3. Ratification of Loan Agreement. The Borrower acknowledges and consents to theterms set forth herein and agrees that this Amendment does not impair, reduce or limit any of itsobligations under the Loan Documents. Except as set forth in this Amendment, all of the terms andconditions of the Loan Agreement shall remain unchanged and shall continue in full force andeffect. All future references to the “Loan Agreement” shall be deemed to be references to the LoanAgreement as amended by this Amendment.     4. Authority/Enforceability. The Borrower represents and warrants as follows:     (a) It has taken all necessary action to authorize the execution, delivery andperformance of this Amendment.     (b) This Amendment has been duly executed and delivered by the Borrower and constitutesthe Borrower’s legal, valid and binding obligations, enforceable in accordance with itsterms.     (c) No consent, approval, authorization or order of, or filing, registration orqualification with, any court or governmental authority or third party is required inconnection with the execution, delivery or performance by the Borrower of this Amendment.     (d) The execution and delivery of this Amendment does not (i) violate, contravene orconflict with any provision of its, or its Subsidiaries’ organization documents or (ii)materially violate, contravene or conflict with any Laws applicable to it or any of itsSubsidiaries.     5. Representations and Warranties of the Borrower. The Borrower represents andwarrants to the Lenders that after giving effect to this Amendment (a) the representations andwarranties of the Borrower and each other Loan Party contained in Article 6 of the Loan Agreementor any other Loan Document are true and correct in all material respects on and as of the datehereof, except to the extent that the representations and warranties in Sections 6.4, 6.7, 6.9 and6.14 have been modified to reflect events occurring after the date of the Loan Agreement, as samehave been disclosed in writing to the Administrative Agent on or before the date hereof, and exceptthat the representations and warranties contained in Section 6.8 shall be deemed to refer to themost recent statements furnished pursuant to Section 7.2 of the Loan Agreement, and (b) no eventhas occurred and is continuing which constitutes a Default or an Event of Default.     6. Release. In consideration of the Lenders entering into this Amendment, theBorrower hereby release the Administrative Agent, the Lenders and the Administrative Agent’s andthe Lenders’ respective officers, employees, representatives, agents, counsel and directors fromany and all actions, causes of action, claims, demands, damages and liabilities of whatever kind ornature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that anyof the foregoing arises from any action or failure to act solely in connection with the LoanDocuments on or prior to the date hereof.
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     7. Counterparts/Telecopy. This Amendment may be executed in any number ofcounterparts, each of which when so executed and delivered shall be an original, but all of whichshall constitute one and the same instrument. Delivery of executed counterparts of this Amendmentby telecopy or .pdf shall be effective as an original.     8. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIESHEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THESTATE OF NEW YORK.[The balance of this page is intentionally left blank]
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     IN WITNESS WHEREOF, this Amendment has been executed as a sealed instrument as of the datefirst set forth above.         **BORROWER:** CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.,