Coach 2007 Annual Report Download - page 112

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Exhibit G
TENANCY-IN-COMMON AGREEMENT
This TENANCY-IN-COMMON AGREEMENT (the “Agreement”) made this _____ day of July, 2008 by and between GOLDBERG 34TH
STREET, LLC, a Delaware limited liability company (“Goldberg”) and 504-514 WEST 34TH STREET CORP., a Maryland corporation (“Corp”).
R E C I T A L S:
WHEREAS, Goldberg and Corp each own an undivided fifty percent (50%) ownership interest as a tenant-in-common with respect to the land and
the building located at 516 West 34th Street, New York, New York 10001 (Block 705, Lot 46) together with all of the rights, benefits and appurtenances
thereto, as is more particularly described on Exhibit A attached hereto (the “Property”); and
WHEREAS, Goldberg and Corp desire to set forth the terms and conditions of their relationship as tenants-in-common with respect to the Property.
NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements of the parties set
forth herein, the parties hereby agree as follows:
1. Purpose. The limited purpose of this agreement to document the relationship between Goldberg and Corp in their respective capacities as tenants-in-
common with respect to the Property.
2. Management of Property. The management and control of the Property shall be vested in Goldberg and Corp, who shall have all of the rights and
powers necessary, advisable and convenient for the management of the Property. All costs and expenses associated with the Property shall be paid by Goldberg
and Corp fifty percent (50%) percent each. Fifty percent (50%) of the costs and expenses associated with the Debt Service Obligation (as defined herein) shall
be borne by Goldberg and the remaining fifty percent (50%) of the costs and expenses associated with the Debt Service Obligation shall be borne by Corp.
Goldberg and Corp may by unanimous agreement approve the appointment of a managing agent who shall supervise the day to day management of the
Property. Goldberg and Corp hereby approve the continued retention of George M. Comfort & Sons as the manager of the Property.
3. Allocation and Distribution; Debt Obligation Matters .
(a) To the extent rental payments associated with the Property are received by either Goldberg or Corp, such amounts shall be transferred to
Corp and Corp shall use all or a portion of such funds as necessary for the purpose of making principal and interest payments with respect to the debt
obligation (the “Debt Service Obligation”) owed to Bear Stearns Commercial Mortgage, Inc. (or any subsequent holder of such debt obligation, the “First
Mortgagee”), the holder of the fee mortgage on the Property; provided, that, such funds shall be applied towards payment of the Debt Service Obligation in a
manner so that fifty percent (50%) of such payment or payments shall come from funds that would otherwise be distributed to Goldberg and the remaining
fifty percent (50%) of such payment or payments shall come from funds that would otherwise be distributed to Corp. To the extent any amounts remain
following the satisfaction of such obligation, Corp shall distribute such amounts as between Goldberg and Corp promptly following receipt using the following
allocation: fifty percent (50%) to Goldberg and fifty percent (50%) to Corp. Goldberg and Corp agree that, aside from Debt Service Obligation, the following
costs and expenses owed to the First Mortgagee in its capacity as the holder of the fee mortgage on the Property shall be borne solely by the tenant under the Net
Lease (as hereinafter defined) (the “Tenant”): tax escrow payment obligations, insurance escrow payment obligations and repair reserve payment obligations.
Any interest payable by the First Mortgagee with respect to rental income shall be allocated such that fifty percent (50%) of such amounts shall be distributed
to Goldberg and fifty percent (50%) of such amounts shall be distributed to Corp. All interest payable by First Mortgagee with respect to reserves and escrows
maintained for the benefit of First Mortgagee shall be allocated and distributed fifty percent (50%) to Goldberg and fifty percent (50%) to Corp, provided,
however, that if said reserves and escrows are funded by the Tenant, all interest payable by First Mortgagee with respect to the reserves and escrows shall be
payable to Tenant. The parties acknowledge that the aforementioned payments are currently required pursuant to the Debt Service Obligation to be paid
through a lockbox which is maintained by the First Mortgagee.
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