Coach 2013 Annual Report Download - page 551

(b) Subject to the terms of this Section 13.01, any Non-Disturbance Agreement may provide that the successor to Landlord
by reason of the foreclosure of a Mortgage, or the termination of a Superior Lease, as the case may be (any such successor being referred to herein as the
“Successor”) shall not be:
(i) liable for any act or omission of any prior landlord (including, without limitation, the then defaulting landlord),
except to the extent that (x) such act or omission continues after the date that the Successor succeeds to Landlord’s interest in the Building, and (y) such act or
omission of such prior landlord is of a nature that the Successor can cure by performing a service or making a repair,
(ii) subject to any credits, defenses, offsets or abatements that Tenant has against any prior landlord (including,
without limitation, the then defaulting landlord), except that the Successor shall be subject to any credits, defenses, abatements or offsets that are expressly
permitted under this Lease,
(iii) bound by any payment of Rent that Tenant has made to any prior landlord (including, without limitation, the
then defaulting landlord) more than thirty (30) days in advance of the date that such payment is due unless actually received by such Successor,
(iv) bound by any obligation to make any payment to or on behalf of Tenant to the extent that such obligation
accrues prior to the date that the Successor succeeds to Landlord’s interest in the Building, but subject, however, to Tenant’s rights set forth in clause (ii)
above with respect to offsets that are expressly permitted under this Lease,
(v) bound by any obligation to perform any work or to make improvements to the Building, except for:
(1) repairs and maintenance that Landlord is required to perform pursuant to the provisions of this Lease
and that first become necessary, or the need for which continues, after the date that the Successor succeeds to Landlord’s interest in the Building, or
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