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ASSIGNMENT AND ASSUMPTION OF LEASES AND
SECURITY DEPOSITS
This Assignment and Assumption Agreement is made as of this _____
day
of March, 2004, between TOWNFAIR CENTER
ASSOCIATES, PHASE III, a Pennsylvania
general partnership having an address at
c/o Michael Joseph Development
Corporation, 2500 Brooktree Drive, Suite
300, Wexford, PA 15090 ("Assignor"),
comprised of P. J. DICK INCORPORATED, a
Pennsylvania corporation, and MICHAEL
JOSEPH LIMITED PARTNERSHIP #2, a
Pennsylvania limited partnership, each a
General Partner of Assignor, and CEDAR
TOWNFAIR PHASE III, LLC, a Delaware
limited liability company, having an
address at 44 South Bayles Avenue, Port
Washington, New York 11050 (the
"Assignee").
BACKGROUND
Assignor and Townfair Center Associates (collectively,
"Seller")
entered into a certain Agreement
of Purchase and Sale dated December 24, 2003
(the "Purchase Agreement") with
Cedar Shopping Centers Partnership, L.P.
("Cedar LP"), in which Seller
agreed to sell and Cedar LP agreed to purchase
certain real estate and other real
and personal property more fully described
therein. By an Assignment and
Assumption Agreement ("Assignment Agreement")
dated of even date herewith, Cedar
LP assigned to Assignee all of its rights,
title and interest in the Purchase
Agreement with respect to the land and
improvements thereon owned by
Assignor, which real estate is described on
Exhibit A attached hereto and made
a part hereof (the "Property").
Pursuant to the Purchase Agreement and the Assignment Agreement,
under
which closing is taking place on
the date hereof, Assignor desires to transfer
and assign to Assignee all of
Assignor's right, title, interest and privileges
in and to (a) all existing leases
for the Property (the "Leases"), and (b) the
security deposits, guarantees and
other security for the performance of the
tenants' obligations under the
respective Leases being held by Assignor with
respect to the Leases (the
"Security"), and Assignee desires to accept such
assignment and assume Assignor's
obligations under the Leases arising from and
after the date hereof including,
without limitation, those in respect of the
Security. Any capitalized terms
used in this instrument that are defined in the
Purchase Agreement shall have the
meanings given such terms in the Purchase
Agreement.
NOW, THEREFORE, intending to be legally bound hereby, Assignor
and
Assignee agree as follows:
1. Assignor hereby absolutely and irrevocably transfers and assigns
to
Assignee all of Assignor's right, title,
interest, claims and privileges, as
landlord, in and to the Leases and the
Security, all of which are listed on
Exhibit B and Exhibit B-l, respectively,
attached hereto and made a part hereof.
Assignor represents and warrants to
Assignee that Exhibit B
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is a true, complete and correct list of the
Leases which affect the Property,
including all amendments, modifications,
letter agreements, assignments and
guaranties thereof or relating thereto.
Assignor represents and warrants to
Assignee that there are no agreements
(written or oral) affecting the Property
or any portion thereof in the nature of
leases (including ground leases),
concessions, licenses or occupancy
agreements, or any amendments, modifications
side letters or guaranties thereof, other
than the Leases listed on Exhibit B,
true and complete copies of which have been
delivered to Assignee. Assignor
represents and warrants to Assignee that
Exhibit B-l contains a complete list of
all security deposits and letters of credit
(if any) posted with Assignor as
security, affecting the Property. Assignor
agrees to indemnify, defend and hold
Assignee harmless from and against any and
all losses, liabilities or damages,
including reasonable attorneys fees and
litigation expenses, arising as a result
of claims asserted against Assignee under
the Leases (or otherwise) for events
occurring prior to the date hereof
(including, without limitation, claims for
the return of any Security not listed on
Exhibit B-l).
2. Assignee hereby assumes and agrees to perform all of the
Assignor's
obligations, as landlord, arising or to be
performed under the Leases from and
after the date of this Assignment. Assignee
agrees to indemnify, defend and hold
Assignor harmless from and against any and
all loss, l
