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