CEDAR INCOME FUND LTD /MD/
EXHIBIT 10.15
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>17
<FILENAME>ex10-15.txt
<DESCRIPTION>EXHIBIT 10.15
<TEXT>
<PAGE>

                          GENERAL COLLATERAL ASSIGNMENT
                             AND SECURITY AGREEMENT

         THIS GENERAL COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (this
"Agreement") executed on November 14, 2002, to be delivered on November 15,
2002, by and between CEDAR-CAMP HILL, LLC, a Delaware limited liability company
("Debtor"), with an office in care of CEDAR BAY REALTY ADVISORS, INC., 44 South
Bayles Avenue, Suite 304, Port Washington, New York 11050, and CITIZENS BANK OF
PENNSYLVANIA, a Pennsylvania state chartered savings bank ("Lender"), with an
office at 2001 Market Street, 6th Floor, Philadelphia, Pennsylvania 19103-7053.

                                   Background

         Debtor and Lender have entered into a certain Loan Agreement dated this
date (as the same may be amended, modified or supplemented, from time to time,
the "Loan Agreement") pursuant to which Lender has agreed to extend a credit
facility to Debtor in the principal amount of Fourteen Million Dollars
($14,000,000) (the "Loan"), which Loan is evidenced by a certain Promissory Note
dated this date (the "Note") executed by Debtor and made payable to the order of
Lender in the stated principal amount of the Loan. The Note is secured, inter
alia, by an Open-end Mortgage and Security Agreement dated this date (the
"Mortgage") given by Debtor to Lender encumbering Debtor's interests in certain
land and the buildings and improvements located at 32nd Street (a/k/a U.S. Route
11/15) and Trindle Road in Camp Hill, Cumberland County, Pennsylvania, as more
particularly described in the Mortgage (such land and improvements,
collectively, the "Project").

         Lender is willing to make the Loan to Debtor pursuant to the Loan
Agreement on certain conditions. One such condition is that payment shall be
secured by, in addition to the Mortgage and other things, a security interest in
favor of Lender in the Collateral. In order to induce Lender to make the Loan to
Debtor, and to secure the obligations of Debtor to Lender under the Loan
Agreement and otherwise, Debtor is willing to grant to Lender a security
interest in such Collateral.

                                    Agreement

         NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in order to secure repayment of the Loan with interest and all
other sums due or to become due under the Loan Documents, Debtor and Lender,
intending to be legally bound, hereby agree as follows:

         1. Definitions. As used in this Agreement, the following terms have the
following meanings (terms defined in the singular to have a correlative meaning
when used in the plural), unless the context hereof otherwise clearly requires:

         "Account" shall be used herein as defined in the Uniform Commercial
Code, but in any event shall include, but not be limited to, all fees, charges,
accounts and other payments for the lease, use or occupancy of the retail center
comprising a portion of the Project, and any other right to payment for goods or



<PAGE>

other property sold or leased or for services rendered which is not evidenced by
an instrument or chattel paper, whether or not it has been earned by performance
including all rights to payment of rents under a lease and payment under a
charter or other contract and all rights incident to such lease, charter or
contract.

         "Chattel Paper" shall be used herein as defined in the Uniform
Commercial Code, but in any event shall include, but not be limited to, a
writing or writings which evidence both a monetary obligation and a security
interest in or a lease of specific goods.

         "Collateral" shall have the meaning ascribed to such term in Section 2
below.

         "Document of Title" shall be used herein as defined in the Uniform
Commercial Code, but in any event shall include, but not be limited to, a bill
of lading, dock warrant, dock receipt, warehouse receipt or order for the
delivery of goods, and also any other document which in the regular course of
business or financing is treated as adequately evidencing that the Person in
possession of it is entitled to receive, hold and dispose of the document and
the goods it covers.

         "Equipment" shall be used herein as defined in the Uniform Commercial
Code but in any event shall include, but not be limited to, tangible personal
property held by Debtor for use primarily in business and shall include
equipment, machinery, furniture, vehicles, fixtures, furnishings, dyes, tools,
and all accessories and parts now or hereafter affixed thereto as well as all
replacements, substitutes, accessories, additions and improvements to any of the
foregoing.

         "Event of Default" under this Agreement shall include the following:

                (i) any occurrence of an Event of Default as defined in the Loan
Agreement, or in any other Loan Document;

                (ii) any representation or warranty made by Debtor in this
Agreement shall be false or misleading in any material adverse respect when
made; or

                (iii) Debtor shall have failed to observe and perform any of the
terms, covenants, promises and agreements on its part to be observed and
performed under this Agreement and such Default shall not have been cured within
thirty (30) days after written notice of such default shall have been given to
Debtor; provided that, if such Default is curable but not reasonably capable of
cure within such thirty (30) day period, Debtor shall have such further period,
not to exceed a period of sixty (60) days in the aggregate, as may be required
to cure such Default, on the condition that Debtor commences such cure within
the original thirty (30) day period and thereafter diligently prosecutes such
cure to completion;

         "General Intangibles" shall be used herein as defined in the Uniform
Commercial Code but in any event shall include, but not be limited to, all
personal property of every kind and description, contract rights (including any
rights under any construction or operating contracts entered into in connection
with the Project), choses in action, investment property and all rights therein
and thereto, books, records, customer lists, tax, insurance and other kinds of
refunds, patents, trademarks, copyrights, trade names, plans (including any



                                       -2-


<PAGE>

plans to be used in connection with the Project), licenses, permits (including
any permits issued in connection with the Project) and other rights in personal
property.

         "Instruments" shall be used herein as defined in the Uniform Commercial
Code, but in any event shall include, but not be limited to, a negotiable
instrument or a security or any other writing which evidences a right to the
payment of money and is not itself a security agreement or lease and is of a
type which is, in the ordinary course of business, transferred by delivery with
any necessary endorsement or assignment.

         "Inventory" shall be used herein as defined in the Uniform Commercial
Code but in any event shall include, but not be limited to, tangible personal
property held by Debtor (or in which Debtor has an interest in mass or a joint
or other interest) for sale or lease or to be furnished under contracts of
service, tangible personal property which Debtor has so leased or furnished, and
raw materials, work in process and materials used, produced or consumed in
Debtor's business, and shall include tangible personal property returned to
Debtor by the purchaser following a sale thereof by Debtor and tangible personal
property represented by documents of title. All equipment, accessories and parts
at any time attached or added to items of Inventory or used in connection
therewith shall be deemed to be part of the Inventory.

         "Obligations" shall be used herein as defined in the Loan Agreement.

         "Proceeds" shall be used herein as defined in the Uniform Commercial
Code but, in any event, shall include, but not be limited to, (i) any and all
proceeds of any insurance (whether or not Lender is named as the loss payee
thereof), indemnity, warranty or guaranty payable to Debtor or Lender from time
to time with respect to any of the Collateral, (ii) any and all payments (in any
form whatsoever) made or due and payable to Debtor from time to time in
connection with any requisition, confiscation, condemnation, seizure or
forfeiture of all or any part of the Collateral by any Governmental Authority
(or any person acting under color of Governmental Authority), (iii) any and all
amounts received when Collateral is sold, exchanged, collected or disposed of,
and (iv) any and all other amounts from time to time paid or payable under or in
connection with any of the Collateral.

         "Uniform Commercial Code" shall mean the Uniform Commercial Code in
effect on the date hereof and as amended from time to time, and as enacted in
the Commonwealth of Pennsylvania or in any state or states which, pursuant to
the Uniform Commercial Code as enacted in the Commonwealth of Pennsylvania, has
jurisdiction with respect to all, or any portion of, the Collateral or this
Security Agreement, from time to time.

Capitalized terms used in this Agreement without definition shall have the same
meanings ascribed to those terms in the Loan Agreement.

         2. Grant of Security Interest. As security for the payment and
performance of the Obligations, Debtor hereby pledges, assigns, hypothecates,
delivers and assigns to Lender, and creates in favor of Lender a security
interest in and to, all right, title and interest of Debtor in and to all
personal property and fixtures of Debtor including, without limitation all
right, title and interest of Debtor in and to the following property, in each
case whether now existing or hereafter acquired, created or arising
(collectively, the "Collateral"):



                                       -3-


<PAGE>

            (a) All Equipment in all of its forms, wherever located;

            (b) All Inventory in all of its forms, wherever located;

            (c) All Accounts, in all of their forms, wherever located;

            (d) All General Intangibles in all their forms, wherever located,
including (i) all permits, licenses, franchises and other governmental
authorizations, to the extent lawfully assignable, including but not limited to,
allocations of sewer or other utility capacity now or hereafter issued in
connection with the design, construction, renovation, development, occupation
and/or operation of the Project (collectively, the "Permits") and (ii) any and
all contracts and agreements, whether now in existence or hereafter entered
into, (A) with contractors, architects, engineers and other design professionals
(including all rights of Debtor to all plans and specifications prepared with
respect to the Project), developers, management companies, leasing agents, and
other suppliers of services or materials relating directly or indirectly to the
development, construction, operation or management of the Project, (B) providing
for payments to be made to Debtor by any person or entity in connection with the
Project (including, without limitation, all warranties, guaranties and
indemnities now or hereafter made by any person or entity relating to the
Project), (C) with any governmental authority relating to the development of the
Project or off-site improvements related thereto, or (D) granting or creating
any easements or licenses benefiting the Project (collectively, the
"Agreements");

            (e) All fixtures in all their forms, wherever located;

            (f) All Documents of Title, Chattel Paper, Instruments, balances in
any bank deposits of Debtor and securities held in brokerage accounts of Debtor;
and

            (g) All Proceeds of any and all of the foregoing.

         3. Representations and Warranties. Debtor represents and warrants as
follows:

            (a) Status. Debtor is a limited liability company duly organized,
validly existing and subsisting under the laws of the State of Delaware. Debtor
has all necessary power and authority to own its property and assets and to
transact the business in which it is engaged or presently proposes to engage.
Debtor has qualified to do business in each state or jurisdiction where its
business or operations so require.

            (b) Authority to Execute Agreement, Binding Agreement. Debtor has
the power to execute, deliver and perform its obligations under this Agreement
and each Loan Document to which it is, or is to be, a party (including, without
limitation, the right and power to give Lender a security interest in the
Collateral) and has taken all necessary action to authorize the execution,
delivery and performance of this Agreement and each Loan Document to which it
is, or is to be, a party. This Agreement has been duly executed by Debtor. This
Agreement constitutes the legal, valid and binding obligation of Debtor,
enforceable against Debtor in accordance with its terms except as such



                                       -4-


<PAGE>

enforceability may be limited by applicable bankruptcy, insolvency,
reorganization and similar laws of general application relating to or affecting
the rights and remedies of creditors.

            (c) Debtor's Title. Except for the security interests granted
hereunder or otherwise to Lender and except as may be otherwise specifically
permitted under any other Loan Document, Debtor is, as to all Collateral
presently owned, and shall be as to all Collateral hereafter acquired, the owner
of said Collateral free from any lien, security interest, or other encumbrance.
No Uniform Commercial Code financing statements naming Debtor as debtor are on
file in any jurisdictions except those filed in favor of Lender as secured party
pursuant to this Agreement. Debtor has not executed any prior assignment of any
of its rights under any of the Collateral or granted any other security interest
therein except in favor of Lender.

            (d) Taxes and Assessments. All assessments and taxes due and payable
by, or imposed, levied or assessed against, Debtor or any of its property, real
or personal, tangible or intangible have been paid prior to becoming delinquent,
subject to applicable extensions.

            (e) Location of Collateral. The Collateral is located at the
locations specified on Schedule A hereto. Debtor has a valid fee simple estate
in the real property where such Collateral is located, and except for the
Mortgage and other liens granted to Lender there exists no mortgages or other
liens on any such real property except as permitted under the Loan Agreement.

            (f) Location of Debtor. The location of the primary office of Debtor
and the location of the office where Debtor keeps its books and records
concerning the Accounts is specified on Schedule B attached hereto. If Debtor
has a place or places of business in only one county in the State of Delaware
or, if it otherwise resides in Delaware, then the county of such business or
residence is set forth on Schedule B attached hereto. Also listed on Schedule B
is each other location where Debtor maintains a place of business or resides.

            (g) Instruments. All Instruments representing any Collateral,
together with all necessary endorsements, have been delivered to Lender.

            (h) Names Used by Debtor. (i) Debtor has no trade names, (ii) Debtor
has not used any name other than that stated in the preamble and (iii) no entity
has merged into Debtor or been acquired by Debtor.

            (i) Perfected Security Interest. This Agreement creates a valid
security interest in the Collateral securing payment of the Obligations, subject
only to prior security interests granted in favor of Lender and to the possible
limits on the assignability of Permits referred to in Section 2(d). Upon filing
of the Uniform Commercial Code financing statements in the offices set forth on
Schedule C hereto, all security interests which may be perfected by filing shall
have been duly perfected. Except for the filing of the Uniform Commercial Code
financing statements referred to in the preceding sentence and the delivery of
the Instruments referred to in paragraph (g) above, no action is necessary to
create, perfect or protect such security interest. Without limiting the
generality of the foregoing, except for the filing of said financing statements,
no consent of any third parties and no authorization, approval or other



                                       -5-



<PAGE>

action by, and no notice to of filing with any Governmental Authority or
regulatory body is required for (i) the execution, delivery and performance of
this Agreement, (ii) the creation or perfection of the security interest in the
Collateral or (iii) the enforcement of Lender's rights hereunder.

            (j) Absence of Conflicts with Other Agreements. Neither the pledge
of the Collateral hereunder nor any of the provisions hereof (including, without
limitation, the remedies provided hereunder) violates any of the provisions of
any organizational documents or partnership agreements of Debtor, or any other
agreement to which Debtor or any of its property is a party or is subject, or
any judgment, decree, order or award of any court, Governmental Authority or
arbitrator or any applicable law, rule or regulation applicable to the same.

         4. Covenants. Debtor covenants that:

            (a) Filing of Financing Statements and Preservation of Interests.
Immediately upon execution hereof, Debtor hereby authorizes Lender to cause to
be duly filed in each office set forth on Schedule C hereto Uniform Commercial
Code financing statements, in form and substance satisfactory to Lender. Without
limiting the obligation of Debtor set forth in the preceding sentence, Debtor
hereby authorizes Lender, and appoints Lender as its attorney-in-fact, to file
in such office or offices as Lender deems necessary or desirable such financing
and continuation statements and amendments and supplements thereto, and such
other documents as Lender may require to perfect, preserve and protect the
security interests granted herein. At any time and from time to time that any
Collateral consists of Instruments or other items that require possession by the
secured party to perfect the security interest created hereby, Debtor shall
deliver such Collateral to Lender. Debtor shall cause all Chattel Paper
constituting Collateral to be delivered to Lender, or, if such delivery is not
possible, then to cause such Chattel Paper to contain a legend noting that it is
subject to the security interest created by this Agreement.

            (b) Notice of Changes in Representations. Debtor shall notify Lender
in advance of any event or condition which could cause any representation set
forth in Section 3 above to fail to be true, correct and complete in any
material adverse respect.

            (c) Use and Condition of Equipment. Each item of Equipment will be
maintained in good operating condition, ordinary wear and tear and damage by
insured casualty excepted, and Debtor will provide all maintenance service and
repairs necessary for such purpose. Lender may examine and inspect the
Collateral at any reasonable time or times wherever located, subject to rights
of Tenants, under leases permitted under the Loan Agreement.

            (d) Insurance. Debtor shall maintain with financially sound and
reputable insurers, insurance with respect to the Collateral against loss or
damage of the kinds and in the amounts customarily insured against by entities
of established reputation having similar properties similarly situated and in
such amounts as are customarily carried under similar circumstances by other
such Persons and otherwise as is prudent for Persons engaged in similar
businesses but in any event sufficient to cover the full replacement cost
thereof consistent with the requirements of the Mortgage. Debtor shall cause
each insurance policy issued in connection herewith to provide, and the insurer
issuing such policy to certify to Lender that (i) Lender will be named as lender
loss payee under each such insurance policy; (ii) if such insurance be



                                       -6-

GV: #233843 v3 (50fn03!.DOC)


<PAGE>

proposed to be cancelled or materially changed for any reason whatsoever, such
insurer will promptly notify Lender and such cancellation or change shall not be
effective as to Lender for at least thirty (30) days after receipt by Lender of
such notice, unless the effect of such change is to extend or increase coverage
under the policy; and (iii) Lender will have the right (but no obligation) at
its election to remedy any default in the payment of premiums within thirty (30)
days of notice from the insurer of such default. Loss payments in each instance
will be paid to Lender and made available to Debtor to the extent provided in
the Mortgage, and if any such payments are paid to Debtor rather than to Lender,
such payments shall be held in trust for and immediately paid over to Lender
unless otherwise provided in the Mortgage or otherwise directed in writing by
Lender. Copies of such policies or the related certificates, in each case,
naming Lender as lender loss payee shall be delivered to Lender annually at the
time of the delivery of the financial statements referred to in the Loan
Agreement and at the time any new policy of insurance is issued.

            (e) Transfer of Collateral. Other than the disposition of items of
Collateral in the ordinary course of Debtor's business as presently conducted or
as otherwise permitted under the terms of the Loan Agreement, Debtor shall not
sell, assign, transfer, encumber or otherwise dispose of any Collateral without
the prior written consent of Lender. For purposes of this provision, "dispose of
Collateral" shall include, without limitation, the creation of a security
interest or other encumbrance (whether voluntary or involuntary) on such
Collateral.

            (f) Taxes and Assessments. Debtor shall, subject to any contest
rights specifically set forth in any other Loan Document, promptly pay when due
and payable prior to delinquency, subject to applicable extensions all taxes and
assessments imposed upon the Collateral or operations or business of Debtor.

            (g) Inventory. Debtor shall not return any Inventory to the supplier
thereof, except for damaged or unsalable Inventory or otherwise in the ordinary
course of Debtor's business. Without limiting the generality of the foregoing,
in the event Debtor becomes a "debtor in possession" as defined in 11 U.S.C.
ss.1101 (or any successor thereto), Debtor agrees not to move pursuant to 11
U.S.C. ss.546 (or any successor thereto) for permission to return goods to any
creditor which shipped such goods to Debtor without Lender's written consent and
Debtor hereby waives any rights to return such Inventory arising under Section
546(h) of the Bankruptcy Code, 11 U.S.C. ss.546(h), or any successor section
thereto.

            (h) Defense of Lender's Rights. Debtor warrants and will defend
Lender's right, title and security interest in and to the Collateral against the
claims of any Persons.

            (i) Permits and Agreements: Collateral. Debtor hereby covenants that
Debtor will not, without the prior written consent of Lender: (A) cancel or
terminate any of the Permits or Agreements or accept a surrender thereof, (B)
materially modify, amend or otherwise change any of the Permits or Agreements,
either orally or in writing, (C) except as may be specifically permitted by the
other Loan Documents, assign, pledge or hypothecate any portion of the
Collateral, grant a security interest therein, or otherwise sell, convey or
transfer any portion thereof to any person or entity other than Lender; or



                                       -7-



<PAGE>

(D) enter into any material agreement after the date hereof which could be
binding upon Lender if it assumed control of the Project pursuant to the
enforcement of remedies following an Event of Default unless terminable by
Lender without penalty and on not more than thirty (30) days notice. Debtor will
provide Lender with copies of all Permits and Agreements within ten (10) days of
their execution or receipt, as applicable, by Debtor. Debtor agrees that it will
perform all of its obligations under the Collateral, enforce (short of
termination) the performance by any other parties thereto of all of their
respective obligations thereunder and appear in and defend any action or
proceeding arising out of or in connection with any of the Collateral. Debtor
further agrees to send to Lender duplicate copies of all notices of default or
termination sent or received by Debtor under or with respect to any of the
Collateral.

            (j) Other Assurances. Debtor agrees that from time to time, at the
expense of Debtor, it will promptly execute and deliver all such further
instruments and documents, and take all such further action as may be necessary
or desirable, or as Lender may reasonably request, in order to perfect and
protect any security interest granted or purported to be granted hereby or to
enable Lender to exercise and enforce its rights and remedies hereunder and with
respect to any Collateral or to otherwise carry out the purposes of this
Agreement.

         5. Remedies Upon Default. Upon the occurrence and during the
continuation of an Event of Default, Lender may exercise, in addition to any
other rights and remedies provided herein, under other contracts and under law,
all the rights and remedies of a secured party under the Uniform Commercial
Code. Without limiting the generality of the foregoing, upon the occurrence and
during the continuation of an Event of Default, (a) at the request of Lender,
Debtor shall, at its cost and expense, assemble the Collateral as directed by
Lender; (b) Lender shall have the right to notify any account debtors and any
obligors under instruments to make payments directly to Lender; (c) Lender may,
without notice except as provided below, sell the Collateral at public or
private sale, on such terms as Lender, in its sole discretion, deems to be
commercially reasonable. Debtor agrees that fifteen (15) days' notice of any
such sale shall constitute sufficient notice. Lender may purchase collateral at
any such sale. Debtor shall be liable to Lender for any deficiency amount.

         6. Obligations Absolute.

            (a) CHANGE OF CIRCUMSTANCE. THE RIGHTS OF LENDER HEREUNDER AND THE
OBLIGATIONS OF DEBTOR HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, SHALL NOT
BE SUBJECT TO ANY COUNTERCLAIM, SETOFF, RECOUPMENT OR DEFENSE BASED UPON ANY
CLAIM THAT DEBTOR OR ANY OTHER PERSON MAY HAVE AGAINST EACH OTHER AND SHALL
REMAIN IN FULL FORCE AND EFFECT WITHOUT REGARD TO AND, EXCEPT BY FULL AND
INDEFEASIBLE PAYMENT OF THE LOAN (INCLUDING, WITHOUT LIMITATION, ALL PRINCIPAL,
INTEREST, FEES AND COLLECTION COSTS), SHALL NOT BE RELEASED, DISCHARGED OR IN
ANY WAY AFFECTED BY ANY CIRCUMSTANCE OR CONDITION (WHETHER OR NOT DEBTOR SHALL
HAVE ANY NOTICE OR KNOWLEDGE THEREOF) INCLUDING, WITHOUT LIMITATION, (I) ANY
AMENDMENT OR MODIFICATION OF OR SUPPLEMENT TO THE LOAN AGREEMENT, THE NOTE OR
ANY OTHER LOAN DOCUMENT (INCLUDING, WITHOUT LIMITATION, INCREASING THE AMOUNT OR


                                       -8-



<PAGE>

EXTENDING THE MATURITY OF THE OBLIGATIONS); (II) ANY WAIVER, CONSENT, EXTENSION,
INDULGENCE OR OTHER ACTION OR INACTION UNDER OR IN RESPECT OF ANY SUCH
AGREEMENTS OR INSTRUMENTS, OR ANY EXERCISE OR NONEXERCISE OF ANY RIGHT, REMEDY,
POWER OR PRIVILEGE UNDER OR IN RESPECT OF ANY SUCH AGREEMENTS OR INSTRUMENTS, OR
ANY EXERCISE OR NONEXERCISE OF ANY RIGHT, REMEDY, POWER OR PRIVILEGE UNDER OR IN
RESPECT OF ANY SUCH AGREEMENTS OR INSTRUMENTS, (III) ANY INVALIDITY OR
UNENFORCEABILITY, IN WHOLE OR IN PART, OF ANY TERM HEREOF OR OF THE LOAN
AGREEMENT, THE NOTE OR ANY OTHER LOAN DOCUMENT; (IV) ANY FAILURE ON THE PART OF
DEBTOR OR ANY OTHER PERSON FOR ANY REASON TO PERFORM OR COMPLY WITH ANY TERM OF
THE LOAN AGREEMENT, THE NOTE OR ANY OTHER LOAN DOCUMENT; (V) ANY FURNISHING OR
ACCEPTANCE OF ANY ADDITIONAL SECURITY OR GUARANTY; (VI) ANY RELEASE OF THE
DEBTOR OR ANY OTHER PERSON OR ANY RELEASE OF ANY OR ALL SECURITY OR ANY OR ALL
GUARANTEES FOR THE OBLIGATIONS, WHETHER ANY SUCH RELEASE IS GRANTED IN
CONNECTION WITH A BANKRUPTCY OR OTHERWISE; (VII) ANY BANKRUPTCY, INSOLVENCY,
REORGANIZATION, ARRANGEMENT, READJUSTMENT, COMPOSITION, LIQUIDATION OR SIMILAR
PROCEEDING WITH RESPECT TO DEBTOR OR ANY OTHER PERSON OR THEIR RESPECTIVE
PROPERTIES OR CREDITORS; (VIII) THE APPLICATION OF PAYMENTS RECEIVED BY LENDER
FROM ANY SOURCE WHICH WERE LAWFULLY USED FOR SOME OTHER PURPOSE BUT WHICH
LAWFULLY COULD HAVE BEEN APPLIED TO THE PAYMENT, IN FULL OR IN PART, OF THE
OBLIGATIONS; OR (IX) ANY OTHER OCCURRENCE WHATSOEVER, WHETHER SIMILAR OR
DISSIMILAR TO THE FOREGOING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
AT ANY TIME THAT THE LOAN AGREEMENT IS AMENDED TO INCREASE THE AMOUNT OF THE
OBLIGATIONS THEREUNDER, THE AMOUNT OF THE OBLIGATIONS SECURED HEREBY SHALL BE
ACCORDINGLY INCREASED.

            (b) No Duty To Marshal Assets. Lender shall not have any obligation
to marshal any assets in favor of Debtor or any other Person or against or in
payment of any or all of the Obligations.

            (c) Waivers. Debtor hereby waives promptness, diligence and notice
of acceptance of this Agreement. In connection with any sale or other
disposition of Collateral, Debtor waives any right of redemption or equity of
redemption in the Collateral. Debtor further waives presentment and demand for
payment of any of the Obligations, protest and notice of protest, dishonor and
notice of dishonor or notice of default or any other notice with respect to any
of the Obligations, and all other notices to which Debtor might otherwise be
entitled, except as otherwise expressly provided in this Agreement, the Loan
Agreement or any other Loan Document. Debtor (to the extent that it may lawfully
do so) covenants that it shall not at any time insist upon or plead, or in any
manner claim or take the benefit of, any stay, valuation, appraisal or
redemption now or at any time hereafter in force that, but for this waiver,
might be applicable to any sale made under any judgment, order or decree based
on this Agreement; and Debtor (to the extent that it may lawfully do so) hereby
expressly waives and relinquishes all benefit of any and all such laws and



                                       -9-



<PAGE>

hereby covenants that it will not hinder, delay or impede the execution of any
power in this Agreement delegated to Lender, but that it will suffer and permit
the execution of every such power as though no such law or laws had been made or
enacted.

            (d) Debtor further waives, to the fullest extent permitted by law,
any right it may have under the constitution of the Commonwealth of Pennsylvania
(or under the constitution of any other state in which any of the Collateral may
be located), or under the Constitution of the United States of America, to
notice (except for notice specifically required hereby, the Loan Agreement or
any other Loan Document) or to a judicial hearing prior to the exercise of any
right or remedy provided by this Agreement to Lender, and waives its rights, if
any, to set aside or invalidate any sale duly consummated in accordance with the
foregoing provisions hereof on the grounds (if such be the case) that the sale
was consummated without a prior judicial hearing.

            (e) DEBTOR'S WAIVERS UNDER THIS SECTION 6 HAVE BEEN MADE
VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER DEBTOR HAS BEEN APPRISED AND
COUNSELED BY ITS ATTORNEY AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE
RIGHTS.

         7. Non-Waiver and Non-Exclusive Remedies.

            (a) Non-Exclusive Remedies. Any Event of Default under this
Agreement shall constitute an Event of Default under each of the Loan Documents,
and, in any such event, Lender shall be entitled to exercise all or any of its
rights and remedies under the Loan Agreement, Note, Mortgage or this Agreement,
or as may otherwise be available to Lender at law or in equity, in such order as
Lender may elect; no remedy or right herein conferred upon, or reserved to
Lender is intended to be to the exclusion of any other remedy or right, but each
and every such remedy or right shall be cumulative and shall be in addition to
every other remedy or right given hereunder or under any other contract or under
law.

            (b) Delay and Non-Waiver. No delay or omission by Lender to exercise
any remedy or right hereunder shall impair any such remedy or right or shall be
construed to be a waiver of any Event of Default, or an acquiescence therein,
nor shall it affect any subsequent Event of Default of the same or of a
different nature.

         8. Standard of Care.

            (a) In General. No act or omission of Lender (or any agent or
employee of Lender) shall give rise to any defense, counterclaim or offset in
favor of Debtor or any claim or action against Lender (or any agent or employee
of Lender), in the absence of gross negligence or willful misconduct of Lender.
Lender shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which Lender accords to its own property,
it being understood that it has no duty to take any action with respect to
calls, conversions, exchanges, maturities, tenders or other matters relative to
any Collateral or to preserve any rights of any parties and shall only be liable
for losses which are a result of it gross negligence or willful misconduct.
However, Lender may, at its sole option, and without releasing Debtor from any
obligation hereunder or under the Collateral, discharge any obligation which



                                      -10-



<PAGE>

Debtor fails to discharge, including, without limitation, defending any legal
action, and Debtor agrees to pay upon demand all sums expended by Lender in
connection therewith, including counsel fees and court costs, together with
interest thereon at the Default Rate, and the same shall be added to the
indebtedness evidenced by the Note and secured by the Mortgage and this
Agreement. Neither the acceptance of this Agreement nor the collection of any
sums due or becoming due under the Collateral assigned hereby shall constitute a
waiver of any rights of Lender under the Loan Documents or any other collateral
now or hereafter mortgaged, pledged or assigned as collateral for the Note and
the performance of Debtor's obligations thereunder and under the remainder of
the Loan Documents. Debtor agrees that the procedures required by Lender
hereunder are for the benefit of Lender, its successors and assigns, only and
not for the benefit of Debtor, or any other party.

            (b) Reliance on Advice of Counsel. In taking any action under this
Agreement, Lender shall be entitled to rely upon the advice of counsel of
Lender's choice and shall be fully protected in acting on such advice whether or
not the advice rendered is ultimately determined to have been accurate.

         9. Specific Performance. Debtor hereby authorizes Lender to demand
specific performance of this Agreement at any time when Debtor shall have failed
to comply with any provision hereof, and Debtor hereby irrevocably waives any
defense based on the adequacy of a remedy at law which might be asserted as a
bar to the remedy of specific performance hereof in any action brought therefor.

         10. Relationship with Loan Agreement. If any of the terms hereof are
inconsistent with those of the Loan Agreement, those of the Loan Agreement shall
control.

         11. Jurisdiction; Waiver of Jury Trial.

            (a) Jurisdiction. For the purpose of any action that may be brought
in connection with this Agreement, Debtor hereby consents to the jurisdiction
and venue of the courts of the Commonwealth of Pennsylvania or of any federal
court located in such Commonwealth and waives personal service of any and all
process upon it and consents that all such service of process be made by
certified or registered mail directed to Debtor at the address provided for in
this Agreement and service so made shall be deemed to be completed on actual
receipt. Debtor waives the right to contest the jurisdiction and venue of the
courts located in the Commonwealth of Pennsylvania on the ground of
inconvenience or otherwise.

            (b) WAIVER OF JURY TRIAL. NEITHER LENDER NOR DEBTOR NOR ANY OTHER
PERSON LIABLE FOR THE INDEBTEDNESS TO LENDER, NOR ANY ASSIGNEE, SUCCESSOR, HEIR
OR PERSONAL REPRESENTATIVE OF ANY SUCH PERSON SHALL SEEK A JURY TRIAL IN ANY
PROCEEDING BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE NOTE, ANY OTHER
DOCUMENT EXECUTED IN CONNECTION HEREWITH, ANY COLLATERAL FOR THE PAYMENT HEREOF
OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG SUCH PERSONS, OR ANY OF
THEM. NO SUCH PERSON WILL SEEK TO CONSOLIDATE ANY SUCH ACTION INTO ONE IN WHICH
A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, EACH



                                      -11-



<PAGE>

PARTY HERETO WAIVES ANY RIGHTS IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION
REFERRED TO IN THIS SECTION, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH PARTY
HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF LENDER HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (ii) ACKNOWLEDGES THAT IT
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH OTHER DOCUMENT EXECUTED
IN CONNECTION HEREWITH, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS HEREIN. THE PROVISIONS OF THIS SECTION HAVE BEEN
FULLY DISCLOSED BY AND TO THE PARTIES HERETO AND THE PROVISIONS HEREOF SHALL BE
SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO
ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED
IN ALL INSTANCES.

         12. Miscellaneous.

            (a) Assignment. Lender may assign or transfer all or any portion of
its interests in this Agreement and any or all rights or obligations hereunder
without the consent of Debtor and without prior notice. Debtor shall not assign
or transfer this Agreement or any rights or obligations hereunder without the
prior written consent of Lender.

            (b) Benefit. The rights and privileges of Lender under this
Agreement shall inure to the benefit of its successors, assigns and
participants. All promises, covenants and agreements of Debtor contained in this
Agreement shall be binding upon any successors and assigns of Debtor.

            (c) Notices. Any notice contemplated herein or required or permitted
to be given hereunder shall be made in the manner set forth in the Loan
Agreement.

            (d) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania.

            (e) Severability. If any of the provisions or terms of this
Agreement shall for any reason be held to be invalid or unenforceable, such
invalidity or unenforceability shall not affect any of the other terms hereof,
but this Agreement shall be construed as if such invalid or unenforceable term
had never been contained herein. Any such invalidity or unenforceability in a
particular jurisdiction shall not be deemed to render a provision invalid or
unenforceable in any other jurisdiction.

            (f) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be an original and all of which, when taken
together, shall constitute one instrument.

            (g) Costs and Expenses. Whether or not the transactions contemplated
by this Agreement are fully consummated, Debtor shall promptly pay (or
reimburse, as Lender may elect) all reasonable out-of-pocket and all


                                      -12-



<PAGE>

extraordinary costs and expenses which Lender has incurred or may incur in
connection with the negotiation, preparation, administration and enforcement of
this Agreement and all amendments, waivers, modifications and supplements
hereto, the perfection and protection of the Collateral, and the collection of
all amounts due hereunder.

            (h) Indemnification. Debtor shall indemnify, reimburse and hold
harmless all Indemnitees from and against any and all losses, claims,
liabilities, damages, penalties, suits, costs and expenses, of any kind or
nature, (including fees relating to the cost of investigating and defending any
of the foregoing) imposed on, incurred by or asserted against such Indemnitees
in any way related to or arising from or alleged to arise from this Agreement or
the use or possession of the Collateral or any part thereof unless resulting
from the gross negligence or willful misconduct of any of the Indemnitees. The
obligations under this section shall survive termination of this Agreement.

            (i) Notice to Other Parties. Debtor hereby authorizes Lender to give
written notice of this Agreement at any time after and during the occurrence of
any Event of Default to any other party to any of the Collateral, and all such
other parties are authorized and directed to, as applicable, perform services
and/or pay any sums due under such Collateral directly to Lender upon receipt
from Lender of a statement that an Event of Default hereunder or under the Loan
Agreement, Note or Mortgage has occurred, accompanied by a demand for such
performance and/or payment, without any further proof of Debtor's default.
Debtor agrees that any party making such payments to Lender in reliance on such
notice and demand from Lender shall be fully protected, and Debtor will make no
claim on such party to the extent of such payments.


                [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]





                                      -13-



<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in the name and on behalf of the parties hereto as of the date first
above written.

                                         DEBTOR:


                                         CEDAR-CAMP HILL, LLC, a Delaware
                                         limited liability company, by its sole
                                         member, as follows:


                                         Cedar Income Fund Partnership, L.P., a
                                         Delaware limited partnership, by its
                                         sole general partner, as follows:


                                         Cedar Income Fund, Ltd., a Maryland
                                         Corporation

Attest:_______________________________   By:____________________________________
       Name:  Stuart H. Widowski             Name:  Brenda J. Walker
       Title: Secretary                      Title: Vice President


                                         LENDER:
                                         -------

                                         CITIZENS BANK OF PENNSYLVANIA

                                         By:____________________________________
                                            Robert L. Schopf
                                            Vice President




                                      -14-



<PAGE>

                                   Schedule A
                                   ----------

                             Location of Collateral
                             ----------------------

              32nd Street (a/k/a U.S. Route 11/15) and Trindle Road
                   Camp Hill, Cumberland County, Pennsylvania








<PAGE>

                                   Schedule B
                                   ----------

                               Location of Debtor
                               ------------------


                       CEDAR-CAMP HILL, LLC
                       c/o Cedar Bay Realty Advisors, Inc.
                       44 South Bayles Avenue, Suite 304
                       Port Washington, New York 11050







<PAGE>

                                   Schedule C
                                   ----------

                 Locations of Financing Statement Filing Offices
                 -----------------------------------------------

         1.   Pennsylvania Secretary of State's Office

         2.   Cumberland County Recorders Office

         3.   Delaware Secretary of State's Office






</TEXT>
</DOCUMENT>
