COLLATERAL ASSIGNMENT OF LEASES AND RENTS

                    -----------------------------------------



         This Collateral Assignment of Leases and Rents (hereinafter, this

"Assignment") made as of this ___ day of March, 2004 by Cedar Dubois, LLC, a

Delaware limited liability company having an address at 44 South Bayles Avenue,

Port Washington, New York 11050 (hereinafter, together with any successors and

assigns, the "Assignor") to FLEET NATIONAL BANK, a national banking association

having an address at 100 Federal Street, 8th Floor, Boston, Massachusetts 02110,

as agent under a certain Loan Agreement (hereinafter, the "Loan Agreement")

dated January 30, 2004, by and among CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.

(hereinafter, the "Borrower", which Borrower is not a party to this Assignment),

Fleet National Bank and the other lending institutions which are or become

parties to the Loan Agreement (Fleet National Bank 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 Fleet

National Bank, as Agent (hereinafter, together with any successors and assigns,

the "Agent"), as the holder of this Assignment, and the Obligations (as defined

below) secured hereby.



                          W I T N E S S E T H  T H A T:

                          - - - - - - - - - -  - - - -



1.       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 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

located at the intersection of Route 255 and Commons Drive, Sandy Township,

Clearfield County, Pennsylvania (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.



2.       Obligations Secured. This Assignment is made for the purpose of

         securing the "Obligations" as follows:



                  A. The Guaranteed Obligations, as such term is defined in that

         certain Guaranty of even date executed by the Assignor in favor of the

         Agent on behalf of the Lenders;



                  B. The payment, performance, discharge and satisfaction of

         each covenant, warranty, representation, undertaking and condition to

         be paid, performed, satisfied and complied with by Assignor under and

         pursuant to this Assignment, the Guaranty, the Loan Documents, or any

         other document executed in connection therewith;





                                       -1-



{PAGE}







                  C. The payment of all costs, expenses, legal fees and

         liabilities incurred by Agent or any Lender in connection with the

         enforcement of any of Agent's or any Lender's rights or remedies under

         this Assignment, the Guaranty, the Loan Documents, or any other

         instrument, agreement or document which evidences or secures any other

         obligations or collateral therefor, whether now in effect or hereafter

         executed; and



                  D. The payment, performance, discharge and satisfaction of all

         other liabilities and obligations of Assignor to Agent and the Lenders,

         whether now existing or hereafter arising, direct or indirect, absolute

         or contingent, and including, but without limitation express or implied

         upon the generality of the foregoing, each such liability and

         obligation of Assignor under this Assignment, the Guaranty, the Loan

         Documents, and each amendment, extension, modification, replacement or

         recasting of any one or more of the instruments, agreements and

         documents referred to herein or therein or executed in connection with

         the transactions contemplated hereby or thereby.



3.       Warranties and Representations. Assignor warrants and represents that

         it is and shall be in the future the sole owner of the entire interests

         described in Section 1 above and that no rent reserved in the Leases

         has been or will be in the future otherwise assigned or anticipated,

         and that no rent for any period subsequent to the date of this

         Assignment will be collected more than one (1) month in advance except

         for security deposits and last month's rents taken in the usual course

         of business pursuant to Leases.



         Assignor further warrants and represents that as of the date hereof:

(a) true and complete copies, together with all amendments and modifications, of

all Leases presently in full force and effect have been delivered to Agent; (b)

to Assignor's knowledge, and except as disclosed to Agent no default exists on

the part of any of the lessees or tenants or of Assignor as lessor in the

performance on the part of either of the terms, covenants, provisions or

agreements in the Leases contained; (c) except as disclosed to Agent Assignor

knows of no condition which with the giving of notice or the passage of time or

both would constitute a default on the part of any of the lessees or Assignor

under the Leases; and (d) no security deposit or advance rental payment has been

made by any lessee under the Leases except as has been previously disclosed by

Assignor to Agent, or as may be specifically designated in the copies of the

Leases previously furnished to Agent.



4.       Covenants. The Assignor shall comply with the terms and conditions of

         the Loan Agreement with respect to all present and future Leases of the

         Property.



5.       Further Terms, Covenants and Conditions. This Assignment is made on the

         following terms, covenants and conditions:



         5.1 Prior to Default. So long as no Event of Default (as defined in the

Loan Agreement) exists (hereinafter, collectively, a "Continuing Default"):

Assignor shall have the right and license to manage and operate the Property and

to collect at the time of, but not more than one (1) month prior to (except for

security deposits and first or last month's rent taken in the usual course of

business pursuant to the Leases), the date provided for the payment thereof, all

rents, income and profits arising under the Leases or from the premises

described therein and, subject to the provisions of the other Loan Documents, to

retain, use and enjoy the same.



         5.2 After Default. At any time when a Continuing Default exists, Agent,

without in any way waiving such default, may at its option, without notice

(except for the notice of default), and without regard to the adequacy of the

security for the Obligations secured hereby and by the Mortgage revoke the right

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC