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Collection and Deposit Account Agreement
Collection and Deposit Account Agreement (70K)
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COLLECTION AND DEPOSIT ACCOUNT AGREEMENT
THIS COLLECTION AND DEPOSIT ACCOUNT AGREEMENT (this "AGREEMENT")
dated as of July 30, 2001, among LASALLE BANK NATIONAL ASSOCIATION having an
address at 135 LaSalle Street, Suite 1225, Chicago, Illinois 60603, in its
capacity as collection bank (the "COLLECTION BANK"), LASALLE BANK NATIONAL
ASSOCIATION, having an address at 135 LaSalle Street, Suite 1625, Chicago,
Illinois 60603, in its capacity as depository (the "DEPOSITORY"), LAKESHORE
MARKETPLACE, LLC, a Delaware limited liability company, having an address at
77 West Wacker Drive, Suite 4200, Chicago, Illinois 60601 ("BORROWER") and
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation, having an
address at 600 Steamboat Road, Greenwich, Connecticut 06803 (together with
its successors and assigns, "LENDER").
W I T N E S S E T H:
A. Lender has agreed to make a loan in the amount of
$15,993,000 (the "LOAN") to Borrower evidenced by a Promissory Note, dated as
of the date hereof (as amended, modified or restated and any replacements
therefor, the "NOTE"), from Borrower to Lender, and secured, INTER ALIA, by a
Mortgage, dated as of the date hereof (as amended, modified, restated, spread
or consolidated, the "INSTRUMENT"; together with the Note, this Agreement and
all other documents and agreements evidencing and/or securing the Loan,
collectively, the "LOAN DOCUMENTS"), on certain real property known as
Lakeshore Marketplace located in Muskegon, Michigan (the "PROPERTY");
B. Borrower and Horizon Group Properties, L.P., a Delaware
limited partnership (the "MANAGER") are parties to a management agreement
pursuant to which the Manager has agreed to act as manager with respect to
the Property;
C. The Instrument provides that all Rents (as hereinafter
defined) shall be sent directly to one or more financial institutions
acceptable to Lender for deposit into an account designated and established
by Lender or its designee; and
D. Lender and Borrower desire to retain the Collection Bank
and Depository to provide the services described herein.
NOW THEREFORE, in consideration of the mutual premises contained
herein and for other good and valuable consideration the sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. DEFINED TERMS. Certain capitalized terms used herein are
defined in Section 16.
2. DEPOSIT OF RENTS; DUTIES OF THE COLLECTION BANK.
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(a) From and after the date hereof, Borrower will (a) cause
all tenants under Leases now or hereafter affecting all or a portion of the
Property to deliver all Rents directly to the Collection Bank at the
following address: Lakeshore Marketplace, LLC, 135 S. LaSalle St., Dept.
6285, Chicago, IL 60674-6285 (the "Lockbox"), whereupon the Collection Bank
shall promptly deposit such rents into the Collection Account (hereinafter
defined), and (b) cause any and all other Rents received by Borrower, its
affiliates, partners or members, the Manager or any other party on Borrower's
behalf to be deposited into the Collection Account within two (2) Business
Days after receipt thereof by or on behalf of Borrower. On the date hereof,
Borrower shall deliver to each tenant under an existing Lease an irrevocable
direction in the form of EXHIBIT A attached hereto and made a part hereof
(each, a "TENANT NOTICE") to deliver all Rent payable under such tenant's
Lease, when due, directly to the Lockbox. In addition, Borrower shall deliver
a Tenant Notice to each tenant under any Lease entered into after the date
hereof promptly after execution of such Lease.
(b) The Collection Bank shall receive and process any
deposits properly presented by Borrower, its partners, members or any of
their respective agents pursuant to Section 6 in accordance with the terms of
this Agreement. The Collection Bank shall also receive and process all Rents
sent directly to the Lockbox by tenants at the Property in accordance with
the terms of the Wholesale Lockbox Mail Service Agreement between Borrower
and Collection Bank. The Rents and other deposits described in this Section
2(b) are collectively referred to herein as the "RECEIPTS." The Collection
Bank shall establish and maintain a Collection Account for the Property in
the name of Borrower, with Lender, as secured party, as account number
5800254475 (the "COLLECTION ACCOUNT"), into which the Collection Bank shall
deposit all Receipts received by it with respect to the Property.
(c) Items deposited with, or funds transfers received (for
credit to the Collection Account) by, the Collection Bank which are returned
for insufficient or uncollected funds will be re-deposited the first time.
Items or funds transfers returned unpaid the second time for whatever reason
shall be debited to the Collection Account under advice and returned to
Borrower. Borrower shall be liable to the Collection Bank for the amount of
any exchange or collection charges incurred by the Collection Bank. Fees for
returned items (or funds transfers) will be charged directly to the
Collection Account. If there are insufficient funds in the Collection Account
to fully reimburse Collection Bank for the amount of any returned item (or
funds transfer) and any related fees and expenses, then Borrower and Lender
agree to fully reimburse Collection Bank on demand to the extent either
receives the proceeds of such item or funds transfer. The Collection Bank
shall send a monthly statement to Lender, which shall specify the amounts
deposited into the Collection Account with respect to the Property for the
previous month.
(d) The Collection Account shall be an Eligible Account
entitled "Lakeshore Marketplace, LLC, for the benefit of Greenwich Capital
Financial Products, Inc., together with its successors and assigns, as
Secured Party", or entitled in such other fashion as Lender shall determine.
The Collection Bank shall deposit into the Collection Account the Rents for
the Property and all other amounts transferred to the Collection Bank,
pursuant to this Agreement or otherwise. The Collection Account shall be
under the sole dominion and control of Lender (which may be exercised through
Lender's Servicer designated by Lender to the Collection Bank
268256
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HGPI
As referenced in this Collection and Deposit Account Agreement:
HORIZON GROUP PROPERTIES, INC – ___________________________
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MANAGER HEREBY AGREES TO THE PROVISIONS OF SECTION 6 HEREOF:
HORIZON GROUP PROPERTIES, L.P.,
a Delaware limited partnership
By: HORIZON GROUP PROPERTIES, INC .,
a Maryland corporation,
its general partner
By:__________________________
Name:_______________________
Title:________________________
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EXHIBIT A
FORM OF TENANT NOTICE
[Letterhead of
_____________
dt 176106
;
Horizon Group
As referenced in this Collection and Deposit Account Agreement:
Horizon Group Properties, L.P. – the Loan,
collectively, the "LOAN DOCUMENTS"), on certain real property known as
Lakeshore Marketplace located in Muskegon, Michigan (the "PROPERTY");
B. Borrower and Horizon Group Properties, L.P. , a Delaware
limited partnership (the "MANAGER") are parties to a management agreement
pursuant to which the Manager has agreed to act as
_____________
HORIZON GROUP PROPERTIES, L.P. – PRODUCTS, INC.
a Delaware corporation
By: _______________________________
Name:__________________________
Title:___________________________
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MANAGER HEREBY AGREES TO THE PROVISIONS OF SECTION 6 HEREOF:
HORIZON GROUP PROPERTIES, L.P. ,
a Delaware limited partnership
By: HORIZON GROUP PROPERTIES, INC.,
a Maryland corporation,
its general partner
By:__________________________
Name:_______________________
Title:________________________
76
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_____________
dt 177346
;
McGraw-Hill Companies
As referenced in this Collection and Deposit Account Agreement:
McGraw-Hill Companies, Inc – maturity at par of such underlying
investment.
(e) "RATING AGENCY" shall mean any of Standard & Poor's
Rating Services, a division of the McGraw-Hill Companies, Inc ., Moody's
Investors Service, Inc., Fitch, Inc., any successors thereto, or any other
nationally-recognized statistical rating organization designated by Lender in
_____________
dt 311755
;
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Fannie Mae
As referenced in this Collection and Deposit Account Agreement:
Federal National Mortgage
Association – or guaranteed as to timely
payment of principal and interest by, the Federal Home Loan Mortgage
Corporation, the Federal Home Loan Bank, the Federal National Mortgage
Association or the Federal Farm Credit System, provided that any such
obligation, at the time of purchase or contractual commitment providing
for the
_____________
dt 161935
;
 Greenwich
As referenced in this Collection and Deposit Account Agreement:
GREENWICH CAPITAL FINANCIAL PRODUCTS, – LAKESHORE
MARKETPLACE, LLC, a Delaware limited liability company, having an address at
77 West Wacker Drive, Suite 4200, Chicago, Illinois 60601 ("BORROWER") and
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation, having an
address at 600 Steamboat Road, Greenwich, Connecticut 06803 (together with
its successors and assigns, "LENDER").
W
_____________
Greenwich Capital
Financial Products, – the Property for the
previous month.
(d) The Collection Account shall be an Eligible Account
entitled "Lakeshore Marketplace, LLC, for the benefit of Greenwich Capital
Financial Products, Inc., together with its successors and assigns, as
Secured Party", or entitled in such other fashion as Lender shall determine.
The Collection
_____________
Greenwich Capital
Financial Products, – the Collection Bank) from
the Collection Account. The Deposit Account shall be an Eligible Account
entitled "Lakeshore Marketplace, LLC, for the benefit of Greenwich Capital
Financial Products, Inc., together with its successors and assigns, as
Secured Party", or entitled in such other fashion as Lender shall determine.
The Depository
_____________
GREENWICH CAPITAL FINANCIAL PRODUCTS, – Delaware limited liability company
By: LAKESHORE MARKETPLACE
FINANCE COMPANY, INC.,
a Delaware corporation,
its Managing Member
By: ____________________________
Name:_______________________
Title:________________________
LENDER:
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
a Delaware corporation
By: _______________________________
Name:__________________________
Title:___________________________
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MANAGER HEREBY AGREES TO THE PROVISIONS OF SECTION 6 HEREOF:
_____________
Greenwich Capital Financial Products, – accordance with the foregoing instructions will be credited against sums due
to Landlord by Tenant. Until otherwise advised in writing by Landlord and
Greenwich Capital Financial Products, Inc., the mortgagee of the Project (or
its successors or assigns), you should continue to make your payments for
rent and other
_____________
dt 158382
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