Coach 2013 Annual Report Download - page 578

ARTICLE 47
MISCELLANEOUS
47.01 This Lease represents the entire understanding between the parties with regard to the matters addressed herein and may only be
modified by written agreement executed by all parties hereto. All prior understandings or representations between the parties hereto, oral or written, with regard
to the matters addressed herein are hereby merged herein. Tenant acknowledges that except as expressly provided in this Lease neither Landlord nor any
representative or agent of Landlord has made any representation or warranty, express or implied, as to the physical condition, state of repair, layout, footage or
use of the Premises or any matter or thing affecting or relating to the Premises except as specifically set forth in this Lease. Tenant has not been induced by and
has not relied upon any statement, representation or agreement, whether express or implied, not specifically set forth in this Lease. Landlord shall not be liable
or bound in any manner by any oral or written statement, broker’s “set-up”, representation, agreement or information pertaining to the Premises, the Building
or this Lease furnished by any real estate broker, agent, servant, employee or other person, unless specifically set forth herein, and no rights are or shall be
acquired by Tenant by implication or otherwise unless expressly set forth herein. This Lease shall be construed without regard to any presumption or other
rule requiring construction against the party causing this Lease to be drafted.
47.02 If Landlord or any affiliate of Landlord has elected to qualify as a real estate investment trust (a “ REIT”), any service required
or permitted to be performed by Landlord pursuant to this Lease, the charge or cost of which may be treated as impermissible tenant service income under the
laws governing a REIT, may be performed by a taxable REIT subsidiary that is affiliated with either Landlord or Landlord’s property manager, an
independent contractor of Landlord or Landlord’s property manager (the “ Service Provider”). If Tenant is subject to a charge under this Lease for any such
service, then, at Landlord’s direction, Tenant will pay such charge either to Landlord for further payment to the Service Provider or directly to the Service
Provider, and, in either case, (i) Landlord will credit such payment against any charge for such service made by Landlord to Tenant under this Lease, and (ii)
such payment to the Service Provider will not relieve Landlord from any obligation under the Lease concerning the provisions of such service.
47.03 Tenant shall not permit the Premises, or any portion thereof, to be used or occupied by or for the benefit of any person or entity
that the Office of Foreign Assets Control of the United States Department of the Treasury has listed on its list of Specially Designated Nationals and Blocked
Persons (or is listed on any replacement or similar list in the future).
47.04 [As a material inducement to Landlord to enter into this Lease, Tenant shall deliver to Landlord simultaneously with the
execution of this Lease a guaranty of Tenant’s obligations under this Lease made by Coach, Inc., a Maryland corporation, in the form attached hereto as
Exhibit D.]9
9Guaranty to be provided by Coach, Inc. in the event this Lease is to be entered into by a tenant other than Coach, Inc. in accordance with the terms of the
Option Agreement.
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