CASH COLLATERAL AGREEMENT
June 18, 0000
Xxxxx Xxxxxx Bank and Trust Company
Xxx Xxxxxxxxxxxxx Xxxxx
0xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Corporate Trust
Re: KRT Property Holdings, Inc., Hillcrest Plaza
Limited Partnership, KR Suburban, L.P., Fox Run,
Limited Partnership, XX XxxXxxxxx Associates,
L.P., KR Best Associates, L.P., KR 69th Street,
L.P., KR Trust One, Inc., KR Orange, Inc., KR
Collegetown, Inc., KR Hillcrest Mall, Inc. and XX
Xxxxxxx, L.P., KR Manchester, Inc. and KR Street
Associates, L.P.
Ladies and Gentlemen:
Reference is made to trust account no. 990-01265 (such
account, together with all subaccounts thereunder, the
"Accounts") maintained with you (the "Bank") at your corporate
trust offices located at Two International Place, Boston,
Massachusetts by KRT Property Holdings, Inc., Hillcrest Plaza
Limited Partnership, KR Suburban, L.P., Fox Run, Limited
Partnership, XX XxxXxxxxx Associates, L.P., KR Best Associates,
L.P., KR 69th Street, L.P., KR Trust One, Inc., KR Manchester,
Inc., KR Street Associates, L.P., KR Orange, Inc., KR
Collegetown, Inc., KR Hillcrest Mall, Inc. and XX Xxxxxxx, L.P.
(collectively, "Borrower"). The Accounts are further described
as set forth on Schedule I attached hereto. Pursuant to a
Collection Account Security, Pledge and Assignment Agreement,
dated as of the date hereof (the "Security Agreement"), Borrower
has agreed with the Bank and KRT Origination Corp., as lender
("Lender") to establish and maintain the Accounts and to confirm
and/or create a security interest in favor of the Bank as agent
for Lender in the following (the "Account Collateral"): the
Accounts, all funds held therein and all certificates and
instruments, if any, from time to time representing or evidencing
the Accounts, all interest, dividends, cash, instruments and
other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all
of the foregoing and all proceeds of any and all of the foregoing
other than Account Collateral distributed to the Borrower under
the Security Agreement. It is a condition to the continued
maintenance of the Accounts with the Bank that the Bank agrees to
this letter agreement.
By signing this letter agreement, the parties agree
with each other as follows:
1. Notwithstanding anything to the contrary in any
other agreement relating to the Accounts, (a) the Accounts will
be entitled: (i) "State Street Bank and Trust Company, as agent,
Re: KRT Property Holdings, Inc., Hillcrest Plaza Limited
Partnership, KR Suburban, L.P., Fox Run, Limited Partnership, XX
XxxXxxxxx Associates, L.P., KR Best Associates, L.P., KR 69th
Street, L.P., KR Trust One, Inc., KR Manchester, Inc., KR Street
Associates, L.P., KR Orange, Inc., KR Collegetown, Inc., KR
Hillcrest Mall, Inc. and XX Xxxxxxx, L.P., Receipts Account," and
(ii) "State Street Bank and Trust Company, as agent, Re: KRT
Property Holdings, Inc., Hillcrest Plaza Limited Partnership, KR
Suburban, L.P., Fox Run, Limited Partnership, XX XxxXxxxxx
Associates, L.P., KR Best Associates, L.P., KR 69th Street, L.P.,
KR Trust One, Inc., KR Manchester, Inc., KR Street Associates,
L.P., KR Orange, Inc., KR Collegetown, Inc., KR Hillcrest Mall,
Inc. and XX Xxxxxxx, L.P., Collection Account"; and (b) the
subaccounts thereunder: (i) "State Street Bank and Trust
Company, as agent, Re: KRT Property Holdings, Inc., Hillcrest
Plaza Limited Partnership, KR Suburban, L.P., Fox Run, Limited
Partnership, XX XxxXxxxxx Associates, L.P., KR Best Associates,
L.P., KR 69th Street, L.P., KR Trust One, Inc., KR Manchester,
Inc., KR Street Associates, L.P., KR Orange, Inc., KR
Collegetown, Inc., KR Hillcrest Mall, Inc. and XX Xxxxxxx, L.P.,
Capital and TI Reserve Account," (ii) "State Street Bank and
Trust Company, as agent, Re: KRT Property Holdings, Inc.,
Hillcrest Plaza Limited Partnership, KR Suburban, L.P., Fox Run,
Limited Partnership, XX XxxXxxxxx Associates, L.P., KR Best
Associates, L.P., KR 69th Street, L.P., KR Trust One, Inc., KR
Manchester, Inc., KR Street Associates, L.P., KR Orange, Inc., KR
Collegetown, Inc., KR Hillcrest Mall, Inc. and XX Xxxxxxx, L.P.,
Sinking Fund Account," and (iii) "State Street Bank and Trust
Company, as agent, Re: KRT Property Holdings, Inc., Hillcrest
Plaza Limited Partnership, KR Suburban, L.P., Fox Run, Limited
Partnership, XX XxxXxxxxx Associates, L.P., KR Best Associates,
L.P., KR 69th Street, L.P., KR Trust One, Inc., KR Manchester,
Inc., KR Street Associates, L.P., KR Orange, Inc., KR
Collegetown, Inc., KR Hillcrest Mall, Inc. and XX Xxxxxxx, L.P.,
Default Interest Account," and withdrawals therefrom will be
permitted only in accordance with the Security Agreement.
2. The Bank shall be entitled to exercise any and all
rights of Borrower in respect of the Accounts and Borrower
authorizes the Bank to exercise any and all rights in respect of
the Accounts (provided that such exercise is consistent with the
Security Agreement) as the Bank shall deem reasonably necessary
or desirable in order to effectuate the provisions of this letter
agreement. The Bank shall, as soon as practicable after its
exercise of such rights, notify Borrower and Lender in writing of
such exercise, provided, however, that in no event shall any
failure by the Bank to so notify Borrower affect in any way the
Bank's rights under this Paragraph 2. The Bank hereby waives any
and all rights it may have at law or otherwise to set off, or
make any claim, against the Accounts, other than the right to
receive compensation and indemnification under the Security
Agreement.
3. Notwithstanding any other provisions of this letter
agreement, it is agreed that the Bank shall not be liable either
directly or indirectly for any action taken by it or any of its
directors, officers, agents or employees in accordance with this
letter agreement except for its or their own gross negligence or
bad faith. In no event shall the Bank be liable either directly
or indirectly for losses or delays resulting from force majeure,
computer malfunctions, interruption of communication facilities,
labor difficulties or other causes beyond the Bank's reasonable
control or for consequential damages.
4. This letter agreement shall be effective as of the
date above written. Neither this letter agreement nor any
provisions hereof may be changed, amended, modified or waived
orally, but only by an instrument in writing signed by the
parties hereto and consented to by Lender. Any provisions of
this letter agreement which may prove unenforceable under any law
or regulation shall not affect the validity of any other
provision hereof.
5. All notices, demands, requests, consents, approvals
and other communications (each herein a "Notice" or collectively
"Notices") required, permitted, or desired, to be given hereunder
shall be in writing and (i) sent by telecopy or by registered or
certified mail, postage prepaid, return receipt requested or (ii)
delivered by hand or reputable overnight courier service,
addressed to the party to be so notified at its address
hereinafter set forth, or to such other address as such party
shall have specified most recently by like Notice.
If to the Bank: State Street Bank and Trust Company
Xxx Xxxxxxxxxxxxx Xxxxx
0xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Corporate Trust
Facsimile: (000) 000-0000
If to Borrower: KRT Property Holdings, Inc., Hillcrest Plaza
Limited Partnership, KR Suburban, L.P., Fox
Run, Limited Partnership, XX XxxXxxxxx
Associates, L.P., KR Best Associates, L.P.,
KR 69th Street, L.P., KR Trust One, Inc., KR
Manchester, Inc., KR Street Associates, L.P.,
KR Orange, Inc., KR Collegetown, Inc., KR
Hillcrest Mall, Inc. and XX Xxxxxxx, L.P.,
c/o Kranzco Realty Trust
000 Xxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: Xxxxxx Xxxxxx
Facsimile: (000) 000-0000
With a Copy to: Xxxxxxxx Xxxxxxxxx Xxxxxx
Aronsohn & Xxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx X. Xxxxxx, Esq.
Facsimile: (000) 000-0000
If to Lender: KRT Origination Corp.
c/o Kranzco Realty Trust
000 Xxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxxxx
Facsimile: (000) 000-0000
6. This letter agreement shall not be assignable by
the Bank without the consent of the undersigned (which shall not
be unreasonably withheld) and Lender and shall not be assignable
by the undersigned. This letter agreement shall be binding upon
the parties and their respective successors and permitted assigns
and shall inure to the benefit of the parties and their
respective successors and permitted assigns. The Bank may
terminate this letter agreement only upon thirty (30) days' prior
written notice to Borrower in accordance with Section 14 of the
Security Agreement. Upon such termination the Bank shall hold
all funds in the Accounts until it receives instructions from
Lender or its successor instructing it how to dispose of such
funds.
7. This letter agreement shall be governed by and
construed in accordance with the laws of the State of New York
without regard to conflicts of law principles of such State.
8. The rights and remedies of the Bank as set forth in
the Security Agreement are expressly incorporated in this letter
agreement.
9. This letter agreement shall be subject to all of
the terms, covenants and conditions of the Security Agreement all
of which are incorporated herein by reference as if fully set
forth herein.
Very truly yours,
BORROWER:
KRT PROPERTY HOLDINGS, INC.
By: /s/ Xxxxxx Xxxxxxxxx
----------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
HILLCREST PLAZA LIMITED
PARTNERSHIP
By KR Hillcrest, Inc.
By: /s/ Xxxxxx Xxxxxxxxx
----------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
KR SUBURBAN, L.P.
By KR Suburban, Inc.
By: /s/ Xxxxxx Xxxxxxxxx
----------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
FOX RUN, LIMITED PARTNERSHIP
By Fox Run, Inc.
By: /s/ Xxxxxx Xxxxxxxxx
----------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
[Signatures to Cash Collateral Agreement continue on following
page]
XX XXXXXXXXX ASSOCIATES, L.P.
By XX XxxXxxxxx, Inc.
By: /s/ Xxxxxx Xxxxxxxxx
----------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
KR BEST ASSOCIATES, L.P.
By KR Best Associates, Inc.
By: /s/ Xxxxxx Xxxxxxxxx
----------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
KR 69TH STREET, L.P.
By KR 69th Street, Inc.
By: /s/ Xxxxxx Xxxxxxxxx
----------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
KR TRUST ONE, INC.
By: /s/ Xxxxxx Xxxxxxxxx
----------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
KR MANCHESTER, INC.
By: /s/ Xxxxxx Xxxxxxxxx
----------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
[Signatures to Cash Collateral Agreement continue on following
page]
KR STREET ASSOCIATES, L.P.
By KR Street, Inc.
By: /s/ Xxxxxx Xxxxxxxxx
----------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
KR ORANGE, INC.
By: /s/ Xxxxxx Xxxxxxxxx
----------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
KR COLLEGETOWN, INC.
By: /s/ Xxxxxx Xxxxxxxxx
----------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
KR HILLCREST MALL, INC.
By: /s/ Xxxxxx Xxxxxxxxx
------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
XX XXXXXXX, L.P.
By XX Xxxxxxx, Inc.
By: /s/ Xxxxxx Xxxxxxxxx
----------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
[Signatures to Cash Collateral Agreement continue on following
page]ACKNOWLEDGED AND AGREED TO
AS OF THE DATE FIRST
ABOVE WRITTEN:
STATE STREET BANK AND
TRUST COMPANY, as Agent
By: /s/ Xxxxx Xxxxxx
---------------------------
Name: Xxxxx Xxxxxx
Title: Assistant Vice President SCHEDULE I
Account Number Account Name
1412912975 State Street Bank and Trust Company, as
agent, Re: KRT Property
(CoreStates Bank) Holdings, Inc., Hillcrest Plaza Limited
Partnership, KR Suburban, L.P., Fox Run,
Limited Partnership, XX XxxXxxxxx Associates,
L.P., KR Best Associates, L.P., KR 69th
Street, L.P., KR Trust One, Inc., KR
Manchester, Inc., KR Street Associates, L.P.,
KR Orange, Inc., KR Collegetown, Inc., KR
Hillcrest Mall, Inc. and XX Xxxxxxx, L.P.,
Receipts Account
990-01265 State Street Bank and Trust Company, as
agent, Re: KRT Property
(State Street Holdings, Inc., Hillcrest Plaza Limited
Partnership, KR Suburban,
Bank and Trust L.P., Fox Run, Limited Partnership, XX
XxxXxxxxx Associates, L.P.,
Company) KR Best Associates, L.P., KR 69th Street,
L.P., KR Trust One, Inc., KR Manchester,
Inc., KR Street Associates, L.P., KR Orange,
Inc., KR Collegetown, Inc., KR Hillcrest
Mall, Inc. and XX Xxxxxxx, L.P., Collection
Account
990-01265 State Street Bank and Trust Company, as
agent, Re: KRT Property
(State Street Holdings, Inc., Hillcrest Plaza Limited
Partnership, KR Suburban,
Bank and Trust L.P., Fox Run, Limited Partnership, XX
XxxXxxxxx Associates, L.P.,
Company) KR Best Associates, L.P., KR 69th Street,
L.P., KR Trust One, Inc., KR Manchester,
Inc., KR Street Associates, L.P., KR Orange,
Inc., KR Collegetown, Inc., KR Hillcrest
Mall, Inc. and XX Xxxxxxx, L.P., Capital and
TI Reserve Account
990-01265 State Street Bank and Trust Company, as
agent, Re: KRT Property
(State Street Holdings, Inc., Hillcrest Plaza Limited
Partnership, KR Suburban,
Bank and Trust L.P., Fox Run, Limited Partnership, XX
XxxXxxxxx Associates, L.P.,
Company) KR Best Associates, L.P., KR 69th Street,
L.P., KR Trust One, Inc., KR Manchester,
Inc., KR Street Associates, L.P., KR Orange,
Inc., KR Collegetown, Inc., KR Hillcrest
Mall, Inc. and XX Xxxxxxx, L.P., Sinking Fund
Account
990-01265 State Street Bank and Trust Company, as
agent, Re: KRT Property
(State Street Holdings, Inc., Hillcrest Plaza Limited
Partnership, KR Suburban,
Bank and Trust L.P., Fox Run, Limited Partnership, XX
XxxXxxxxx Associates, L.P.,
Company) KR Best Associates, L.P., KR 69th Street,
L.P., KR Trust One, Inc., KR Manchester,
Inc., KR Street Associates, L.P., KR Orange,
Inc., KR Collegetown, Inc., KR Hillcrest
Mall, Inc. and XX Xxxxxxx, L.P., Default
Interest Account
