Coach 2013 Annual Report Download - page 556

ARTICLE 15
REQUIREMENTS OF LAW
15.01 Tenant at its expense shall comply with all applicable laws, orders and regulations of any governmental authority having or
asserting jurisdiction over the Premises, including, without limitation, compliance in the Premises with all City, State and Federal laws, rules and regulations
on the disabled or handicapped, on fire safety and on hazardous materials (collectively, “ Applicable Laws”) which shall impose any violation, order or duty
upon Landlord or Tenant with respect to the Premises (other than any vertical elements of Building Systems located within the Premises), the making of any
Alterations therein, or the use or occupancy thereof; provided, however, that Tenant shall not be obligated to make structural repairs or Alterations in or to the
Premises in order to comply with Applicable Laws unless the need for same arises out of any of the causes set forth in clauses (i) through (iii) of the next
succeeding sentence. Further, Tenant shall also be responsible for the cost of compliance with all Applicable Laws in respect of the Building arising from (i)
Tenant’s particular manner of use of the Premises (other than arising out of the mere use of the Premises as executive and general offices), (ii) subject to Article
11, any cause or condition (including, but not limited to, an Alteration made by or on behalf of Tenant) created by or at the instance of Tenant, or (iii) the
breach of any of Tenant’s obligations hereunder beyond any applicable cure or grace periods, whether or not such compliance requires work which is
structural or non-structural, ordinary or extraordinary, foreseen or unforeseen. Tenant shall pay all the costs, expenses, fines, penalties and damages which
may be imposed upon Landlord by reason of or arising out of Tenant’s failure to fully and promptly comply with and observe the provisions of this Section
15.01. Tenant, at its expense, after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or
applicability to the Premises, of any Applicable Laws, provided that (a) Landlord shall not be subject to criminal penalty or to prosecution for a crime, or any
other fine or charge, nor shall the Premises or any part thereof or the Building or Land, or any part thereof, be subject to being condemned or vacated, nor
shall the Building or Land, or any part thereof, be subjected to any lien (unless Tenant shall remove such lien by bonding or otherwise) or encumbrance, in
each case, by reason of non-compliance or otherwise by reason of such contest; (b) Tenant shall indemnify Landlord against the cost of such contest and
against all liability for damages, interest, penalties and the reasonable and actual out-of-pocket expenses (including reasonable attorneys’ fees and expenses),
resulting from or incurred in connection with such contest or non-compliance; (c) unless Tenant then has a net worth, exclusive of goodwill and determined in
accordance with GAAP, of not less than twenty (20) times the aggregate amount of Fixed Annual Rent then payable under this Lease (and provides Landlord
reasonable evidence thereof), Tenant shall have provided Landlord with such security as Landlord shall reasonably require to ensure the diligent and good
faith prosecution of such proceedings and to cover any costs or liabilities Landlord may incur in connection therewith; (d) such noncompliance or contest
shall not prevent Landlord from obtaining any and all permits and licenses in connection with the operation of the Building; and (e) Tenant shall keep
Landlord advised as to the status of such proceedings. Without limiting the application of the foregoing, Landlord shall be deemed to be subject to prosecution
for a crime if Landlord, or its managing agent, or any officer, director, partner, shareholder or employee of Landlord or its managing agent, as an individual,
is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn or dismissed before
Landlord or its managing agent, or such officer, director, partner, shareholder or employee of Landlord or its managing agent (as the case may be) is required
to plead or answer thereto.
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