Coach 2013 Annual Report Download - page 550

12.02 At any reasonable time during the Term of this Lease and upon reasonable prior notice, Landlord may exhibit the Premises to
prospective purchasers or mortgagees of Landlord’s interest therein. During the last year of the term of this Lease, Landlord may, at all reasonable times and
upon reasonable prior notice exhibit the Premises to prospective tenants. With respect to Landlord’s access pursuant to this Section 12.02, Tenant shall have
the right to designate, by advance written notice to Landlord, certain “secured areas” in the Premises not to exceed 2,500 rentable square feet with respect to
which Landlord’s rights of access shall be reasonably restricted.
ARTICLE 13
SUBORDINATION AND ESTOPPEL, ETC.
13.01 (a) Subject to the provisions of this Article 13, this Lease shall be subordinate to the priority of each and every lease of the
Land or the Building or any part thereof and to the lien of each and every mortgage now or hereafter affecting the Building Project or any Superior Lease, and
to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances
made thereunder; provided, that Tenant’s foregoing agreement to subordinate the priority of this Lease to any particular lease or to the lien of any particular
mortgage as aforesaid is conditioned upon the applicable Mortgagee or Lessor executing and delivering to Tenant a Non-Disturbance Agreement. The term
“, an agreement, in recordable form, between a Lessor or a Mortgagee, as the case may be,
and Tenant, that contains commercially reasonable terms, to the effect that (i) if there is a foreclosure of the Mortgage, then the successor to Landlord by virtue
of the foreclosure will not make Tenant a party to such proceeding (unless required by Applicable Laws), evict Tenant, disturb Tenant’s possession under this
Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder, and will recognize Tenant as the direct tenant of such successor to Landlord on the
same terms and conditions as are contained in this Lease, or (ii) if the Superior Lease terminates, then the Lessor will not evict Tenant, disturb Tenant’s
possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder, and will recognize Tenant as the direct tenant of such Lessor
on the same terms and conditions as are contained in this Lease. [Tenant acknowledges and agrees that the forms of Non-Disturbance Agreement attached to
the lease between Landlord and the New York City Industrial Development Agent (the "IDA"), and the mortgages made by Landlord in favor of the Hudson
Yards Infrastructure Corporation (the "HYIC") shall be deemed to contain commercially reasonable terms and are satisfactory to Tenant solely in connection
with Non-Disturbance Agreements required to be provided by the IDA and the HYIC hereunder and not for any other Mortgagee or Lessor. For the avoidance of
doubt, Tenant’s foregoing acceptance of the IDA and HYIC Non-Disturbance Agreements shall not be used to determine whether or not any Non-Disturbance
Agreement from any other Mortgagee or Lessor is commercially reasonable.] Tenant’s receipt of a Non-Disturbance Agreement is a condition precedent to
Tenant’s subordination of its rights under, and interests in, this Lease, and Tenant’s obligation to subordinate its rights under, and interests in, this Lease
(including, without limitation, its obligations under Section 13.03) at any time during the Term is excused until the foregoing condition is satisfied with respect
to each Mortgage or Superior Lease. Any Superior Lease to which the priority of this Lease is subordinate will not vitiate the rights of Tenant hereunder or
impose additional obligations other than to a de minimis extent upon Tenant with respect to non-monetary obligations, and same shall not impose any
additional financial obligations on Tenant hereunder. If the date of expiration of any Superior Lease shall be the same date as the Expiration Date, the Term
shall end and expire twelve (12) hours prior to the expiration of the Superior Lease. Tenant shall promptly execute any such Non-Disturbance Agreement
proffered by Landlord hereunder, provided the terms thereof comply with the requirements of this Section 13.01.
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