible Sublease” shall mean a direct sublease:
(1) between (a) Named Tenant and (b) a direct subtenant of the Named Tenant which direct subtenant, as of the date of execution of
the Eligible Sublease, has a net worth, exclusive of goodwill and determined in accordance with GAAP, of not less than (x) twenty (20) times the
aggregate amount of Fixed Annual Rent then payable by Tenant with respect to the Premises or the applicable portion being demised pursuant to such
Eligible Sublease, and Landlord has been provided with proof thereof reasonably satisfactory to Landlord;
(2) that has been consented to (or consent has been deemed given) by Landlord pursuant to the provisions of and which meets all of
the applicable requirements of this Article 4;
(3) demising at least one full floor of the Premises (provided that, unless an Eligible Sublease shall demise the entire Premises, no
Eligible Sublease shall demise portions of the Premises consisting of less than the entire rentable area of any floor(s) on which the Premises are
located), in any case, for a minimum initial sublease term of not less than five (5) years; and
(4) providing for a rental rate, on a per rentable square foot basis (including fixed annual rent and additional rent) which (after taking
into account all rent concessions provided for therein) is equal to or in excess of the Fixed Annual Rent and Additional Rent, on a per rentable square
foot basis, payable hereunder for the term of the Eligible Sublease (hereinafter called the “ Lease Rent”) or, in the alternative, provides for a rental rate
that is less than the Lease Rent, but will automatically increase to the Lease Rent from and after the attornment of the sublessee to Landlord pursuant
to the Landlord’s Non-Disturbance Agreement.
Notwithstanding anything to the contrary set forth in this Section 4.13, any Landlord’s Non-Disturbance Agreement delivered by Landlord
pursuant to this Section 4.13 shall (x) be personal to the subtenant initially named in such Landlord’s Non-Disturbance Agreement and (y) expressly contain
the condition that, in the event of any termination of this Lease other than by reason of Tenant’s default including, without limitation, a bankruptcy or
insolvency related default (e.g., by reason of a casualty pursuant to Article 11), then such Landlord’s Non-Disturbance Agreement shall, automatically and
without further act of the parties, terminate and be of no further force or effect from and after the applicable termination date.
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