ANY
PARTY. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR ASSIGNOR, AGENT AND
EACH OF THE LENDERS TO ENTER INTO THE TRANSACTIONS CONTEMPLATED HEREBY.
c. SUBMISSION TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED WITHIN THE FIRST
DEPARTMENT OF THE NEW YORK STATE UNIFIED COURT SYSTEM AND OF THE UNITED STATES
DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT
HAVING JURISDICTION FROM AN APPEAL THEREFROM, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS ASSIGNMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.
EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
ASSIGNMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING
ANY ACTION OR PROCEEDING RELATING TO THIS ASSIGNMENT OR ANY OTHER LOAN DOCUMENT
AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF
ANY JURISDICTION.
(XLII) LOCAL LAW.
a. [INSERT STATE-SPECIFIC PROVISIONS]
[The balance of this page is intentionally left blank]
IN WITNESS WHEREOF, the Assignor has caused this Assignment to be duly
executed and delivered as a sealed instrument as of the date first written
above.
ASSIGNOR:
[SIGNATURE BLOCK OF ASSIGNOR]
STATE OF ___________________
COUNTY OF _________________
And now, this ____ day of ________, 20 __, before me, the undersigned
Notary Public, personally appeared ___________, who acknowledged himself/herself
to be the Vice President of Cedar Shopping Centers, Inc., a Maryland
corporation, as general partner of Cedar Shopping Centers Partnership, L.P., a
Delaware limited partnership and [________] of [_________________], a
[_________________] and that s/he, as such Vice President being authorized to do
so, executed the foregoing instrument for the purposes therein contained on
behalf of such partnership, corporation, and company.
___________________________________________________
Notary Public
My commission expires:
EXHIBIT A ANNEXED TO AND MADE A PART OF THE
COLLATERAL ASSIGNMENT OF LEASES AND RENTS
LEGAL DESCRIPTION
Property Address:
[________________]
[________________________]
ADDRESS:
[________________________]
PERMANENT PARCEL NO. ______________________
EXHIBIT M
FORM OF
COLLATERAL ASSIGNMENT OF CONTRACTS
COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT
IN RESPECT OF CONTRACTS, LICENSES AND PERMITS
1. PARTIES. [________________], a [________________] having an address at
44 South Bayles Avenue, Port Washington, New York 11050 (hereinafter, the
"Assignor") hereby assigns, transfers, sets over, pledges and, if applicable,
delivers, to BANK OF AMERICA, N.A., a national banking association having an
address at 100 N. Tryon Street, Mail