Coach 2013 Annual Report Download - page 541

(b) Notwithstanding anything contained in this Lease to the contrary, Tenant shall not be obligated to remove any Alterations
except for Specialty Alterations. “Specialty Alterations” shall mean Alterations consisting of all raised computer room floors in excess of 2,500 rentable square
feet in the aggregate, vaults, generators, structurally reinforced filing systems, pneumatic tubes, vertical and horizontal transportation systems, any
Alterations which penetrate or expand an existing penetration of any floor slab and any other Alterations which affect the structural elements of the Building
(which for purposes of this Lease shall mean the exterior walls and roof of the Building, foundations, footings, load bearing columns, ceiling and floor slabs,
windows and window frames of the Building), in each case if and to the extent Landlord advises Tenant thereof as and to the extent Landlord is required to do
so pursuant to the next following sentence; provided, however, that Specialty Alterations shall not include (i) one (1) customary internal staircase with respect
to each connection of contiguous floors of the Premises, (ii) conduits, (iii) cabling, (iv) supplemental HVAC equipment, or (v) any Alteration existing in the
Premises as of the date of this Lease. Landlord shall advise Tenant together with Landlord’s approval of the plans and specifications in question whether or
not Tenant shall be required to remove any portion of such Specialty Alteration upon the expiration or sooner termination of this Lease, provided that Tenant,
as part of its request for such consent, notifies Landlord in writing that Landlord is required to make such election and/or designation as part of its consent.
Prior to the end of the Term, Tenant shall, at Tenant’s cost and expense, remove any Specialty Alteration designated by Landlord pursuant to this Section
8.01(b), repair any damage to the Premises or the Building due to such removal, cap all electrical, plumbing and waste disposal lines in accordance with
sound construction practice and restore (except if such restoration (as opposed to repair) is non-structural in nature such as, by way of example, replacing
carpeting and painting) the Premises to the condition existing prior to the making of such Specialty Alteration. All such work shall be performed in accordance
with plans and specifications first approved by Landlord in accordance with the terms hereof and all applicable terms, covenants, and conditions of this
Lease. If Landlord’s insurance premiums increase as a result of any Specialty Alterations, Tenant shall pay each such increase each year as Additional Rent
within thirty (30) days after receipt of a reasonably detailed bill therefor from Landlord.
8.02 All Alterations shall be performed in accordance with the following conditions:
(i) (A) Prior to the commencement of any Alterations, Tenant shall first submit to Landlord for its approval in
accordance with the terms hereof detailed dimensioned coordinated plans and specifications, including layout, architectural, mechanical, electrical, plumbing
and structural drawings for each proposed Alteration (“Tenant’s Plans”); provided, however, with respect to Non-Consent Alterations, Tenant shall only be
required to provide Tenant’s Plans in connection therewith to Landlord if and to the extent such Tenant’s Plans are required to be prepared in accordance with
good construction practices (and such Tenant’s Plans shall not be subject to Landlord’s approval unless any Alterations shown thereon are not Non-Consent
Alterations). Landlord shall be given, in writing, a good description of all other Alterations (i.e., Alterations for which Tenant’s Plans are not required).
Landlord shall respond to any request for consent to an Alteration not later than twenty (20) days after the giving of Tenant’s written request for such consent
(which consent to Tenant’s Plans shall be granted or withheld in accordance with the same standards applied to Alterations set forth in this Article 8) that
Landlord either: (a) approves such Tenant’s Plans, (b) disapproves such Tenant’s Plans (stating, in reasonable detail, the reasons therefor), or (c) in good faith
requires clarification or additional information; provided, if and to the extent Tenant is required to submit revisions to such Tenant’s Plans, Landlord shall
respond to any request for consent to such revised Tenant’s Plans not later than ten (10) Business Days after the giving of Tenant’s written request for such
consent that Landlord either: (i) approves such revised Tenant’s Plans, (ii) disapproves such revised Tenant’s Plans (stating, in reasonable detail, the reasons
therefor), or (iii) in good faith requires clarification or additional information. If Landlord fails to respond within such twenty (20) day or ten (10) Business
Day period (as applicable), then Tenant shall have the right to deliver a second notice to Landlord (a copy of which, as a condition to its effectiveness, must be
sent to Landlord’s notice parties set forth in Article 27) requesting Landlord’s consent to such Tenant’s Plans (or revisions thereto), which request shall state
in bold upper case letters: “THIS IS A TIME SENSITIVE NOTICE AND SUBJECT TO THE PROVISIONS OF SECTION 8.02(i) OF THE
LEASE, LANDLORD SHALL BE DEEMED TO HAVE APPROVED TENANT’S PLANS.” If Tenant shall have delivered such reminder notice to
Landlord, and Landlord shall fail to respond to such reminder notice within ten (10) days after Landlord’s receipt of such reminder notice, and provided that
Tenant has otherwise complied with all of Tenant’s obligations under this Article 8 in connection with such request, then Landlord shall be deemed to have
consented to the Alterations shown on such Tenant’s Plans (or revisions thereto) provided that any such Alteration (x) is limited to work within the Premises or
if not limited to work within the Premises, such work is non-structural, does not affect the exterior of the Building, and does not affect Building Systems
servicing areas of the Building outside of the Premises, and (y) does not require a change in the certificate of occupancy for the Building (the above Alterations
being referred to as “Non-Approved Alterations ”). The above notwithstanding, if Tenant’s Plans propose a Non-Approved Alteration and Landlord fails to
respond to Tenant’s first request for approval within the 20-day time period or ten (10) Business Day period, as the case may be, detailed above and Tenant’s
second request within the ten (10) day period detailed above, such Non-Approved Alterations may be considered to have been denied by Landlord, in which
case Tenant shall have the right to bring an expedited arbitration proceeding pursuant to Article 51 in order to determine whether Landlord should consent
(pursuant to the terms of this Article 8) to any such Non-Approved Alterations.
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