<PAGE>
ASSIGNMENT AND ASSUMPTION OF LEASES AND
SECURITY DEPOSITS
This Assignment and Assumption Agreement is made this 5th day of
March,
2004, between DUBOIS REALTY PARTNERS, L.P.,
a Pennsylvania limited partnership
having an address at c/o Michael Joseph
Development Corporation 2500 Brooktree
Drive, Suite 300, Wexford, PA 15090
("Assignor") and CEDAR DUBOIS, LLC, a
Delaware limited liability company, having
an address at 44 South Bayles Avenue,
Port Washington, New York 11050 (the
"Assignee").
BACKGROUND
Assignor and Assignee entered into a certain Agreement of Purchase
and
Sale dated December 24, 2003, (the
"Agreement of Sale"), in which Assignor
agreed to sell and Assignee agreed to
purchase certain real estate and other
real and personal property more fully
described therein, which real estate is
described on Exhibit "A" attached hereto
and made a part hereof (the
"Property"). Pursuant to the Agreement of
Sale, 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 portions of the
Property (the "Leases"), (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 Agreement of
Sale shall have the meanings given such
terms in the Agreement of Sale.
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 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").
<PAGE>
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, liability or damages,
including
