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PERMANENT PARCEL NO.
EXHIBIT "B" ANNEXED TO AND MADE A PART OF THE
OPEN-END MORTGAGE AND SECURITY AGREEMENT
PERMITTED TITLE EXCEPTIONS
Those matters noted in Schedule B, Part I, of Agent's Title Insurance Loan
Policy
EXHIBIT L
FORM OF
ASSIGNMENT OF LEASES AND RENTS
ASSIGNMENT OF LEASES AND RENTS
This Assignment of Leases and Rents (hereinafter, this "Assignment") made
as of this [______] day of [______], [______] by [_____________], a
[____________] having an address at 44 South Bayles Avenue, Port Washington, New
York 11050 (hereinafter, together with any successors and assigns, the
"Assignor") to BANK OF AMERICA, N.A., a national banking association having an
address at 100 N. Tryon Street, Mail Code: NC1-001-15-14, Charlotte, NC 28255,
in its capacity as Administrative Agent under a certain Amended and Restated
Loan Agreement (as now or hereafter amended, hereinafter, the "Loan Agreement")
dated as of November 10, 2009, by and among CEDAR SHOPPING CENTERS PARTNERSHIP,
L.P. (hereinafter, the "Borrower", which Borrower is not a party to this
Assignment), Bank of America, N.A. and the other lending institutions which are
or become parties to the Loan Agreement (Bank of America, N.A. and the other
lending institutions which are or become parties to the Loan Agreement are
collectively referred to as the "Lenders" and individually as the "Lender"), and
Bank of America, N.A., as Administrative Agent (hereinafter, together with any
successors and assigns, the "Agent"), as the holder of this Assignment, and the
Obligations (as defined below) secured hereby.
WITNESSETH THAT:
(XXXVI) GRANT OF ASSIGNMENT. THIS ASSIGNMENT IS GRANTED PURSUANT TO THE
TERMS, PROVISIONS AND CONDITIONS OF THE LOAN AGREEMENT. CAPITALIZED TERMS USED
HEREIN WHICH ARE NOT OTHERWISE SPECIFICALLY DEFINED SHALL HAVE THE SAME MEANING
HEREIN AS IN THE LOAN AGREEMENT.
Assignor, for good and valuable consideration, receipt of which is hereby
acknowledged, hereby absolutely and unconditionally grants, transfers and
assigns to Agent and the Lenders, and grants to Agent and the Lenders a
continuing pledge of and security interest in, the entire present and future
interest of Assignor in, to and under: (a) all leases, subleases, rental
agreements or other occupancy agreements to which Assignor is a party
(hereinafter, the "Leases") now or hereafter in existence, with respect to all
or any portion of the real property known as [__________________] (hereinafter,
the "Property"); (b) all rents, income and profits of any kind arising from such
interests in the Leases and any renewals or extensions thereof for the use and
occupation of all or any portion of the Property; (c) all guaranties of and
security for the Leases; and (d) all proceeds of the foregoing.
Assignor is the owner of the Property. A legal description of the Property
is annexed hereto as Exhibit A.
(XXXVII) OBLIGATIONS SECURED. THIS ASSIGNMENT IS MADE FOR THE PURPOSE OF
SECURING THE "OBLIGATIONS" AS FOLLOWS:
i. The Guaranteed Obligations, as such term is defined in that certain
Guaranty of even date executed by the Assignor in favor of the