Coach 2013 Annual Report Download - page 581

(iii) Tenant shall have no option to extend or renew this Lease beyond the expiration of the Second Extension Term.
48.02 (a) The Fixed Annual Rent payable by Tenant for the Extension Premises during the Extension Term shall be an amount
equal to ninety-five percent (95%) of the applicable Renewal FMRV (as hereinafter defined) in the case of the First Extension Term and the Second Extension
Term. The Renewal FMRV shall be determined as follows:
(i) If Tenant exercises the Extension Option, twelve (12) months prior to the Applicable Commencement Date,
Landlord and Tenant shall commence negotiations in good faith to attempt to agree upon the Renewal FMRV. If Landlord and Tenant cannot reach agreement by
seven (7) months before the Applicable Commencement Date, Landlord and Tenant shall, no later than six (6) months before the Applicable Commencement
Date, each select a reputable, qualified, independent, licensed real estate broker with at least twenty (20) years of experience in office leasing in midtown
Manhattan, having an office in New York County and familiar with the rentals then being charged in midtown Manhattan (such brokers are referred to,
respectively, as “Landlord’s Broker“ and “Tenant’s Broker”) who shall confer promptly after their selection by Landlord and Tenant and shall exercise good
faith efforts to attempt to agree upon the Renewal FMRV. If Landlord’s Broker and Tenant’s Broker cannot reach agreement by four (4) months prior to the
Applicable Commencement Date, then, within twenty (20) days thereafter, they shall designate a third reputable, qualified, independent, licensed real estate
broker with at least twenty (20) years of experience in office leasing in midtown Manhattan, having an office in New York County and familiar with the
rentals then being charged in the Building and in Comparable Buildings (the “ Independent Broker”). Upon failure of Landlord’s Broker and Tenant’s Broker
timely to agree upon the designation of the Independent Broker, then the Independent Broker shall be appointed in accordance with the rules of the AAA, or the
successor thereto, within ten (10) days thereafter. Within ten (10) days after such appointment, Landlord’s Broker and Tenant’s Broker shall each submit a
letter to the Independent Broker, with a copy to Landlord and Tenant, setting forth such broker’s estimate of the Renewal FMRV and the rationale used in
determining it (respectively, “Landlord’s Broker’s Letter“ and “Tenant’s Broker’s Letter”). If the estimates set forth in Landlord’s Broker’s Letter and Tenant’s
Broker’s Letter differ by three (3%) percent per annum or less, then the Renewal FMRV shall not be determined by the Independent Broker and the Renewal
FMRV shall be the average of the estimates set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter.
(ii) If the estimates set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter differ by more than three
(3%) percent per annum, then the Independent Broker shall consider such evidence as Landlord and/or Tenant may submit, conduct such investigations and
hearings as he or she may deem appropriate and shall, within sixty (60) days after the date of his or her appointment, choose either the estimate set forth in
Landlord’s Broker’s Letter or the estimate set forth in Tenant’s Broker’s Letter to be the Renewal FMRV and such choice shall be binding upon Landlord and
Tenant. The fees and expenses of the Independent Broker shall be shared equally by Landlord and Tenant and Landlord and Tenant shall each pay the fees
and expenses of its respective appraiser.
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