Coach 2013 Annual Report Download - page 554

13.05 If, in connection with obtaining financing or refinancing for the Building, a banking, insurance, or other lender shall request
reasonable modifications to this Lease as a condition to such financing or refinancing, Tenant shall not unreasonably withhold, delay, or defer its consent
thereto, provided that such modifications do not (a) increase Tenant’s monetary obligations under this Lease, (b) extend or shorten the Term, (c) reduce the size
of the Premises or (d) except to a de minimis extent, otherwise increase the obligations, or decrease the rights, of Tenant hereunder, or decrease the obligations or
increase the rights of Landlord hereunder. In no event shall a requested modification of this Lease requiring Tenant to do the following be deemed to adversely
affect the leasehold interest hereby created by more than a de minimis amount:
(i) give notice of any default by Landlord under this Lease to such Mortgagee and/or permit the curing of such
default by such Mortgagee within the time periods that are granted to Landlord hereunder with respect to such default; and
(ii) obtain such Mortgagee’s reasonable consent for any modification of this Lease.
13.06 Unless otherwise expressly required by Applicable Laws, this Lease may not be modified or amended so as to reduce the Rent,
shorten the Term, or otherwise affect the rights of Landlord hereunder (other than to a de minimis extent), or be canceled or surrendered, without the prior
written consent in each instance of the Lessors and of any Mortgagees whose Mortgages shall require such consent provided that such consent shall not be
unreasonably withheld, conditioned or delayed (provided that Tenant has been given notice of such Superior Lease or Mortgage). Subject to this Section 13.06,
any such modification, agreement, cancellation or surrender made without such prior written consent shall be null and void.
13.07 Tenant agrees that if this Lease terminates, expires or is canceled for any reason or by any means whatsoever by reason of a
default under a Superior Lease or Mortgage, and the Lessor or Mortgagee so elects by written notice to Tenant, this Lease shall automatically be reinstated for
the balance of the Term which would have remained but for such termination, expiration or cancellation, at the same rental, and upon the same agreements,
covenants, conditions, restrictions and provisions herein contained, with the same force and effect as if no such termination, expiration or cancellation had
taken place. Tenant covenants to execute and deliver any instrument reasonably required to confirm the validity of the foregoing. Notwithstanding anything to
the contrary contained herein, the provisions of this Section 13.07 shall apply only if Tenant shall have failed to comply with its obligation under the last
sentence of Section 13.01(a) to execute a Non-Disturbance Agreement proffered by Landlord that complies with the requirements of Section 13.01.
13.08 From time to time (but no more than three (3) times during any 12-month period), on at least fifteen (15) days’ prior written
request by Landlord, Tenant shall deliver to Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there
shall have been modifications, that the same is in full force and effect as modified and stating the modifications) and the dates to which the Fixed Annual Rent
and Additional Rent have been paid and stating whether or not, to Tenant’s actual knowledge, Landlord is in default in the performance of any covenant,
agreement or condition contained in this Lease and, if so, specifying each such default. Tenant acknowledges and agrees that any such statement may be relied
upon by any Lessor, Mortgagee or prospective purchaser of the Building.
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