Coach 2013 Annual Report Download - page 547

10.02 Landlord, at Landlord’s expense (subject to reimbursement in accordance with, and to the extent provided, in Article 49, and to
reimbursement from Tenant if resulting from any Alteration, cause or condition (subject to Article 11) created by Tenant (or anyone claiming by, through or
under Tenant, or negligence or willful misconduct of Tenant (or Tenant’s employees, agents, invitees or contractors) or persons claiming by, through or under
Tenant)) shall (x) operate, maintain and make all necessary repairs and replacements (both structural and non-structural) to the Building Systems (including
perimeter convectors within the Premises) and the public portions of the Building and the structural elements of the Building, both exterior and interior, the
roof of the Building, the windows of the Building, the shaft ways in the Building, the service closets in the Building and the common areas on multi-tenant
floors in the Building on which the Premises are located, the sidewalks adjacent to the Building and the Building Project, and (y) provide security for the
Building on a 24 hour per day, 365 day per year basis, in each case, in conformance with standards applicable to Comparable Buildings; it being agreed,
however, that Landlord shall be required to perform the obligations under clause “(x)” above only if and to the extent failure to do so would adversely affect
(other than to a de minimis extent) Tenant’s use of the Premises or the common areas of the Building for the uses permitted hereunder; and, it being further
agreed, that Landlord’s obligations hereunder to provide security for the Building shall not be or be deemed an obligation by Landlord to install turnstiles in
the lobby or any other portion of the Building to regulate access to and from the Building or otherwise (whether or not such turnstiles are used in Comparable
Buildings). For purposes hereof, the term “ Building Systems” shall mean all systems operated and maintained by Landlord for the proper operation of the
Building including, without limitation, mechanical, electrical, plumbing, heating, ventilation and air-conditioning (“ HVAC”), fire and life safety and security
systems, but shall exclude any horizontal distribution portion of such systems (other than perimeter convectors) within (and exclusively serving) the Premises
installed by, or on behalf of, Tenant or any other permitted occupant of the Premises. Nothing contained in this Section 10.02 shall be deemed to diminish
Landlord’s obligations set forth in Section 30.07.
ARTICLE 11
FIRE OR OTHER CASUALTY
11.01 (A) Damage by fire or other casualty to the Building and to the core and shell of the Premises (excluding tenant
improvements and betterments and Tenant’s personal property) shall be repaired at the expense of Landlord (“ Landlord’s Restoration Work”). Landlord shall
not be required to repair or restore any of Tenant’s property or any alteration, installation or leasehold improvement made in and/or to the Premises. If, as a
result of such damage to the Building or to the core and shell of the Premises, the Premises are rendered untenantable, the Rent shall abate in proportion to the
portion of the Premises not usable by Tenant for the Permitted Uses from the date of such fire or other casualty until the earlier to occur of (i) the date Tenant
occupies such portion of the Premises for the ordinary conduct of business, or (ii) ninety (90) days following the substantial completion of Landlord’s
Restoration Work. Provided that Landlord shall be performing Landlord’s Restoration Work in good faith, Landlord shall not be liable to Tenant for any delay
in performing Landlord’s Restoration Work, Tenant’s sole remedy being the right to an abatement of Rent, as provided above. Tenant shall reasonably
cooperate with Landlord in connection with the performance by Landlord of Landlord’s Restoration Work. If the Premises are rendered wholly untenantable by
fire or other casualty and if Landlord shall decide not to restore the Premises, or if the Building shall be so damaged that Landlord shall decide to demolish it
or not to rebuild it (whether or not the Premises have been damaged) and, in either case, Landlord is also terminating other office leases in the Building
demising, in the aggregate, at least 50% of the rentable office space in the Building, Landlord may within ninety (90) days after such fire or other casualty
give written notice to Tenant of its election that the term of this Lease shall automatically expire no less than ten (10) days after such notice is given (it being
agreed that in the event of such a termination by Landlord, Tenant shall not be required to remove any Specialty Alterations from the Premises upon the
expiration of the Term). Tenant hereby expressly waives the provisions of Section 227 of the Real Property Law and agrees that the foregoing provisions of this
Article 11 shall govern and control in lieu thereof.
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