Coach 2013 Annual Report Download - page 549

11.03 Anything contained in Section 11.01 to the contrary notwithstanding, if the Building shall be so damaged by fire or other
casualty that Landlord’s Restoration Period (as hereinafter defined) is eighteen (18) months or more (but only if all or a substantial portion of the Premises
shall have been damaged or rendered untenantable) as detailed in a Restoration Statement, then Tenant, at its option, may, not later than thirty (30) days after
the giving of the Restoration Statement, give to Landlord a notice in writing terminating this Lease. If Tenant elects to terminate this Lease in accordance with
this Section 11.03, the Term shall expire upon a date set by Tenant in Tenant’s notice of termination, but not sooner than ninety (90) days after such notice is
given, unless sooner if required by any Applicable Laws or insurance requirements, and Tenant shall vacate the Premises and surrender the same to Landlord
in accordance with the provisions hereof (it being agreed that in the event of such a termination by Tenant, Tenant shall not be required to remove any
Specialty Alterations from the Premises upon the expiration of the Term). Upon such termination of this Lease, and without limiting the abatement of Rent
provided for in Section 11.01, Tenant’s liability for Fixed Annual Rent and Additional Rent shall cease and any prepaid portion of Fixed Annual Rent and
Additional Rent for any period after such termination date shall be promptly refunded by Landlord to Tenant. In addition, if Landlord’s Restoration Work is
not substantially completed before the date which is the later to occur of (i) the date that is 18 months after the date of the casualty (subject to day for day
extension for (a) Unavoidable Delays for up to an additional 90 days only or (b) any Tenant Delays), and (ii) the date which is the end of the Landlord’s
Restoration Period (but, in either case, only if all or a substantial portion of the Premises shall have been damaged or rendered untenantable), then Tenant shall
be entitled to terminate this Lease by notice given to Landlord, and this Lease shall automatically terminate on the 30th day following such notice as if such
date were the original Expiration Date, unless prior to such 30th day Landlord shall have substantially completed Landlord’s Restoration Work (it being agreed
that in the event of such a termination by Tenant, Tenant shall not be required to remove any Specialty Alterations from the Premises upon the expiration of the
Term). “Tenant Delay” shall mean any delay which results from any act or omission of Tenant, or any agent, employee or contractor of Tenant, including
delays due to changes in or additions to, or interference with, any work to be done by Landlord, or delays by Tenant in submission of information, or
selecting construction materials to be installed by Landlord as part of Landlord’s Restoration Work, if any (e.g., color of paint and carpet), or approving
working drawings or estimates or giving authorizations or approvals.
11.04 Within ninety (90) days after any damage described in Section 11.01, Landlord shall deliver to Tenant a statement (the
“Restoration Statement”) prepared by a reputable independent contractor setting forth such contractor’s good faith estimate as to the time (the “ Landlord’s
Restoration Period”) required to perform Landlord’s Restoration Work. Any dispute with respect to the Landlord’s Restoration Period shall be resolved by
expedited arbitration in accordance with Article 51.
ARTICLE 12
END OF TERM
12.01 Tenant shall surrender the Premises to Landlord at the expiration or sooner termination of this Lease in good order and
condition, except for reasonable wear and tear and damage by fire or other casualty, and Tenant shall remove all of its personal property. The parties recognize
and agree that the damage to Landlord resulting from any failure by Tenant timely to surrender the Premises will be substantial, will exceed the amount of
monthly Rent theretofore payable hereunder, and will be impossible of accurate measurement. Tenant therefore agrees that if possession of the Premises is not
surrendered to Landlord within one (1) day after the date of the expiration or sooner termination of the Term of this Lease, then Tenant will pay Landlord as
liquidated damages for each month and for each portion of any month during which Tenant holds over in the Premises after the expiration or termination of the
Term of this Lease, a sum equal to (x) for the first thirty (30) days of such holdover, one and one-half (1½) times the average Fixed Annual Rent and
Additional Rent which was payable per month under this Lease during the last six (6) months of the Term, and (y) commencing on the thirty-first (31 st) day
of such holdover and thereafter, two (2) times the average Fixed Annual Rent and Additional Rent which was payable per month under this Lease during the
last six (6) months of the Term. The aforesaid obligations shall survive the expiration or sooner termination of the Term of this Lease.
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