Exhibit 10.1
 EXECUTION COPY




---



##### 



TABLE OF CONTENTS
 Page1.
    
    DEFINITIONS
    
    
    11.1
    
    Defined Terms
    
    
    11.2
    
    Other Interpretive Provisions
    
    
    301.3
    
    Accounting Terms
    
    
    311.4
    
    Rounding
    
    
    321.5
    
    Times of Day
    
    
    321.6
    
    Letter of Credit Amounts
    
    
    322.
    
    LOAN PROVISIONS
    
    
    322.1
    
    General Loan Provisions
    
    
    322.1.1
    
    Limit
    
    
    322.1.2
    
    Procedures and Limits
    
    
    342.1.3
    
    Funding Procedures
    
    
    342.2
    
    Term of Loan
    
    
    352.2.1
    
    Extension of Maturity
    
    
    352.2.2
    
    Termination/Reduction of Commitments
    
    
    362.3
    
    Interest Rate and Payment Terms
    
    
    372.3.1
    
    Borrowers Options
    
    
    372.3.2
    
    Selection To Be Made
    
    
    372.3.3
    
    Notice
    
    
    372.3.4
    
    If No Notice
    
    
    382.3.5
    
    Telephonic Notice
    
    
    382.3.6
    
    Limits On Options
    
    
    382.3.7
    
    Payment and Calculation of Interest
    
    
    382.3.8
    
    Mandatory Principal Payments
    
    
    382.3.9
    
    Prepayment
    
    
    392.3.10
    
    Maturity
    
    
    392.3.11
    
    Method of Payment; Date of Credit; Administrative Agents Clawback
    
    
    392.3.12
    
    Billings
    
    
    412.3.13
    
    Default Rate
    
    
    412.3.14
    
    Late Charges
    
    
    412.3.15
    
    Breakage Fees
    
    
    422.4
    
    Loan Fees
    
    
    422.4.1
    
    Loan Fees
    
    
    422.4.2
    
    Line Fee
    
    
    422.5
    
    [Reserved]
    
    
    422.6
    
    Additional Provisions Related to Interest Rate Selection
    
    
    432.6.1
    
    Increased Costs
    
    
    432.6.2
    
    Capital Requirements
    
    
    432.6.3
    
    Illegality
    
    
    442.6.4
    
    Availability
    
    
    442.6.5
    
    Base Rate Advances
    
    
    44
 i




---



##### 



Page2.6.6
    
    Delay in Requests
    
    
    442.6.7
    
    Mitigation
    
    
    452.6.8
    
    Survival
    
    
    452.7
    
    Letters of Credit
    
    
    452.7.1
    
    The Letter of Credit Commitment
    
    
    452.7.2
    
    Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit
    
    
    472.7.3
    
    Drawings and Reimbursements; Funding of Participations
    
    
    502.7.4
    
    Repayment of Participations
    
    
    512.7.5
    
    Obligations Absolute
    
    
    522.7.6
    
    Role of L/C Issuer
    
    
    532.7.7
    
    Cash Collateral
    
    
    532.7.8
    
    Applicability of ISP
    
    
    542.7.9
    
    Letter of Credit Fees
    
    
    542.7.10
    
    Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer
    
    
    542.7.11
    
    Conflict with Issuer Documents
    
    
    552.7.12
    
    Letters of Credit Issued for Borrower Subsidiaries
    
    
    552.7.13
    
    Amount
    
    
    552.8
    
    Taxes
    
    
    552.8.1
    
    Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes
    
    
    552.8.2
    
    Payment of Other Taxes by the Borrower
    
    
    562.8.3
    
    Tax Indemnifications
    
    
    562.8.4
    
    Evidence of Payments
    
    
    572.8.5
    
    Status of Lenders; Tax Documentation
    
    
    572.8.6
    
    Treatment of Certain Refunds
    
    
    593.
    
    SECURITY FOR THE LOAN; LOAN AND SECURITY DOCUMENTS
    
    
    593.1
    
    Security
    
    
    593.1.1
    
    Mortgage/Deed of Trust and Security Agreement
    
    
    593.1.2
    
    Collateral Assignment of Leases and Rents
    
    
    613.1.3
    
    Collateral Assignment of Contracts
    
    
    613.1.4
    
    Guaranties
    
    
    613.1.5
    
    Environmental Compliance and Indemnification Agreement
    
    
    613.1.6
    
    Ownership Interest and Inter-Company Loan Pledge
    
    
    613.1.7
    
    Additional Documents
    
    
    623.2
    
    Loan Documents and Security Documents
    
    
    623.3
    
    Removal of Individual Property as a Borrowing Base Property  Borrower
    
    
    623.3.1
    
    Borrowing Base Compliance
    
    
    623.3.2
    
    Financial Covenant Compliance
    
    
    623.3.3
    
    No Default Upon Release
    
    
    633.3.4
    
    No Default Prior to Release
    
    
    633.3.5
    
    [Reserved]
    
    
    633.3.6
    
    Payment of Fees
    
    
    633.4
    
    Removal of Individual Property as a Borrowing Base Property  Administrative Agent
    
    
    64
 ii




---



##### 



Page3.4.1
    
    Removal Criteria
    
    
    643.4.2
    
    [Reserved]
    
    
    643.4.3
    
    Release by Administrative Agent
    
    
    643.5
    
    Additional Borrowing Base Property
    
    
    654.
    
    CONTINUING AUTHORITY OF AUTHORIZED OFFICERS
    
    
    655.
    
    CONDITIONS PRECEDENT
    
    
    665.1
    
    Closing Loan and Funding Initial Loan Advance
    
    
    665.1.1
    
    Satisfactory Loan Documents
    
    
    665.1.2
    
    Financial Information; No Material Change
    
    
    665.1.3
    
    Representations and Warranties Accurate
    
    
    665.1.4
    
    Validity and Sufficiency of Security Documents
    
    
    675.1.5
    
    Litigation
    
    
    675.1.6
    
    Formation Documents and Entity Agreements
    
    
    675.1.7
    
    Compliance With Law
    
    
    685.1.8
    
    Compliance With Financial Covenants
    
    
    685.1.9
    
    Borrowing Base Property Due Diligence
    
    
    685.1.10
    
    Condition of Property
    
    
    685.1.11
    
    Insurance
    
    
    685.1.12
    
    Third Party Consents and Agreements
    
    
    685.1.13
    
    Legal and other Opinions
    
    
    685.1.14
    
    No Default
    
    
    695.2
    
    Conditions to all Credit Extensions
    
    
    695.2.1
    
    Representations and Warranties
    
    
    695.2.2
    
    No Default
    
    
    705.2.3
    
    Financial Covenant Compliance
    
    
    705.2.4
    
    Loan Notice
    
    
    706.
    
    REPRESENTATIONS AND WARRANTIES
    
    
    706.1
    
    Formation
    
    
    706.2
    
    Proceedings; Enforceability
    
    
    706.3
    
    Conflicts
    
    
    716.4
    
    Ownership and Taxpayer Identification Numbers
    
    
    716.5
    
    Litigation
    
    
    716.6
    
    Information
    
    
    716.7
    
    Taxes
    
    
    726.8
    
    Financial Information
    
    
    726.9
    
    Control Provisions
    
    
    726.10
    
    Formation Documents
    
    
    726.11
    
    Bankruptcy Filings
    
    
    726.12
    
    Investment Company
    
    
    726.13
    
    [Reserved]
    
    
    726.14
    
    Borrowing Base Properties
    
    
    726.14.1
    
    Licenses and Permits
    
    
    726.14.2
    
    Ownership
    
    
    736.14.3
    
    Environmental Matters
    
    
    73
 iii




---



##### 



Page6.14.4
    
    Leases
    
    
    746.14.5
    
    Ground Lease
    
    
    746.15
    
    Margin Regulations; Use of Proceeds
    
    
    746.16
    
    Insurance
    
    
    746.17
    
    Deferred Compensation and ERISA
    
    
    756.18
    
    [Reserved]
    
    
    756.19
    
    No Default
    
    
    756.20
    
    Governmental Authorizations; Other Consents
    
    
    756.21
    
    Qualification as a REIT
    
    
    756.22
    
    Compliance with Laws
    
    
    756.23
    
    Property Matters
    
    
    756.23.1
    
    Major Leases
    
    
    756.23.2
    
    Borrowing Base Properties
    
    
    756.23.3
    
    Flood Hazard
    
    
    766.24
    
    Solvency
    
    
    767.
    
    AFFIRMATIVE COVENANTS
    
    
    767.1
    
    Notices
    
    
    767.2
    
    Financial Statements; Reports; Officers Certificates
    
    
    767.2.1
    
    Annual Statements
    
    
    767.2.2
    
    Periodic Statements
    
    
    777.2.3
    
    Borrowing Base Property Reports
    
    
    777.2.4
    
    SEC Reports
    
    
    787.2.5
    
    Compliance Certificates
    
    
    787.2.6
    
    Data Requested
    
    
    787.2.7
    
    Tax Returns
    
    
    787.2.8
    
    Lease Notices
    
    
    787.2.9
    
    Ground Lessor Interest Notices
    
    
    787.2.10
    
    Entity Notices
    
    
    797.2.11
    
    Property Acquisition or Sale
    
    
    797.2.12
    
    Property Finance
    
    
    797.2.13
    
    Notice of Litigation
    
    
    797.3
    
    Existence
    
    
    807.4
    
    Payment of Taxes
    
    
    807.5
    
    Insurance; Casualty, Taking
    
    
    807.5.1
    
    General Insurance Requirements
    
    
    807.5.2
    
    Excess Insurance Coverage
    
    
    817.5.3
    
    Payment of Premiums
    
    
    817.5.4
    
    Notice of Damage
    
    
    817.6
    
    Inspection
    
    
    817.7
    
    Loan Documents
    
    
    817.8
    
    Further Assurances
    
    
    827.9
    
    Books and Records
    
    
    827.10
    
    Business and Operations
    
    
    827.11
    
    Title
    
    
    827.12
    
    Estoppel
    
    
    837.13
    
    ERISA
    
    
    83
 iv




---



##### 



Page7.14
    
    [Reserved]
    
    
    847.15
    
    Costs and Expenses
    
    
    847.16
    
    Appraisals
    
    
    847.16.1
    
    Appraisal
    
    
    847.16.2
    
    Costs of Appraisal
    
    
    847.17
    
    Indemnification
    
    
    847.18
    
    Leasing Matters
    
    
    847.19
    
    [Reserved]
    
    
    857.20
    
    Leverage Ratio
    
    
    857.21
    
    Fixed Charge Ratio
    
    
    857.22
    
    Net Worth
    
    
    857.23
    
    Borrowing Base Property Covenants
    
    
    857.23.1
    
    Occupancy Ratio
    
    
    857.23.2
    
    Retail Center
    
    
    857.23.3
    
    Business Strategy
    
    
    857.23.4
    
    Estoppels and SNDA Agreements
    
    
    857.23.5
    
    Title Insurance
    
    
    867.24
    
    Variable Rate Debt
    
    
    867.25
    
    Replacement Documentation
    
    
    867.26
    
    Maintenance of REIT Status
    
    
    867.27
    
    The Lenders Consultants
    
    
    867.27.1
    
    Right to Employ
    
    
    867.27.2
    
    Functions
    
    
    867.27.3
    
    Payment
    
    
    867.27.4
    
    Access
    
    
    867.27.5
    
    No Liability
    
    
    877.28
    
    Payment of Obligations
    
    
    877.29
    
    Compliance with Laws
    
    
    877.30
    
    SNDA and Estoppels for Existing Borrowing Base Properties
    
    
    878.
    
    NEGATIVE COVENANTS
    
    
    878.1
    
    No Changes to the Borrower and other Loan Parties
    
    
    878.2
    
    Restrictions on Liens
    
    
    888.2.1
    
    Administrative Agents Liens
    
    
    888.2.2
    
    Permitted Debt
    
    
    888.2.3
    
    Tax Liens
    
    
    888.2.4
    
    Judgment Liens
    
    
    888.2.5
    
    Personal Property Liens
    
    
    898.2.6
    
    L/C Issuer Liens
    
    
    898.3
    
    Consolidations, Mergers, Sales of Assets, Issuance and Sale of Equity
    
    
    898.3.1
    
    Transfers
    
    
    898.3.2
    
    Non-Loan Parties
    
    
    898.3.3
    
    Loan Parties
    
    
    898.3.4
    
    Borrowing Base Properties
    
    
    898.3.5
    
    Leases
    
    
    898.3.6
    
    Property Transfers
    
    
    908.3.7
    
    Ordinary Course
    
    
    90
 v




---



##### 



Page8.3.8
    
    With Consent
    
    
    908.3.9
    
    Permitted Investments
    
    
    908.3.10
    
    Equity Issuances
    
    
    908.3.11
    
    Merger of Loan Parties
    
    
    908.3.12
    
    Cedar-Riverview
    
    
    908.3.13
    
    Cedar-Revere
    
    
    908.4
    
    Restrictions on Debt
    
    
    908.4.1
    
    Debt under this Agreement
    
    
    918.4.2
    
    KeyBank Facility Debt
    
    
    918.4.3
    
    Individual Property Debt
    
    
    918.4.4
    
    Nonrecourse Debt
    
    
    918.4.5
    
    Ordinary Course
    
    
    918.4.6
    
    Capital Leases
    
    
    918.4.7
    
    Cross-Collateralized Debt
    
    
    918.4.8
    
    Other Unsecured Debt
    
    
    918.4.9
    
    Other Debt
    
    
    918.5
    
    Other Business
    
    
    918.6
    
    Change of Control
    
    
    918.7
    
    Forgiveness of Debt
    
    
    928.8
    
    Affiliate Transactions
    
    
    928.9
    
    ERISA
    
    
    928.10
    
    Bankruptcy Filings
    
    
    928.11
    
    Investment Company
    
    
    928.12
    
    [Reserved]
    
    
    928.13
    
    Use of Proceeds
    
    
    928.14
    
    Distributions
    
    
    928.15
    
    Restrictions on Investments
    
    
    928.16
    
    Negative Pledges, etc.
    
    
    938.17
    
    Other Covenants
    
    
    938.18
    
    Swap Contracts
    
    
    939.
    
    SPECIAL PROVISIONS
    
    
    939.1
    
    Legal Requirements
    
    
    939.2
    
    Limited Recourse Provisions
    
    
    949.2.1
    
    Borrower Fully Liable
    
    
    949.2.2
    
    Certain Non-Recourse
    
    
    949.2.3
    
    Additional Matters
    
    
    949.3
    
    Payment of Obligations
    
    
    9410.
    
    EVENTS OF DEFAULT
    
    
    9510.1
    
    Default and Events of Default
    
    
    9510.1.1
    
    Failure to Pay the Loan
    
    
    9510.1.2
    
    Failure to Make Other Payments
    
    
    9510.1.3
    
    Security Documents and Other Loan Documents
    
    
    9510.1.4
    
    Default under Other Agreements
    
    
    9510.1.5
    
    Representations and Warranties
    
    
    9610.1.6
    
    Affirmative Covenants
    
    
    96
 vi




---



##### 



Page10.1.7
    
    Negative Covenants
    
    
    9610.1.8
    
    Financial Status and Insolvency
    
    
    9610.1.9
    
    Loan Documents
    
    
    9710.1.10
    
    Judgments
    
    
    9710.1.11
    
    ERISA
    
    
    9710.1.12
    
    Change of Control
    
    
    9710.1.13
    
    Indictment; Forfeiture
    
    
    9710.1.14
    
    Generally
    
    
    9810.2
    
    Grace Periods and Notice
    
    
    9810.2.1
    
    No Notice or Grace Period
    
    
    9810.2.2
    
    Nonpayment of Interest
    
    
    9810.2.3
    
    Other Monetary Defaults
    
    
    9810.2.4
    
    Nonmonetary Defaults Capable of Cure
    
    
    9810.2.5
    
    Borrowing Base Property Defaults
    
    
    9811.
    
    REMEDIES
    
    
    9911.1
    
    Remedies
    
    
    9911.1.1
    
    Accelerate Debt
    
    
    9911.1.2
    
    Collateralize Letters of Credit
    
    
    9911.1.3
    
    Pursue Remedies
    
    
    9911.2
    
    Distribution of Liquidation Proceeds
    
    
    9911.3
    
    Power of Attorney
    
    
    10012.
    
    SECURITY INTEREST AND SET-OFF
    
    
    10012.1
    
    Security Interest
    
    
    10012.2
    
    Set-Off/Sharing of Payments
    
    
    10112.3
    
    Right to Freeze
    
    
    10112.4
    
    Additional Rights
    
    
    10213.
    
    THE ADMINISTRATIVE AGENT AND THE LENDERS
    
    
    10213.1
    
    Rights, Duties and Immunities of the Administrative Agent
    
    
    10213.1.1
    
    Appointment of Administrative Agent
    
    
    10213.1.2
    
    No Other Duties, Etc.
    
    
    10213.1.3
    
    Delegation of Duties
    
    
    10213.1.4
    
    Exculpatory Provisions
    
    
    10213.1.5
    
    Reliance by Administrative Agent
    
    
    10313.1.6
    
    Notice of Default
    
    
    10413.1.7
    
    Lenders Credit Decisions
    
    
    10413.1.8
    
    Administrative Agents Reimbursement and Indemnification
    
    
    10413.1.9
    
    Administrative Agent in its Individual Capacity
    
    
    10413.1.10
    
    Successor Administrative Agent
    
    
    10513.1.11
    
    Administrative Agent May File Proofs of Claim
    
    
    10613.1.12
    
    Collateral and Guaranty Matters
    
    
    10713.2
    
    Respecting Loans and Payments
    
    
    10713.2.1
    
    Adjustments
    
    
    10713.2.2
    
    Setoff
    
    
    10713.2.3
    
    Distribution by the Administrative Agent
    
    
    108
 vii




---



##### 



Page13.2.4
    
    Defaulting Lender
    
    
    10813.2.5
    
    Holders
    
    
    10913.3
    
    Assignments by Lenders
    
    
    10913.3.1
    
    Successors and Assigns Generally
    
    
    10913.3.2
    
    Assignments by Lenders
    
    
    10913.3.3
    
    Register
    
    
    11113.3.4
    
    Participations
    
    
    11213.3.5
    
    Limitations upon Participant Rights
    
    
    11213.3.6
    
    Certain Pledges
    
    
    11213.3.7
    
    Resignation as L/C Issuer after Assignment
    
    
    11313.4
    
    Administrative Matters
    
    
    11313.4.1
    
    Amendment, Waiver, Consent, Etc.
    
    
    11313.4.2
    
    Deemed Consent or Approval
    
    
    11414.
    
    CASUALTY AND TAKING
    
    
    11514.1
    
    Casualty or Taking; Obligation To Repair
    
    
    11514.2
    
    Adjustment of Claims
    
    
    11514.3
    
    Payment and Application of Insurance Proceeds and Condemnation Awards
    
    
    11514.3.1
    
    Insurance Proceeds
    
    
    11514.3.2
    
    Release of Funds
    
    
    11614.3.3
    
    Conditions
    
    
    11614.4
    
    Conditions To Release of Insurance Proceeds
    
    
    11714.5
    
    Consultants
    
    
    11814.6
    
    Final Payments
    
    
    11814.7
    
    Lease Provisions
    
    
    11814.8
    
    No Default
    
    
    11815.
    
    GENERAL PROVISIONS
    
    
    11815.1
    
    Notices
    
    
    11815.2
    
    Interest Rate Limitation
    
    
    12015.3
    
    [Reserved]
    
    
    12115.4
    
    [Reserved]
    
    
    12115.5
    
    Parties Bound
    
    
    12115.6
    
    Governing Law; Consent to Jurisdiction; Mutual Waiver of Jury Trial
    
    
    12115.6.1
    
    GOVERNING LAW
    
    
    12115.6.2
    
    SUBMISSION TO JURISDICTION
    
    
    12215.6.3
    
    WAIVER OF VENUE
    
    
    12215.6.4
    
    SERVICE OF PROCESS
    
    
    12215.6.5
    
    WAIVER OF JURY TRIAL
    
    
    12215.7
    
    Survival
    
    
    12315.8
    
    Cumulative Rights
    
    
    12315.9
    
    Expenses; Indemnity; Damage Waiver
    
    
    12315.9.1
    
    Costs and Expenses
    
    
    12315.9.2
    
    Indemnification by the Borrower
    
    
    12415.9.3
    
    Reimbursement by Lenders
    
    
    12415.9.4
    
    Waiver of Consequential Damages,
Etc.
    
    
    12515.9.5
    
    Payments
    
    
    125
 viii




---



##### 



Page15.9.6
    
    Survival
    
    
    12515.10
    
    Regarding Consents
    
    
    12515.11
    
    Obligations Absolute
    
    
    12515.12
    
    Table of Contents, Title and Headings
    
    
    12515.13
    
    Counterparts
    
    
    12615.14
    
    Satisfaction of Commitment Letter
    
    
    12615.15
    
    Time Of the Essence
    
    
    12615.16
    
    No Oral Change
    
    
    12615.17
    
    Monthly Statements
    
    
    12615.18
    
    No Advisory or Fiduciary Responsibility
    
    
    12615.19
    
    USA PATRIOT Act
    
    
    12715.20
    
    Treatment of Certain Information; Confidentiality
    
    
    12715.21
    
    Amendment and Restatement of Existing Loan Agreement
    
    
    128
 ix




---



##### 



Schedule 1.1(a)
    
    Lenders CommitmentSchedule 1.1(b)
    
    Existing Letters of CreditSchedule 3.3.7
    
    Theater Parcel DescriptionSchedule 4
    
    Authorized OfficersSchedule 5.1
    
    Existing Borrowing Base Properties DocumentsSchedule 5.1.11
    
    Required Property, Hazard and Other InsuranceSchedule 6.4
    
    Ownership Interests and Taxpayer Identification NumbersSchedule 6.14.2
    
    Borrowing Base PropertiesSchedule 6.14.5
    
    Ground LeasesSchedule 6.23.1
    
    Major LeasesSchedule 15.1
    
    Notices
 x




---



##### 



Exhibit A
    
    
    
    Form of Loan NoticeExhibit B
    
    
    
    Form of NoteExhibit C
    
    
    
    Form of Compliance CertificateExhibit D
    
    
    
    Form of Assignment and AssumptionExhibit E
    
    
    
    Form of Estoppel CertificateExhibit F
    
    
    
    Form of Closing Compliance CertificateExhibit G
    
    
    
    Form of Guaranty AgreementExhibit H
    
    
    
    Form of Environmental Indemnity AgreementExhibit I
    
    
    
    Form of Pledge and Security AgreementExhibit J
    
    
    
    Form of Cash Flow ProjectionsExhibit K
    
    
    
    Form of Mortgage / Deed of TrustExhibit L
    
    
    
    Form of Assignment of Leases and RentsExhibit M
    
    
    
    Form of Collateral Assignment of ContractsExhibit N
    
    
    
    Form of Consent
 xi




---



##### 



AMENDED AND RESTATED LOAN AGREEMENT
 Loan Agreement Agreement Borrower Lender Lenders Administrative Agent Syndication Agent Co-Documentation Agents
 WITNESSETH
 WHEREAS, Existing Loan Agreement
 WHEREAS,
 WHEREAS
 NOW, THEREFORE, IN CONSIDERATION
 1. DEFINITIONS.
 1.1 Defined Terms .
  Additional Collateral Request
 Adjusted Appraised Value




---



##### 



Adjusted Capitalized Value
 Adjusted FFO
 Adjusted Net Operating Income
 Administrative Agent
 Administrative Agents Office
 Administrative Questionnaire
 Affiliate
 Aggregate Appraised Value
 Agreement
 Applicable Margin
 Appraisal
 2




---



##### 



Appraised Value
 Approved Fund
 Arrangers
 Assignee Group
 Assignment and Assumption Exhibit D
 Assignment of Leases and Rents
 Authorized Officer
 Bank of America
 Base Rate
 Base Rate Advance plus
 3




---



##### 



Book Value
 Borrower
 Borrower Materials
 Borrower Subsidiaries
 Borrower Reduction Date
 Borrower Termination Date
 Borrowing Base Property Borrowing Base Properties Schedule 6.14.2(i)
 Borrowing Base Property Owner Borrowing Base Property Owners
 Borrowing Base Property Requirements
     4




---



##### 



Exhibit E
     5




---



##### 



Schedule 5.1.11
 provided
    Borrowing Base Value plus
 Breakage Fee
 6




---



##### 



Business Day
 Calculation Date
 Calculation Period
 Capital Stock
 Cash Collateral
 Cash Collateralize
 Cash Flow Projections Exhibit J
 Change in Law
 Change of Control
   7




---



##### 



Closing Compliance Certificate
 Closing Date
 Code
 Collateral
 Collateral Assignment of Contract
 Collateral Property Collateral Properties
 Collateral Release Request
 Commitment Schedule
1.1(a)
 8




---



##### 



Commitment Letter
 Commitment Percentage Schedule 1.1(a)
 Compliance Certificate Exhibit
C
 Consolidated Consolidating
 Consolidated CSC Entity Consolidated CSC Entities
 Consolidated EBITDA
 Control Controlling Controlled
 Cost to Repair
 Credit Extension
 CSC
 Debt
 9




---



##### 



Debtor Relief Laws
 Default
 Default Rate plus plus provided however plus
 Defaulting Lender
 10




---



##### 



Development Assets
 Distribution
 Dollars
 Drawdown Date
 EBITDA plus plus plu plus minus minus adjusted
 Eligibility Criteria
  11




---



##### 



Eligible Assignee
 Environmental Indemnity Agreement
 Environmental Legal Requirements
 ERISA
 ERISA Affiliate
 Event of Default
 Event of Loss
 Excluded Taxes
 12




---



##### 



Existing Borrowing Base Properties
 Existing Letter of Credit Schedule 1.1(b)
 Existing Loan Agreement
 Extended Maturity Date
 Extended Term
 Federal Funds Rate
 Fee Letter
 13




---



##### 



Financial Covenants
 Fiscal Year
 Fixed Charges
 Fixed Charge Ratio
 Foreign Lender
 Formation Documents
 Fund
 Funding Evidence
 GAAP
 Governmental Authority
 14




---



##### 



Ground Leases
 Ground Lease Payments
 Guarantee primary obligor Guarantee
 Guaranty
 Guarantor Guarantors
 Hazardous Materials
 15




---



##### 



Impacted Lender
 Implied Debt Service
 Implied Debt Service Coverage Ratio
 Implied Loan Amount
 Increase Effective Date
 Indemnified Taxes
 Indemnitee
 Individual Property Individual Properties
 Initial Maturity Date
 Initial Term
 16




---



##### 



Insurance/Taking Release Conditions
 Interest Expense
 Interest Period provided
    Investment
 ISP
 Issuer Documents
 Joinder Agreement
 17




---



##### 



KeyBank Credit Agreement
 Knowledge or knowledge
 Land Assets
 Late Charge
 Laws
 L/C Advance
 L/C Borrowing
 L/C Credit Extension
 L/C Draw
 L/C Exposure
 L/C Issuer
 18




---



##### 



L/C Obligations
 Lease
 Lenders
 Lenders Consultant
 Lending Office
 Letter of Credit
 Letter of Credit Application
 Letter of Credit Expiration Date
 Letter of Credit Fee
 Letter of Credit Sublimit
 Leverage Ratio
 LIBO Rate
 BBA LIBOR
 19




---



##### 



LIBO Rate Advance plus
 Lien
 Licenses and Permits
 Line Fee
 Line Percentage
 Liquidation Proceeds
 20




---



##### 



Loan
 Loan Advances
 Loan Agreement
 Loan Documents
 Loan Notice
 Loan Party Loan Parties
 Major Event of Loss
 Major Lease
 Mandatory Principal Payment
 21




---



##### 



Material Adverse Effect
 Maturity
 Maturity Date
 Maximum Loan Amount
 Maximum Rate
 Mortgage
 Net Operating Income
 Net Proceeds
 22




---



##### 



Net Worth
 Non-Retail Assets
 Non-Stabilized Asset
 Note Exhibit B
 Obligations
      23




---



##### 



Occupancy Ratio
 Officers Certificate
 Other Taxes
 Outstanding Amount
 Participant
 PBGC
 Permitted Debt
 24




---



##### 



Permitted Distributions provided
 Permitted Liens
 Permitted Investments
      provided
 25




---



##### 



Person
 Plan
 Platform
 Pledge and Security Agreement
 Preliminary Approval
       Pro Rata Share
 Public Lender
 Register
 26




---



##### 



REIT
 Related Parties
 Release Conditions
 Rent Loss Proceeds
 Repair Work
 Reportable Event
 Required Lenders provided
 Restoration Property
 Security Documents
 Stabilized Asset provided
 27




---



##### 



State
 Subsidiary
 Swap Contract Master Agreement
 Swap Termination Value
 Tax Expenses
 Taxes
 Total Asset Value
  28




---



##### 



provided however
  provided however
     Total Commitment
 Total Outstandings
 Treasury Rate
 29




---



##### 



Type
 UCC Uniform Commercial Code
 Unconsolidated CSC Entity Unconsolidated CSC Entities
 United States U.S.
 Unreimbursed Amount
 Variable Rate Indebtedness
 Wholly-Owned Subsidiary
 1.2 Other Interpretive Provisions .
  include includes including will shall
 30




---



##### 



herein hereof hereunder asset property
 from from and including to until to but excluding through to and including
  1.3 Accounting Terms .
 Generally except
 Changes in GAAP provided that
 31




---



##### 



1.4 Rounding .
  1.5 Times of Day .
  1.6 Letter of Credit Amounts .
 provided however
 2. LOAN PROVISIONS.
 2.1 General Loan Provisions .
 Limit
 Loan Advances provided Maximum Loan
Amount
  32




---



##### 



provided however Increase Effective Date Article 6
 33




---



##### 



Procedures and Limits .
 Written Requests Drawdown Date
 Requisitions, Certifications Loan
Notice
 Funding Procedures .
 34




---



##### 



provided however first second
 2.2 Term of Loan .
 Extension of Maturity Initial
Term Initial
Maturity Date Extended Term Extended Maturity Date Maturity Date
 No Default
 Notice From Borrower
 Covenant Compliance
 Conditions Satisfied
 Extension Fee Extension Fee
 35




---



##### 



Appraisals
 Additional Documents
  Termination/Reduction of Commitments
 Borrower Termination Date
  36




---



##### 



Borrower Reduction Date
 2.3 Interest Rate and Payment Terms .
 Borrowers Options
 Selection To Be Made
 Notice
 37




---



##### 



If No Notice
 Telephonic Notice
 Limits On Options
 Payment and Calculation of Interest
 Mandatory Principal Payments Mandatory Principal Payment
 38




---



##### 



Prepayment
 Maturity
 Method of Payment; Date of Credit; Administrative Agents Clawback
 General
 Funding by Lenders; Presumption by Administrative Agent
 39




---



##### 



Payments by Borrower; Presumptions by Administrative
Agent
 40




---



##### 



Failure to Satisfy Conditions Precedent
 Funding Source
 Billings
 Default Rate
    Late Charges Late Charge
 41




---



##### 



Breakage Fees Breakage Fee
 2.4 Loan Fees
 Loan Fees
 Line Fee Line
Fee
 2.5 [Reserved].
 42




---



##### 



2.6 Additional Provisions Related to Interest Rate Selection .
 Increased Costs
     Capital Requirements
 43




---



##### 



Illegality
 Availability
    Base Rate Advances
 Delay in Requests provided
 44




---



##### 



Mitigation
 Designation of a Different Lending Office
 Replacement of Lenders
 Survival
 2.7 Letters of Credit
 The Letter of Credit Commitment
  45




---



##### 



46




---



##### 



Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension
Letters of Credit
  47




---



##### 



Auto-Extension Letter
of Credit Non-Extension
Notice Date
 48




---



##### 



provided
 Auto-Reinstatement Letter
of Credit Non-Reinstatement
Deadline
  49




---



##### 



Drawings and Reimbursements; Funding of Participations
 Honor Date Unreimbursed Amount
    50




---



##### 



Repayment of Participations
  51




---



##### 



Obligations Absolute
      52




---



##### 



Role of L/C Issuer
 Cash Collateral
 53




---



##### 



Cash Collateralize Cash Collateral
 Applicability of ISP
 Letter of Credit Fees Letter of Credit Fee
 Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer
 54




---



##### 



Conflict with Issuer Documents
 Letters of Credit Issued for Borrower Subsidiaries
 Amount provided however
 2.8 Taxes
 Payments Free of Taxes; Obligation to Withhold; Payments on Account of
Taxes
   55




---



##### 



Payment of Other Taxes by the Borrower.
 Tax Indemnifications
   56




---



##### 



Evidence of Payments
 Status of Lenders; Tax Documentation
    57




---



##### 



58




---



##### 



Treatment of Certain Refunds provided
 3. SECURITY FOR THE LOAN; LOAN AND SECURITY DOCUMENTS .
 3.1 Security . Collateral
 Mortgage/Deed of Trust and Security Agreement
 Mortgage
 59




---



##### 



60




---



##### 



Collateral Assignment of Leases and Rents Assignment of Leases
and Rents Exhibit L
 Collateral Assignment of Contracts Exhibit M Collateral Assignment of Contract)
 Guaranties Guaranty Exhibit G
 Environmental Compliance and Indemnification Agreement Environmental Indemnity Agreement Exhibit H
 Ownership Interest and Inter-Company Loan Pledge Exhibit I Pledge and Security Agreement Exhibit N Consent
 61




---



##### 



Additional Documents
 3.2 Loan Documents and Security Documents . Loan Documents
 Security
Documents
 3.3 Removal of Individual Property as a Borrowing Base Property  Borrower Collateral
Release Request provided however Release Conditions
 Borrowing Base Compliance
 Financial Covenant Compliance
 62




---



##### 



No Default Upon Release
 No Default Prior to Release
 [Reserved]
 Payment of Fees
   Theater Parcel Schedule 3.3.7 provided
 63




---



##### 



3.4 Removal of Individual Property as a Borrowing Base Property  Administrative
Agent
 Removal Criteria
      Release by Administrative Agent provided however
 64




---



##### 



3.5 Additional Borrowing Base Property . Additional Collateral Request
       4. CONTINUING AUTHORITY OF AUTHORIZED OFFICERS .
  65




---



##### 



Schedule 4
 5. CONDITIONS PRECEDENT .
 5.1 Closing Loan and Funding Initial Loan Advance . Closing Date
 Satisfactory Loan Documents
 Financial Information; No Material Change
  Closing Compliance
Certificate
 Representations and Warranties Accurate
 66




---



##### 



Validity and Sufficiency of Security Documents
   Litigation
 Formation Documents and Entity Agreements
 67




---



##### 



Compliance With Law
 Compliance With Financial Covenants
 Borrowing Base Property Due Diligence
 Condition of Property
 Insurance Schedule 5.1.11
 Third Party Consents and Agreements
 Legal and other Opinions
 68




---



##### 



No Default
 Schedule 5.1
 5.2 Conditions to all Credit Extensions .
 Representations and Warranties
 69




---



##### 



provided
 No Default
 Financial Covenant Compliance
 Loan Notice
  6. REPRESENTATIONS AND WARRANTIES
  6.1 Formation .
 6.2 Proceedings; Enforceability .
 70




---



##### 



6.3 Conflicts .
 6.4 Ownership and Taxpayer Identification Numbers . Schedule 6.4 Schedule 6.4
 6.5 Litigation .
 6.6 Information .
 71




---



##### 



6.7 Taxes .
 6.8 Financial Information .
 6.9 Control Provisions .
 6.10 Formation Documents .
 6.11 Bankruptcy Filings .
 6.12 Investment Company .
 6.13 [Reserved].
 6.14 Borrowing Base Properties
 Licenses and Permits
 72




---



##### 



Ownership Schedule 6.14.2
 Environmental Matters
 73




---



##### 



Leases
 Ground Lease Schedule
6.14.5
 6.15 Margin Regulations; Use of Proceeds .
 6.16 Insurance . Schedule 5.5.1
 74




---



##### 



6.17 Deferred Compensation and ERISA .
 6.18 [Reserved]
 6.19 No Default .
 6.20 Governmental Authorizations; Other Consents .
 6.21 Qualification as a REIT .
 6.22 Compliance with Laws .
 6.23 Property Matters
 Major Leases Schedule 6.23.1
 Borrowing Base Properties Schedule 6.4
 75




---



##### 



Flood Hazard Schedule 5.1.11
 6.24 Solvency . provided
 7. AFFIRMATIVE COVENANTS
  7.1 Notices .
 7.2 Financial Statements; Reports; Officers Certificates .
 Annual Statements
 76




---



##### 



Periodic Statements
 Borrowing Base Property Reports
 77




---



##### 



SEC Reports
 Compliance Certificates Exhibit C
 Data Requested
 Tax Returns
 Lease Notices
 Ground Lessor Interest Notices
 78




---



##### 



Entity Notices
 Property Acquisition or Sale
 Property Finance
 Notice of Litigation
 Borrower Materials Platform Public Lender
 79




---



##### 



provided however
 7.3 Existence .
 7.4 Payment of Taxes . provided however
 7.5 Insurance; Casualty, Taking
 General Insurance Requirements
 80




---



##### 



Schedule 5.1.11
 Excess Insurance Coverage
 Payment of Premiums
 Notice of Damage
 7.6 Inspection .
 7.7 Loan Documents
 81




---



##### 



7.8 Further Assurances .
 7.9 Books and Records .
 7.10 Business and Operations .
 7.11 Title .
 82




---



##### 



7.12 Estoppel .
 7.13 ERISA .
 83




---



##### 



7.14 [Reserved]
 7.15 Costs and Expenses .
 7.16 Appraisals
 Appraisal
 Costs of Appraisal
 7.17 Indemnification .
 7.18 Leasing Matters .
 84




---



##### 



7.19 [Reserved]
 7.20 Leverage Ratio .
 7.21 Fixed Charge Ratio .
 7.22 Net Worth .
 7.23 Borrowing Base Property Covenants
 Occupancy Ratio
 Retail Center
 Business Strategy
 Estoppels and SNDA Agreements
 85




---



##### 



Title Insurance
 7.24 Variable Rate Debt .
 7.25 Replacement Documentation .
 7.26 Maintenance of REIT Status .
 7.27 The Lenders Consultants
 Right to Employ Lenders Consultant
 Functions
 Payment
 Access
 86




---



##### 



No Liability
 7.28 Payment of Obligations .
 7.29 Compliance with Laws .
 7.30 SNDA and Estoppels for Existing Borrowing Base Properties.
 8. NEGATIVE COVENANTS
  8.1 No Changes to the Borrower and other Loan Parties .
 87




---



##### 



8.2 Restrictions on Liens . Permitted Liens
 Administrative Agents Liens
 Permitted Debt
 Tax Liens
 Judgment Liens
 88




---



##### 



Personal Property Liens
 L/C Issuer Liens
 8.3 Consolidations, Mergers, Sales of Assets, Issuance and Sale of Equity .
 Transfers
 Non-Loan Parties
 Loan Parties
 Borrowing Base Properties
 Leases
 89




---



##### 



Property Transfers provided
 Ordinary Course
 With Consent
 Permitted Investments
 Equity Issuances
 Merger of Loan Parties
 Cedar-Riverview
 Cedar-Revere
 8.4 Restrictions on Debt . Permitted
Debt
 90




---



##### 



Debt under this Agreement
 KeyBank Facility Debt
 Individual Property Debt
 Nonrecourse Debt
 Ordinary Course
 Capital Leases
 Cross-Collateralized Debt
 Other Unsecured Debt
 Other Debt
 8.5 Other Business .
 8.6 Change of Control .
 91




---



##### 



8.7 Forgiveness of Debt .
 8.8 Affiliate Transactions .
 8.9 ERISA .
 8.10 Bankruptcy Filings .
 8.11 Investment Company .
 8.12 [Reserved].
 8.13 Use of Proceeds .
 8.14 Distributions .
 8.15 Restrictions on Investments .
   92




---



##### 



8.16 Negative Pledges, etc .
 8.17 Other Covenants .
 8.18 Swap Contracts
 9. SPECIAL PROVISIONS .
 9.1 Legal Requirements .
 93




---



##### 



9.2 Limited Recourse Provisions
 Borrower Fully Liable
 Certain Non-Recourse
 Additional Matters
 9.3 Payment of Obligations .
 94




---



##### 



10. EVENTS OF DEFAULT
  10.1 Default and Events of Default . Default Event of Default
 Failure to Pay the Loan
 Failure to Make Other Payments
 Security Documents and Other Loan Documents
 Default under Other Agreements
 95




---



##### 



Representations and Warranties
 Affirmative Covenants
 Negative Covenants
 Financial Status and Insolvency
 96




---



##### 



Loan Documents
 Judgments
 ERISA
 Change of Control
 Indictment; Forfeiture
 97




---



##### 



Generally
 10.2 Grace Periods and Notice .
 No Notice or Grace Period
 Nonpayment of Interest
 Other Monetary Defaults
 Nonmonetary Defaults Capable of Cure
 Borrowing Base Property Defaults
 98




---



##### 



11. REMEDIES .
 11.1 Remedies .
 Accelerate Debt
 Collateralize Letters of Credit
 Pursue Remedies
 11.2 Distribution of Liquidation Proceeds .
    99




---



##### 



Fourth
   11.3 Power of Attorney .
 12. SECURITY INTEREST AND SET-OFF .
 12.1 Security Interest .
 100




---



##### 



12.2 Set-Off/Sharing of Payments .
 12.3 Right to Freeze .
 101




---



##### 



12.4 Additional Rights .
 13. THE ADMINISTRATIVE AGENT AND THE LENDERS .
 13.1 Rights, Duties and Immunities of the Administrative Agent .
 Appointment of Administrative Agent
 No Other Duties, Etc
 Delegation of Duties
 Exculpatory Provisions
  102




---



##### 



provided
    Reliance by Administrative Agent
 103




---



##### 



Notice of Default
 Lenders Credit Decisions
 Administrative Agents Reimbursement and Indemnification
 Administrative Agent in its Individual Capacity
 104




---



##### 



Successor Administrative Agent provided
 105




---



##### 



Administrative Agent May File Proofs of Claim
     106




---



##### 



Collateral and Guaranty Matters
     13.2 Respecting Loans and Payments
 Adjustments
 Setoff
 107




---



##### 



Distribution by the Administrative Agent
 Defaulting Lender provided
     108




---



##### 



Holders
 13.3 Assignments by Lenders
 Successors and Assigns Generally
 Assignments by Lenders provided
 Minimum Amounts
  109




---



##### 



provided however
 Proportionate Amounts
 Required Consents
    Assignment and Assumption provided
 110




---



##### 



however
 No Assignment to Borrower
 No Assignment to Natural Persons
 No Assignment to Defaulting Lenders
  Register Register
 111




---



##### 



Participations Participant provided
 provided provided
 Limitations upon Participant Rights
 Certain Pledges provided
 112




---



##### 



Resignation as L/C Issuer after Assignment provided however
 13.4 Administrative Matters
 Amendment, Waiver, Consent, Etc provided that
    113




---



##### 



provided however
     provided further
 Deemed Consent or Approval
 114




---



##### 



14. CASUALTY AND TAKING .
 14.1 Casualty or Taking; Obligation To Repair . Repair Work
 14.2 Adjustment of Claims . provided
 14.3 Payment and Application of Insurance Proceeds and Condemnation Awards
 Insurance Proceeds
 115




---



##### 



Cost To Repair
 Release of Funds
 Conditions
     116




---



##### 



14.4 Conditions To Release of Insurance Proceeds .
       117




---



##### 



14.5 Consultants .
 14.6 Final Payments .
 14.7 Lease Provisions .
 14.8 No Default .
 15. GENERAL PROVISIONS .
 15.1 Notices . Notices Generally
 Schedule 10.02
   118




---



##### 



Electronic Communications provided provided
 provided
 The Platform Agent Parties
 119




---



##### 



provided however
 Change of Address, Etc
 Reliance by Administrative Agent, L/C Issuer and Lenders
 15.2 Interest Rate Limitation . Maximum Rate
 120




---



##### 



15.3 [Reserved].
 15.4 [Reserved]
 15.5 Parties Bound .
  15.6 Governing Law; Consent to Jurisdiction; Mutual Waiver of Jury Trial
 GOVERNING LAW
     121




---



##### 



SUBMISSION TO JURISDICTION
 WAIVER OF VENUE
 SERVICE OF PROCESS
 WAIVER OF JURY TRIAL
 122




---



##### 



15.7 Survival .
 15.8 Cumulative Rights .
 15.9 Expenses; Indemnity; Damage Waiver
 Costs and Expenses
 123




---



##### 



Indemnification by the Borrower Indemnitee provided
 Reimbursement by Lenders provided
 124




---



##### 



Waiver of Consequential Damages, Etc.
 Payments
 Survival
 15.10 Regarding Consents .
 15.11 Obligations Absolute .
 15.12 Table of Contents, Title and Headings .
 125




---



##### 



15.13 Counterparts .
 15.14 Satisfaction of Commitment Letter .
 15.15 Time Of the Essence .
 15.16 No Oral Change .
 15.17 Monthly Statements . Statement
 15.18 No Advisory or Fiduciary Responsibility .
 126




---



##### 



15.19 USA PATRIOT Act . Act
 15.20 Treatment of Certain Information; Confidentiality
 127




---



##### 



Information
  15.21 Amendment and Restatement of Existing Loan Agreement
  128




---



##### 



BORROWER:
    CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.By:
    Cedar Shopping Centers, Inc.,
its general partnerBy:
    /s/ Leo S. UllmanName:
    Leo S. UllmanTitle:
    President




---



##### 



Bank of America, N.A.
as Administrative AgentBy:
    /s/  Maria A. McClainName:
    Maria A. McClainTitle:
    Vice President




---



##### 



Bank of America, N.A.By:
    /s/  Theodore M. BecchettiName:
    Theodore M. BecchettiTitle:
    Vice President




---



##### 



Manufacturers and Traders Trust CompanyBy:
    /s/ Peter J. OstrowskiName:
    Peter J. OstrowskiTitle:
    Vice President




---



##### 



KeyBank National AssociationBy:
    /s/  James B. McLaughlinName:
    James B. McLaughlinTitle:
    Senior Vice President




---



##### 



Regions BankBy:
    /s/  Lori ChambersName:
    Lori ChambersTitle:
    Vice President




---



##### 



Citizens Bank of PennsylvaniaBy:
    /s/  Kellie AndersonName:
    Kellie AndersonTitle:
    Senior Vice President




---



##### 



RAYMOND JAMES BANK, FSBBy:
    /s/  Steven F. PaleyName:
    Steven F. PaleyTitle:
    Senior Vice President




---



##### 



Royal Bank of CanadaBy:
    /s/Dan LePageName:
    Dan LePageTitle:
    Authorized Signatory




---



##### 



Bank of MontrealBy:
    /s/  Aaron LanskiName:
    Aaron LanskiTitle:
    Vice President




---



##### 



SCHEDULE 1.1(a)
 COMMITMENTS
AND COMMITMENT PERCENTAGES
 CommitmentLender
    
    Commitment
    
    
    PercentageBank of America, N.A.
    
    $
    44,000,000
    
    
    
    16.603773585
    %Manufacturers and Traders Trust
Company
    
    $
    44,000,000
    
    
    
    16.603773585
    %KeyBank National Association
    
    $
    44,000,000
    
    
    
    16.603773585
    %Regions Bank
    
    $
    44,000,000
    
    
    
    16.603773585
    %Citizens Bank of Pennsylvania
    
    $
    25,000,000
    
    
    
    9.433962264
    %Raymond James Bank, FSB
    
    $
    24,000,000
    
    
    
    9.056603774
    %Royal Bank of Canada
    
    $
    20,000,000
    
    
    
    7.547169811
    %Bank of Montreal
    
    $
    20,000,000
    
    
    
    7.547169811
    %Total
    
    $
    265,000,000
    
    
    
    100.000000000
    %




---



##### 



SCHEDULE 1.1(b)
 EXISTING LETTERS OF CREDIT
 Letter of CreditProject
    
    Amount
    
    
    Expiration Date
    
    
    NumberNewport
    
    $
    36,000.00
    
    
    
    9/30/2011
    
    
    
    68029970Campbelltown
    
    $
    80,000.00
    
    
    
    8/31/2011
    
    
    
    68028964Camp Hill
    
    $
    287,800.00
    
    
    
    10/1/2011
    
    
    
    68030173Limerick
    
    $
    266,090.22
    
    
    
    6/30/2011
    
    
    
    68031354Total
    
    $
    669,890.22




---



##### 



SCHEDULE
3.3.7
 THEATER PARCEL
 ALL THAT CERTAIN SITUATE
 BEGINNING
 CONTAINING
 BEING
 BEING Registry #9 S 16-93, 94 .




---



##### 



SCHEDULE 4
 AUTHORIZED OFFICERS
 1.
    
    Leo S. Ullman, Chief Executive Officer of Cedar Shopping Centers, Inc.2.
    
    Brenda J. Walker, Chief Operating Officer of Cedar Shopping Centers, Inc.3.
    
    Lawrence E. Kreider, Jr., Chief Financial Officer of Cedar Shopping Centers, Inc.




---



##### 



SCHEDULE 5.1
 EXISTING BORROWING BASE PROPERTIES DOCUMENTS
 1.
    
    South Philadelphia Shopping Plaza  Survey2.
    
    Riverview Shopping Center  Survey3.
    
    Sunset Crossing Shopping Center  Survey4.
    
    Swede Square Shopping Center  Zoning Letter/PZR Report and Survey5.
    
    Point at Carlisle Shopping Center  Zoning Letter6.
    
    Fairview Commons  Survey7.
    
    Circle Plaza  Survey8.
    
    Virginia Center Commons  Survey9.
    
    The Shoppes at Salem Run  Survey10.
    
    Unit 2 of The Shops at Suffolk Downs Condominium  Survey and Structural Report11.
    
    First Merit Bank  Cuyahoga Falls  Survey12.
    
    Washington Center (Greentree)  Survey and Structural Report13.
    
    Valley Plaza Shopping Center  Zoning Letter/PZR Report14.
    
    St. James Shopping Center  Zoning Letter/PZR Report15.
    
    Kenley Village Shopping Center  Zoning Letter/PZR Report




---



##### 



SCHEDULE 5.1.11
 REQUIRED PROPERTY, HAZARD AND OTHER INSURANCE




---



##### 








---



##### 








---



##### 



SCHEDULE 6.4
 OWNERSHIP INTERESTS AND TAXPAYER IDENTIFICATION NUMBERS
OF LOAN PARTIES
 Tax
    
    BorrowingState of
    
    
    
    Identification
    
    Base PropertyLegal Name of Loan Party
    
    Organization
    
    Partners/Members
    
    Number
    
    OwnerCedar Shopping Centers
Partnership, L.P.
    
    Delaware
    
    N/A
    
    11-3440066
    
    NoCedar Shopping Centers, Inc.
    
    Maryland
    
    N/A
    
    42-1241468
    
    NoCedar-South Philadelphia I, 
LLC
    
    Delaware
    
    Cedar-South Philadelphia II, LLC
(100%)
    
    90-0082050
    
    YesCedar-South Philadelphia II, 
LLC
    
    Delaware
    
    Cedar Shopping Centers Partnership,
L.P. (100%)
    
    90-0082060
    
    NoCedar-Riverview LP
    
    Pennsylvania
    
    Cedar-Riverview LLC (1% of
common interests; general partner);
CSC-Riverview LLC (99% of
common interests; limited partner);
Firehouse Realty Corp. (preferred
limited partner); Reed Development
Associates, Inc. (preferred limited
partner); South River View Plaza,
Inc. (preferred limited partner); River
View Development Corp. (preferred
limited partner); Riverview
Commons, Inc. (preferred limited
partner)
    
    20-0422200
    
    Yes




---



##### 



Tax
    
    BorrowingState of
    
    
    
    Identification
    
    Base PropertyLegal Name of Loan Party
    
    Organization
    
    Partners/Members
    
    Number
    
    OwnerCedar-Riverview LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-0151534
    
    NoCSC-Riverview LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-0151125
    
    NoCedar Lender LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-0447171
    
    NoCedar Sunset Crossing, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-0579586
    
    YesCedar Dubois, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-0768567
    
    YesSwede Square Associates, L.P.
    
    Pennsylvania
    
    Swede Square, LLC (0.1%;
general partner); Cedar
Shopping Centers Partnership,
L.P. (99.9%; limited partner)
    
    02-0673581
    
    YesSwede Square, LLC
    
    Pennsylvania
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    02-0673593
    
    NoCedar Brickyard, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-2011661
    
    YesCedar St. James, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-2311739
    
    YesCedar Kenley Village, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-2311870
    
    Yes




---



##### 



Tax
    
    BorrowingState of
    
    
    
    Identification
    
    Base PropertyLegal Name of Loan Party
    
    Organization
    
    Partners/Members
    
    Number
    
    OwnerCedar-Valley Plaza, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    42-1596164
    
    YesCedar-Glen Allen UK, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-3797757
    
    YesCedar-Fredericksburg UK, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-3797657
    
    YesCedar-Salem Run, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-3797596
    
    YesCedar-VA Commons, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-3797692
    
    YesCedar-Revere LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-3528504
    
    YesCedar-Carlisle, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-3397838
    
    YesCedar-Oakhurst, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-5233216
    
    YesCedar-Palmyra, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-3897470
    
    YesCedar-Stadium Plaza LLC
    
    Delaware
    
    CIF-Loyal Plaza Associates,
Corp. (0.01%; member); Cedar
Shopping Centers Partnership,
L.P. (99.99%; member)
    
    20-2957198
    
    Yes




---



##### 



Tax
    
    BorrowingState of
    
    
    
    Identification
    
    Base PropertyLegal Name of Loan Party
    
    Organization
    
    Partners/Members
    
    Number
    
    OwnerCIF-Loyal Plaza
Associates, Corp.
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    42-1597273
    
    NoCedar-Annie Land, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-5412150
    
    YesCedar-Arlington Road LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-2369571
    
    YesCedar-Zanesville LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-2369724
    
    YesCedar-Cuyahoga, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-5871202
    
    YesCedar-Fairview Commons, 
LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-8241755
    
    YesCedar-Norwood, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-5610606
    
    YesCedar-Metro Square II, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    26-3478262
    
    YesCedar-Mason, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    26-1857485
    
    YesCedar-HD, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    26-1591415
    
    YesCedar-Hilliard, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    26-0337651
    
    Yes




---



##### 



Tax
    
    BorrowingState of
    
    
    
    Identification
    
    Base PropertyLegal Name of Loan Party
    
    Organization
    
    Partners/Members
    
    Number
    
    OwnerCedar-Grove City, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    26-0285531
    
    YesCedar-Enon, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    26-1591182
    
    YesGreentree Road L.L.C. 1
    
    Delaware
    
    Greentree Road L.L.C. 2 (100%)
    
    11-3620398
    
    YesCedar-Bristol, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    20-8328145
    
    YesGreentree Road L.L.C. 2
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    11-3620395
    
    NoCedar-Circle, LLC
    
    Delaware
    
    Cedar Shopping Centers
Partnership, L.P. (100%)
    
    26-0531641
    
    Yes




---



##### 



SCHEDULE 6.14.2
 BORROWING BASE PROPERTIES
 Fee Simple orLegal Name
    
    LeaseholdBorrowing Base Property
    
    of Owner(s)
    
    Estate
    
    Date of Appraisal
    
    Actual Appraised ValueSouth Philadelphia Shopping Plaza 
Philadelphia, Pennsylvania
    
    Cedar-South
Philadelphia I, LLC
    
    Leasehold
    
    June 17, 2009
    
    $
    44,500,000Riverview Shopping Center 
Philadelphia, Pennsylvania
    
    Cedar-Riverview LP
    
    Leasehold
    
    June 15, 2009
    
    $
    48,000,000Sunset Crossing Shopping Center 
Dickson, Pennsylvania
    
    Cedar Sunset
Crossing, LLC
    
    Fee Simple
    
    June 17, 2009
    
    $
    11,000,000Dubois Commons Shopping Center 
Sandy, Pennsylvania
    
    Cedar Dubois, LLC
    
    Fee Simple
    
    March 13, 2008
    
    $
    20,500,000Swede Square Shopping Center 
East Norriton, Pennsylvania
    
    Swede Square
Associates, L.P.
    
    Fee Simple
    
    June 11, 2009
    
    $
    15,800,000Brickyard Shopping Center 
Berlin, Connecticut
    
    Cedar Brickyard, LLC
    
    Fee Simple
    
    June 19, 2009
    
    $
    23,000,000Valley Plaza Shopping Center, Hagerstown, 
Maryland
    
    Cedar-Valley Plaza,
LLC
    
    Fee Simple
    
    October 21, 2008
    
    $
    9,600,000St. James Shopping Center, Hagerstown,
Maryland
    
    Cedar St. James, LLC
    
    Fee Simple
    
    June 15, 2009
    
    $
    4,200,000Kenley Village Shopping Center, Hagerstown,
Maryland
    
    Cedar Kenley
Village, LLC
    
    Fee Simple
    
    June 15, 2009
    
    $
    3,600,000Ukrops Shopping Center,
Fredericksburg, Virginia
    
    Cedar-Fredericksburg
UK, LLC
    
    Fee Simple
    
    October 20, 2008
    
    $
    15,200,000




---



##### 



Fee Simple orLegal Name
    
    LeaseholdBorrowing Base Property
    
    of Owner(s)
    
    Estate
    
    Date of Appraisal
    
    Actual Appraised ValueUkrops Shopping Center,
Glen Allen, Virginia
    
    Cedar-Glen Allen
UK, LLC
    
    Fee Simple
    
    October 24, 2008
    
    $
    6,000,000Virginia Center Commons 
Glen Allen, Virginia
    
    Cedar-VA Commons,
LLC
    
    Fee Simple
    
    October 24, 2008
    
    $
    4,000,000The Shoppes at Salem Run 
Fredericksburg, Virginia
    
    Cedar-Salem Run, LLC
    
    Fee Simple
    
    June 16, 2009
    
    $
    5,100,000Unit 2 of The Shops at Suffolk
Downs Condominium, Revere,
Massachusetts
    
    Cedar-Revere LLC
    
    Fee Simple
    
    October 18, 2008
    
    $
    15,200,000Point at Carlisle Shopping Center 
Carlisle, Pennsylvania
    
    Cedar-Carlisle, LLC
    
    Fee Simple
    
    October 20, 2008
    
    $
    12,200,000Oakhurst Plaza 
Harrisburg, Pennsylvania
    
    Cedar-Oakhurst, LLC
    
    Fee Simple
    
    October 10, 2008
    
    $
    16,900,000Palmyra Shopping Center 
Palmyra, Pennsylvania
    
    Cedar-Palmyra, LLC
    
    Fee Simple
    
    October 10, 2008
    
    $
    7,250,000Stadium Plaza 
East Lansing, Michigan
    
    Cedar-Stadium Plaza
LLC
    
    Fee Simple
    
    October 20, 2008
    
    $
    8,300,000Annie Land Plaza 
Lovington, Virginia
    
    Cedar-Annie Land,
LLC
    
    Fee Simple
    
    June 12, 2009
    
    $
    3,400,000First Merit Bank 
Akron, Ohio
    
    Cedar-Arlington
Road LLC
    
    Fee Simple
    
    June 19, 2009
    
    $
    720,000Family Dollar 
Zanesville, Ohio
    
    Cedar-Zanesville LLC
    
    Fee Simple
    
    June 12, 2009
    
    $
    490,000First Merit Bank 
Cuyahoga Falls, Ohio
    
    Cedar-Cuyahoga, LLC
    
    Fee Simple
    
    June 23, 2009
    
    $
    990,000




---



##### 



Fee Simple orLegal Name
    
    LeaseholdBorrowing Base Property
    
    of Owner(s)
    
    Estate
    
    Date of Appraisal
    
    Actual Appraised ValueFairview Commons 
Fairview Township, Pennsylvania
    
    Cedar-Fairview
Commons, LLC
    
    Fee Simple
    
    June 18, 2009
    
    $
    4,300,000Hannaford Plaza 
Norwood, Massachusetts
    
    Cedar-Norwood LLC
    
    Fee Simple
    
    June 12, 2009
    
    $
    7,830,000Washington Center Shops, 
Washington, New
Jersey
    
    Greentree Road
L.L.C. 1
    
    Fee Simple
    
    June 18, 2009
    
    $
    1,200,000Enon Discount Drug Mart Plaza, Fairborn, Ohio
    
    Cedar-Enon, LLC
    
    Fee Simple
    
    March 8, 2009
    
    $
    4,900,000Grove City Discount Drug Mart Plaza, Grove
City, Ohio
    
    Cedar-Grove City, LLC
    
    Fee Simple
    
    March 4, 2009
    
    $
    5,500,000Hilliard Discount Drug Mart, Hilliard, Ohio
    
    Cedar-Hilliard, LLC
    
    Fee Simple
    
    March 4, 2009
    
    $
    5,250,000Hills and Dales Discount Drug Mart Plaza,
Canton, Ohio
    
    Cedar-HD, LLC
    
    Fee Simple
    
    March 6, 2009
    
    $
    3,350,000Mason Discount Drug Mart Plaza, Mason, Ohio
    
    Cedar-Mason, LLC
    
    Fee Simple
    
    March 8, 2009
    
    $
    7,750,000Circle Plaza, Shamokin Dam Borough, 
Pennsylvania
    
    Cedar-Circle, LLC
    
    Fee Simple
    
    June 16, 2009
    
    $
    1,975,000Oakland Commons, Bristol, Connecticut
    
    Cedar-Bristol, LLC
    
    Fee Simple
    
    October 23, 2008
    
    $
    11,600,000Metro Square at Owings Mills, Owings Mills,
Maryland
    
    Cedar-Metro Square
II, LLC
    
    Fee Simple
    
    March 8, 2009
    
    $
    4,700,000




---



##### 



SCHEDULE 6.14.5
 GROUND LEASES




---



##### 



SCHEDULE
6.23.1
 MAJOR LEASE LOCATIONS
 Borrowing BaseLoan Party
    
    Property
    
    Tenant(s)
    
    Sq. Ft.1
    
    Cedar-Annie Land, LLC
    
    Annie Land Plaza
    
    Food Lion
    
    
    29,0002
    
    Cedar-Circle, LLC
    
    Circle Plaza
    
    K-Mart
    
    
    92,1713
    
    Cedar-Enon, LLC
    
    Enon Discount Drug
    
    Discount Drug Mart
    
    
    24,596Mart Plaza (Fairborn)4
    
    Cedar-Fairview Commons, LLC
    
    Fairview Commons
    
    Giant Foods
    
    
    17,2645
    
    Cedar-Cuyahoga, LLC
    
    First Merit Bank -
Cuyahoga Falls
    
    FirstMerit Bank
    
    
    15,6006
    
    Cedar-Grove City, LLC
    
    Grove City Discount
    
    Discount Drug Mart
    
    
    24,596Drug Mart Plaza7
    
    Cedar-Norwood, LLC
    
    Hannaford Plaza
    
    Dollar Tree Stores
    
    
    16,798Hannaford Brothers
    
    
    42,598Rockys Ace Hardware
    
    
    18,8308
    
    Cedar-Hilliard, LLC
    
    Hilliard Discount Drug
    
    Discount Drug Mart
    
    
    24,592Mart Plaza9
    
    Cedar-HD, LLC
    
    Hills and Dales
    
    Discount Drug Mart
    
    
    23,608Discount Drug MartPlaza (Canton)10
    
    Cedar Kenley Village, LLC
    
    Kenley Village
    
    Dollar General
    
    
    11,144Shopping CenterFood Lion
    
    
    29,000




---



##### 



Borrowing BaseLoan Party
    
    Property
    
    Tenant(s)
    
    Sq. Ft.11
    
    Cedar-Mason, LLC
    
    Mason Discount Drug
Mart Plaza
    
    Discount Drug Mart
    
    
    24,59612
    
    Cedar-Oakhurst, LLC
    
    Oakhurst Plaza
    
    CVS
    
    
    11,300Giant Foods
    
    
    62,32013
    
    Cedar Bristol LLC
    
    Oakland Commons
    
    Bristol Ten Pin
    
    
    35,189Shaws
    
    
    54,66114
    
    Cedar-Palmyra, LLC
    
    Palmyra Shopping
    
    Rite Aid
    
    
    18,104Center
    
    Weis Markets
    
    
    46,18115
    
    Cedar-Riverview LP
    
    Riverview Shopping
Center
    
    United Artist Theater
    
    
    77,700Avalon Carpet, Tile, Etc.
    
    
    25,000Pep Boys
    
    
    22,00016
    
    Cedar-South
Philadelphia I, LLC
    
    South Philadelphia
    
    Bally Total Fitness
    
    
    31,000Shopping Plaza
    
    Dollar Tree Stores
    
    
    6,930Ross Dress for Less
    
    
    31,349Shop Rite
    
    
    54,388




---



##### 



Borrowing BaseLoan Party
    
    Property
    
    Tenant(s)
    
    Sq. Ft.17
    
    Cedar St. James, LLC
    
    St. James Shopping
    
    Food Lion
    
    
    33,000Center18
    
    Cedar-Stadium Plaza LLC
    
    Stadium Plaza
    
    A&P
    
    
    54,65019
    
    Cedar Sunset Crossing, LLC
    
    Sunset Crossing
    
    Giant Foods
    
    
    54,332Shopping Center20
    
    Swede Square Associates, L.P.
    
    Swede Square
    
    LA Fitness
    
    
    37,200Shopping Center21
    
    Cedar Brickyard, LLC
    
    Brickyard Shopping
    
    Home Depot
    
    
    103,003CenterSyms
    
    
    38,000Walmart
    
    
    109,75522
    
    Cedar Bristol, LLC
    
    Oakland Commons
    
    Dollar Tree Stores
    
    
    6,250Shop N Save
    
    
    52,654The Bon-Ton
    
    
    54,50023
    
    Cedar-Carlisle, LLC
    
    Point at Carlisle
    
    The Bon-Ton
    
    
    59,925Shopping CenterDollar Tree Stores
    
    
    16,300Dunham Sports
    
    
    21,300Office Max
    
    
    22,64524
    
    Cedar-Revere LLC
    
    Unit 2 of The Shops
    
    Stop & Shop
    
    
    74,977at Suffolk DownsCondominium25
    
    Cedar-Fredericksburg UK, LLC
    
    Ukrops Shopping
    
    Ukrops
    
    
    63,000CenterFredericksburg26
    
    Cedar-Glen Allen UK, LLC
    
    Ukrops Shopping
    
    Ukrops
    
    
    43,000




---



##### 



Borrowing BaseLoan Party
    
    Property
    
    Tenant(s)
    
    Sq. Ft.CenterGlen Allen27
    
    Cedar-Valley Plaza, LLC
    
    Valley Plaza Shopping
    
    K-Mart
    
    
    95,810CenterOllies Bargain Outlet
    
    
    41,888Tractor Supply Company
    
    
    32,095




---



##### 



SCHEDULE 15.1
 NOTICES




---



##### 



Administrative Agents Office  (for payments and Requests for Credit Extensions):
 
 Other Notices as Administrative Agent :




---



##### 



EXHIBIT A
 FORM OF
LOAN NOTICE
    Agreement Borrower
 The undersigned hereby requests (select one):o A Loan Advanceo A conversion or continuation of Loans
 1.
    
    On __________________________________ (a Business Day).2.
    
    In the amount of $ ______________________3.
    
    Comprised of _______________________________
[Type of Loan requested]4.
    
    For a LIBO Rate Advance: an Interest Period of: __ months
 1
 1.
    
    The Loan Advance is for the purpose of: ___________________.2.
    
    The Total Outstandings reflecting the
funding of the Loan Advance being requested hereby are:
_______________________
_____________.3.
    
    Maximum Loan Amount pursuant to Section 2.1.1
(a) of the Agreement (lesser of Total Commitment and the Borrowing
Base Value) is: $ ___________________________________.
 
 1
    
    Only include for a Loan Advance.




---



##### 



4.
    
    The aggregate remaining amount which may be funded under the
Agreement is: ____________________________.5.
    
    Attached as Exhibit A hereto are
calculations evidencing the Borrowers continued compliance with the
Financial Covenants, as satisfied by the Closing Compliance
Certificate, or once delivered, the most recent Compliance Certificate
delivered by the Borrower.6.
    
    The representations and warranties of the
Borrower and each other Loan Party contained in Article 6 of the
Agreement or any other Loan Document, or which are contained in
any document furnished at any time under or in connection herewith
or therewith, are true and correct in all material respects on and as
of the date of the Credit Extension requested hereby, except to the
extent that such representations and warranties specifically refer to
an earlier date, in which case they are true and correct in all
material respects as of such earlier date, and except that for purposes
of this notice, the representations and warranties contained in Section
6.8 of the Agreement shall be deemed to refer to the most recent
statements furnished pursuant to Section 7.2.1 and 7.2.2 of the
Agreement.7.
    
    No Default or Event of Default exists, or would
result from the Loan Advance requested hereby or from the application
of the proceeds thereof.
 Note: Each request for a Loan Advance hereunder shall be for (a) a minimum amount
as required by Section 2.3.6 of the Loan Agreement, and (b) an amount not to exceed
(x) the Maximum Loan Amount less (y) the Total Outstandings (after giving effect to
such Loan Advance).




---



##### 



CEDAR SHOPPING CENTERS
PARTNERSHIP, L.P., a Delaware limited partnershipBy:
    Cedar Shopping Centers, Inc., a  Maryland corporation, its general partnerBy:Name:Title:




---



##### 



EXHIBIT A




---



##### 



EXHIBIT B
 FORM OF
NOTE
  Borrower Lender Agreement Administrative Agent
  provided however,




---



##### 








---



##### 



CEDAR SHOPPING CENTERS 
PARTNERSHIP, L.P., a Delaware limited partnershipBy:
    Cedar Shopping Centers, Inc., a
 Maryland corporation, its general
 partnerBy:Name:Title:




---



##### 



EXHIBIT C
 FORM OF
COMPLIANCE CERTIFICATE
 
   Agreement; Borrower
  
  Schedule 1
 Schedule 2
  
 
 Schedule 3




---



##### 








---



##### 



IN WITNESS WHEREOF,
 CEDAR SHOPPING CENTERS PARTNERSHIP,
L.P., a Delaware limited partnershipBy:
    Cedar Shopping Centers, Inc., a Maryland corporation, its general partnerBy:Name:Title:




---



##### 








---



##### 








---



##### 








---



##### 



EXHIBIT D
 FORM OF
ASSIGNMENT AND ASSUMPTION
 Assignment and Assumption 2 Assignor 3 Assignee 4 5 Loan Agreement
 Assigned Interest
 
 2
    
    For bracketed language here and elsewhere in this form relating to the Assignor(s), if
the assignment is from a single Assignor, choose the first bracketed language. If the assignment
is from multiple Assignors, choose the second bracketed language.3
    
    For bracketed language here and elsewhere in this form relating to the Assignee(s), if the
assignment is to a single Assignee, choose the first bracketed language. If the assignment is to
multiple Assignees, choose the second bracketed language.4
    
    Select as appropriate.5
    
    Include bracketed language if there are either multiple Assignors or multiple Assignees.




---



##### 



1.
    
    Assignor[s]:2.
    
    Assignee[s]:[for each Assignee, indicate [Affiliate] [Approved Fund] of [identify Lender]]3.
    
    Borrower: Cedar Shopping Centers Partnership, L.P.4.
    
    Administrative Agent: Bank of America,
N.A., as the administrative agent under the Loan Agreement5.
    
    Loan Agreement: Amended and
Restated Loan Agreement, dated as of November 10, 2009, among Cedar
Shopping Centers, L.P., the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent and
L/C Issuer6.
    
    Assigned Interest:
 Aggregate
    
    Amount of
    
    PercentageAmount of
    
    Commitment
    
    Assigned ofFacility
    
    Commitment/Loans
    
    /Loans
    
    Commitment/
    
    CUSIPAssignor[s]6
    
    Assignee[s]7
    Assigned
    for all Lenders8
    
    Assigned
    
    Loans9
    
    NumberCommitment
    
    $
    
    $
    
    %Commitment
    
    $
    
    $
    
    %Commitment
    
    $
    
    $
    
    %
 
 6
    
    List each Assignor, as appropriate.7
    
    List each Assignee, as appropriate.8
    
    Amounts in this column and in the column immediately to the right to be adjusted by
the counterparties to take into account any payments or prepayments made between the Trade Date and
the Effective Date.9
    
    Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all
Lenders thereunder.




---



##### 



10
 
  ASSIGNOR
[NAME OF ASSIGNOR]By:Title:ASSIGNEE
[NAME OF ASSIGNEE]By:Title: [Consented to and]11 Accepted:
BANK OF AMERICA, N.A., as
   Administrative AgentBy:Title:[Consented to:]12By:Title: 
 10
    
    To be completed if the Assignor and the Assignee intend that the minimum assignment
amount is to be
determined as of the Trade Date.11
    
    To be added only if the consent of the Administrative Agent is required by the terms
of the Loan
Agreement.12
    
    To be added only if the consent of the Borrower and/or other parties (L/C
Issuer) is required by the
terms of the Loan Agreement.




---



##### 



ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
 STANDARD TERMS AND CONDITIONS FOR
 ASSIGNMENT AND ASSUMPTION
 Representations and Warranties
 Assignor
 Assignee




---



##### 



. Payments
 General Provisions




---



##### 



EXHIBIT E
 FORM OF
ESTOPPEL CERTIFICATE
 ESTOPPEL CERTIFICATE AND AGREEMENT
 Landlord     Exhibit A Premises
 Lease Exhibit B All capitalized terms used herein which are not otherwise defined shall have the meaning ascribed
to such term under the Lease);
 Agent Lender Lenders Loan Arrangement Borrower
  Leasehold Mortgage
 Estoppel Certificate




---



##### 



1.
    
    The Landlord and Tenant represent that:
 1.1
    
    the Lease is currently in full force and effect;1.2
    
    the Lease has not been modified or amended;1.3
    
    neither the Tenant nor Landlord is in default under the Lease, nor has any
event occurred which is, or solely with the passage of time would be, an event of
default under the Lease; and1.4
    
    the term of the Lease commences on
, ___ and expires on , ___.
 2.
    
    The Landlord represents that all rent presently due under the Lease has been paid in full,
and no additional rent is presently due under the Lease; and as of the date of this Estoppel
Certificate, there are no other payments due and payable from the Tenant to the Landlord under
the Lease.3.
    
    The Landlord represents and warrants that its fee interest in the Premises is
unencumbered, except as set forth in Exhibit C attached hereto.4.
    
    The Landlord acknowledges and agrees that the interest of the Landlord in and to the Premises
and the Lease shall not be encumbered beyond that which such interests are encumbered as of
the date hereof in any manner whatsoever without the prior written consent of the Agent.5.
    
    The Landlord hereby:
 5.1
    
    acknowledges and consents to the granting of the Leasehold Mortgage, and
acknowledges and recognizes that the Agent, as the mortgagee of the leasehold interest
in the Lease, is entitled to the benefit of all of the rights and privileges provided
to a leasehold mortgagee under the Lease;5.2
    
    recognizes the rights of the Agent, and any successor, assignee or transferee
of the Agent, in and to the Premises as described in the Leasehold Mortgage, and
consents to the exercise by the Agent of its rights under the Leasehold Mortgage upon
the occurrence of an event of default by the Tenant under the Leasehold Mortgage;




---



##### 



5.3
    
    recognizes the right of the Agent, and any successor, assignee or transferee of
the Agent, to exercise any options, including, without limitation, any renewal or 
extension options or rights of first refusal provided to the Tenant under the Lease,
and agrees that if, prior to the exercise by the Agent of its rights under the
Leasehold Mortgage, the Tenant fails to exercise within the applicable time periods
set forth in the Lease any option including, without limitation, any renewal or
extension option or right of first refusal, the Landlord shall notify the Agent as
attorney-in-fact for the Tenant and the Agent shall be authorized, at its option, to
exercise any option or right within sixty (60) days of receipt of such notice and
the Landlord shall recognize said exercise of any option or right by the Agent;5.4
    
    agrees that the interest of the Landlord in and to the Premises and the Lease
shall not be transferred or assigned unless the transferee or assignee provides a
written agreement to the Agent that (i) said transfer or assignment is subject to the
terms and conditions of the Lease, and this Estoppel Certificate, and (ii) the
transferee or assignee assumes the obligations of the Landlord thereunder and
hereunder;5.5
    
    acknowledges that notwithstanding the occurrence of any event of default
under the Lease, the Landlord will not terminate, or allow or suffer the termination
of, the Lease, without the prior written consent of Agent; and5.6
    
    agrees that notwithstanding the terms of the Lease, any and all insurance
proceeds or eminent domain or condemnation awards or proceeds with respect to the
Premises shall be subject to the approval of the Agent and shall be payable to the
Agent, or otherwise made available for the repair or restoration of the Premises, all
in accordance with the terms and provisions of the Leasehold Mortgage.
 6.
    
    Upon notice to the Landlord by the Agent of the exercise of Agents rights against Tenant
(whether pursuant to the Leasehold Mortgage or otherwise) the Landlord shall:
 6.1
    
    not interfere with any enforcement by the Agent of the Agents rights in and to
the personal property of the Tenant located on the Premises;6.2
    
    not distrain nor assert any claim against the personal property of Tenant;6.3
    
    permit the Agent to enter upon the Premises and remove the personal property
from the Premises, provided, the Agent agrees that it shall promptly repair, at the
Agents expense, any physical damage to the Premises caused by said removal; and6.4
    
    not interfere with the disposal of the personal property by sale (by public
auction or otherwise) conducted on the Premises.
 7.
    
    Until such time as the Agent executes and records a discharge of the Leasehold Mortgage:




---



##### 



7.1
    
    no modifications, extensions, renewals or surrender of the Lease shall be
effective without the prior written consent of the Agent;7.2
    
    the Landlord shall not convey the Premises to the Tenant without the prior
written consent of the Agent;7.3
    
    any and all rights, easements and development agreements to be granted by, or
entered into with, the Landlord relative to the Premises shall not be granted or
entered into without the prior written consent of the Agent; and7.4
    
    the Landlord shall waive any provisions of the Lease which provide that Tenant
shall, upon request of the Landlord, subordinate the Lease to any lien of any
present or future mortgages granted by the Landlord.
 8.
    
    In the event of any default by the Tenant under the Lease, the Landlord shall:
 8.1
    
    cause a copy of any notice of default by the Tenant under the Lease or notice
of termination of the Lease to be sent to the Agent, and the Landlord agrees that any
such notice of default or termination shall not be deemed duly given and effective
unless and until a copy of such notice is actually received by the Agent; and8.2
    
    permit the Agent to cure or cause to be cured such default within thirty (30)
days of the receipt of notice from the Landlord of Tenants default if such default
may be cured by the payment of money, or, otherwise, within sixty (60) days of the
receipt of such notice.
 9.
    
    If the Agent fails to cause any default of the Tenant under the Lease to be cured, or such
default is incapable of being cured, during the applicable time period, the Landlord shall
further refrain from exercising its rights and/or remedies under the Lease and shall not
terminate the Lease if the Agent has provided the Landlord with written notice that either:
 9.1
    
    the Agent intends to cause the default to be cured and the Agent is diligently
pursuing the cure of such default; or9.2
    
    the Agent has or intends to make demand upon Tenant for payment or
performance under any agreement between Tenant and the Agent pertaining to the Loan
Arrangement and the Agent diligently pursues the exercise of its rights thereunder.
 10.
    
    Any successor, assignee or transferee of the Agent shall have thirty (30) days from the
consummation of such succession, assignment, or transfer within which to cure or cause to be
cured any default of the Tenant under the Lease.11.
    
    Any default of the Tenant under the Lease which is cured or which is caused to be cured by
the Agent within the applicable cure period, shall be deemed to have been waived by




---



##### 



the Landlord and the Landlord shall not be entitled to exercise any rights or remedies
granted to Landlord under the Lease on account of the occurrence of such default.12.
    
    In the event any default of Tenant under the Lease is incapable of being cured, the Landlord
shall, upon the request of the Agent, execute a new lease with the Agent upon the same terms
and conditions (but providing for the revival of any rights and/or options which may have
lapsed due to the Tenants action or inaction under the Lease) as the Lease and such new lease
shall have the same relative priority in right, title and interest in and to the Premises as
the Lease.13.
    
    The Agent shall not become liable for the obligations of the Tenant under the Lease unless
and until the Agent obtains possession of the Premises and expressly agrees to assume all such
obligations, and then, only for the period during which the Agent is in possession of the
Premises. Upon the sale, transfer or assignment by the Agent of its interest in the Lease
and/or the Premises, the Agent shall have no further liability to the Landlord.14.
    
    Whether or not the Agent assumes the obligations of Tenant pursuant to Section 13, above, the
Agent shall have no liability to the Landlord for any obligations of Tenant under the Lease
arising prior to such assumption by the Agent.15.
    
    All notices under this Estoppel Certificate shall be sent certified mail, return receipt
requested as follows:




---



##### 



16.
    
    Upon the request of the Agent, the Landlord will provide the Agent with estoppel
certificates, in form acceptable to Agent, with respect to the status of the Lease and the
compliance by the Landlord and/or Tenant with regard to specific terms, provisions and
conditions set forth thereunder.17.
    
    Each party hereto agrees to execute such documents as may be reasonably required from time to
time to evidence or effectuate the terms and provisions hereof.18.
    
    This Estoppel Certificate is binding on, and shall inure to the benefit of, the Tenant, the
Agent, and the Landlord, and each of their successor and assigns.




---



##### 



LANDLORD:By:Name:Title:TENANT:By:Name:Title:AGENT:
BANK OF AMERICA, N.A., in its capacity as
administrative agentBy:Name:Title:




---



##### 



EXHIBIT A
 Premises




---



##### 



EXHIBIT B
 Lease




---



##### 



EXHIBIT C
 Encumbrances




---



##### 



EXHIBIT F
 FORM OF
CLOSING COMPLIANCE CERTIFICATE
    Agreement; Borrower
 
  Schedule 1




---



##### 



Equity Investment




---



##### 



IN WITNESS WHEREOF,
 CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., a
Delaware limited partnership
By: Cedar Shopping Centers, Inc., a Maryland
       corporation, its general partnerBy:Name:Title:




---



##### 








---



##### 



EXHIBIT G
 FORM OF
GUARANTY
 Guaranty Loan Agreement Borrower Agent
 Guarantor
 Guaranty Guaranteed
Obligations




---



##### 



Waivers




---



##### 



Cumulative Rights
 No Impairment Property




---



##### 



Delay Not Waiver
 Warranties and Representations
 Incorporation by Reference
 Financial Information
 No Violation




---



##### 



No Litigation
 Entity Matters
 Valid and Binding
 Solvency
 Material Economic Benefit
 Notices




---



##### 



No Oral Change
 Parties Bound; Benefit




---



##### 



Joint and Several
 Partial Invalidity
 Governing Law
 Consent to Jurisdiction




---



##### 



Additional Covenant of the Guarantor
 Subordination




---



##### 



Legal Fees, Costs and Expenses
 Setoff




---



##### 








---



##### 



EXHIBIT H
 FORM OF
ENVIRONMENTAL INDEMNITY AGREEMENT
 Environmental
Indemnity Agreement Agreement Loan
Agreement Borrower Agent Capitalized terms used
herein and not otherwise specifically defined shall have the same meaning herein as in the Loan
Agreement.
  Environmental Legal Requirements et seq. et seq. et seq. et seq. et seq. et seq. et seq. et
seq.
 Hazardous Materials
 Property




---



##### 



Surrounding Property
 Guarantor
 Indemnitor
 Indemnified Party
 Environmental Enforcement Action
 generated stored transported utilized disposed managed released threat of
release
 Environmental Reports
  Compliance with Environmental Legal Requirements
 Compliance




---



##### 



Prohibitions
       Notice of Conditions
 Indemnitors Agreement to take Remedial Actions
 Remedial Actions
 Security For Costs




---



##### 



Environmental Assessments
  Agents Rights
 Assessments
 Cure
 Prevention and Precaution




---



##### 



Environmental Enforcement Actions
 General
 Recovery of Costs
 Agent and the Lenders Not Responsible
 Agents and the Lenders Subrogation
 Agent/Lender May Stop




---



##### 



Indemnification
 Hazardous Materials
 Environmental Legal Requirements
 Breach of Warranty, Representation or Covenant
 General
 Limitation
 Right to Contest




---



##### 



Material Question In Good Faith
 Diligent Pursuit
 No Impairment
 Adequate Resources
 Resolve By Maturity
 No Event Of Default
 Waivers
 Suretyship Defenses
 Marshalling
 Contribution
 Notice
 Statute of Limitations




---



##### 



Jury Trial
  Cumulative Rights
 No Impairment
 Extensions
 Amendments
 Transfer
 Exculpatory Language
 Inaccuracies
 Release




---



##### 



Bankruptcy or Reorganization
 Substitution
 Failure To Perfect
 Invalidity
  Delay Not Waiver
 Warranties and Representations
 No Hazardous Materials at Property
 No Violations Claimed Re Property or Indemnitors
 No Liability to Governmental Authorities
 No Lien on Property




---



##### 



No Enforcement Actions
 No Knowledge of Hazardous Materials at Surrounding Property
 No Knowledge of Violations Regarding Surrounding Property
 No Underground Storage Tanks
 No Dangerous Conditions
 Valid and Binding
 Entity Matters
 No Violations
 No Litigation
 Material Economic Benefit




---



##### 



Multiple Counterparts
 Notices




---



##### 



No Oral Change
 Parties Bound; Benefit




---



##### 



Joint and Several
 Partial Invalidity
 Governing Law and Consent to Jurisdiction  provided
  Survival
 Counterparts




---



##### 








---



##### 



CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., a
Delaware limited partnershipBy: Cedar Shopping Centers, Inc.,
a Maryland corporation, its
general partnerBy:Name:Title:[INSERT ADDITIONAL INDEMNITOR]




---



##### 



EXHIBIT I
 FORM OF
PLEDGE AND SECURITY AGREEMENT
 Pledge Agreement Borrower Loan Agreement Agent
   Borrower Subsidiary
    Defined Terms
 Agent
 Borrower
 Borrower Subsidiary




---



##### 



Collateral
 Consent
 Lender Lenders
 Loan
 Loan Agreement
 Obligations
 Pledge Agreement
 Pledged Interests
 Pledged Obligations
 Proceeds




---



##### 



UCC
 Pledge; Grant of Security Interest
 Delivery of Certificates, Instruments, Etc.
   Powers and Transfer Instruments
 Representations and Warranties




---



##### 



Covenants




---



##### 



Cash Dividends; Distributions; Voting Rights




---



##### 



Rights of Agent




---



##### 



Actions By Agent
 Remedies




---



##### 








---



##### 



Private Sales
   Limitation on Duties Regarding Collateral




---



##### 



Financing Statements; Other Documents
    Powers Coupled with an Interest
 Security Interest Absolute
 Fees and Expenses




---



##### 



Termination
 Severability
  Paragraph Headings
 No Waiver; Cumulative Remedies
 Waivers and Amendments; Successors and Assigns; Governing Law; Venue




---



##### 



Executive Offices
 Notices
 Entire Understanding
 Counterpart Signatures
 Governing Law
 Consent to Jurisdiction




---



##### 



BORROWER:
    CEDAR SHOPPING CENTERS
PARTNERSHIP, L.P.,
a Delaware limited partnershipBy:
    Cedar Shopping Centers, Inc., a Maryland corporation, its general
partner By:Name:Title: AGENT:
    BANK OF AMERICA, N.A.,
a national banking association, as
Administrative AgentBy:Name:Title:




---



##### 



EXHIBIT J
 CEDAR SHOPPING CENTERS, INC.
Projected Operating Budget
Funds From Operations (FFO) and Adjusted Funds From Operations (Cash Flow  AFFO)
Year Ending June 30, 2010
(unaudited)
 ConsolidatedtotalsRevenues:Rent
    
    $
    159,758,000Expense recoveries
    
    
    35,805,000Other
    
    
    298,000Total revenues
    
    
    195,861,000Expenses:Operating, maintenance and management
    
    
    35,761,000Real estate and other property-related taxes
    
    
    22,323,000General and administrative
    
    
    10,541,000Interest expense (including amortization of deferred financing costs)
    
    
    60,208,000Depreciation and amortization
    
    
    46,907,000Interest income and income from unconsolidated joint venture
    
    
    (1,025,000
    )Total expenses
    
    
    174,715,000Income before minority and limited partners interests
    
    
    21,146,000Minority interests
    
    
    (2,735,000
    )Limited.partners interest
    
    
    (663,000
    )Net income
    
    
    17,748,000Preferred stock distribution requirements
    
    
    (7,877,000
    )Net income applicable to common shareholders
    
    
    9,871,000Add/deduct:Real estate depreciation and amortization
    
    
    46,606,000Limited partners interest
    
    
    663,000Minority interests
    
    
    2,735,000Minority interests share of FFO
    
    
    (10,238,000
    )Equity in income of unconsolidated joint venture
    
    
    (1,025,000
    )FFO from unconsolidated joint venture
    
    
    1,412,000FFO
    
    
    50,024,000Add/deduct:Pro rata share of straight-line rents
    
    
    (1,142,000
    )Pro rata share of amortization of intangible lease liabilities
    
    
    (11,640,000
    )Pro rata share of cap-x @ $0.55/sq.ft/year (excluding
development/redevelopment properties)
    
    
    (5,709,000
    )Amortization of deferred compensation costs, net
    
    
    3,300,000Guaranteed rent payments
    
    
    659,000Transaction costs and other
    
    
    Pro rata share of scheduled debt amortization payments
    
    
    (8,938,000
    )Non-real estate depreciation and amortization
    
    
    4,787,000AFFO (Cash Flow)
    
    $
    31,341.00




---



##### 



EXHIBIT K
 FORM OF
MORTGAGE/DEED OF TRUST
 [MORTGAGE/DEED OF TRUST] AND SECURITY AGREEMENT
     Capitalized terms used
herein which are not otherwise specifically defined shall have the same meaning herein as in the
Loan Agreement.
  Real Estate Exhibit A




---



##### 



Fixtures
 Additional Appurtenances
 Awards
 Leases




---



##### 



Purchase and Sale Agreements
 Personal Property




---



##### 



Title Exhibit B
 Performance of Obligations
 Protection and Maintenance
 Insurance Coverages




---



##### 



Insurance Proceeds
 Eminent Domain
 No Waste; Compliance With Law
 Environmental and Related Matters; Indemnification
 Payment of Taxes and Prevention of Liens




---



##### 



Due On Sale; No Other Encumbrances; No Transfer of Ownership Interests; Failure to
Comply with Permitted Exceptions
 Agents and Lenders Rights
 Tax Reserve and Insurance Reserve




---



##### 



Certain Expenses
 Regarding Leases
 Declaration of Subordination
 Further Assignment by Mortgagor




---



##### 



UCC Filing
 Right to Deal with Successor
 Acceleration of Debt
 ADDITIONAL RIGHTS OF AGENT




---



##### 



Setoff




---



##### 



Contest of Laws
 Notices
 Agent/Lender Not Obligated; Cumulative Rights
 Severability
 No Waiver
 Foreclosure and Other Remedies




---



##### 



Waivers By Mortgagor
 Business Loan; Not Personal Residence
 Certification
 Headings
 Time of Essence
 Governing Law; Mutual Waiver of Jury Trial
 Governing Law
 SUBMISSION TO JURISDICTION




---



##### 



JURY TRIAL WAIVER
 LOCAL LAW PROVISIONS.
 [INSERT STATE-SPECIFIC PROVISIONS]




---



##### 



MORTGAGOR:
    
    []By: [SIGNATURE BLOCK OF MORTGAGOR]
 
 
  Notary PublicMy commission expires:




---



##### 



EXHIBIT A ANNEXED TO AND MADE A PART OF THE
OPEN-END MORTGAGE AND SECURITY AGREEMENT
 LEGAL DESCRIPTION
 Property Address:
    
    [][]




---



##### 



OPEN-END MORTGAGE AND SECURITY AGREEMENT
 PERMITTED TITLE EXCEPTIONS




---



##### 



EXHIBIT L
 FORM OF
ASSIGNMENT OF LEASES AND RENTS
 ASSIGNMENT OF LEASES AND RENTS
  WITNESSETH THAT:
 GRANT OF ASSIGNMENT
  Exhibit A




---



##### 



OBLIGATIONS SECURED
     WARRANTIES AND REPRESENTATIONS




---



##### 



COVENANTS
 FURTHER TERMS, COVENANTS AND CONDITIONS
 Prior to Default
 After Default




---



##### 



Continuing Effect
 No Waiver; Concurrent Rights




---



##### 



No Liability
 Effect of Foreclosure Deed
 Rights Contained in Mortgage




---



##### 



Notices
 Grace Periods and Notice
 Setoff
 GOVERNING LAW; MUTUAL WAIVER OF JURY TRIAL
 Governing Law
 JURY TRIAL WAIVER




---



##### 



SUBMISSION TO JURISDICTION
 LOCAL LAW
 [INSERT STATE-SPECIFIC PROVISIONS]




---



##### 



ASSIGNOR:
[SIGNATURE BLOCK OF ASSIGNOR] 
  ___________________________________________________
Notary Public
My commission expires:




---



##### 



EXHIBIT A ANNEXED TO AND MADE A PART OF THE  COLLATERAL ASSIGNMENT OF LEASES AND RENTS
 LEGAL DESCRIPTION
 Property Address:
    
    [________________][________________________]




---



##### 



EXHIBIT M
 FORM OF
COLLATERAL ASSIGNMENT OF CONTRACTS
 COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT
IN RESPECT OF CONTRACTS, LICENSES AND PERMITS
 PARTIES
 LOAN AGREEMENT; DEFINED TERMS Capitalized terms not
otherwise specifically defined herein shall have the same meaning herein as in the Loan Agreement.
 ASSIGNED CONTRACTS AND PERMITS Exhibit A
 OBLIGATIONS




---



##### 



COVENANTS, WARRANTIES AND REPRESENTATIONS




---



##### 



RIGHTS OF ASSIGNOR PRIOR TO DEFAULT
 IRREVOCABLE DIRECTION
 UCC RIGHTS AND REMEDIES
 INDEMNIFICATION




---



##### 



AGENT/LENDER NOT OBLIGATED
 FURTHER ASSURANCES; UCC FILINGS
 NO WAIVER; CUMULATIVE RIGHTS
 AGENT/LENDER: RIGHT TO ASSIGN




---



##### 



TERMINATION AND REASSIGNMENT
 COPIES OF DEFAULT NOTICES
 NOTICES
 SUCCESSORS AND ASSIGNS
 CAPTIONS AND HEADINGS




---



##### 



GRACE PERIODS AND NOTICE
 COUNTERPARTS
 SETOFF
 GOVERNING LAW
 CONSENT TO JURISDICTION




---



##### 








---



##### 



ASSIGNOR:
    []By:
    [SIGNATURE BLOCK OF ASSIGNOR]




---



##### 



EXHIBIT A




---



##### 



EXHIBIT N
 FORM OF
CONSENT
 CONSENT
 
 
   Terms not otherwise defined herein
shall have the meanings ascribed to them in the Pledge Agreement.
  Consent to Pledge and Security Interest of Collateral




---



##### 








---



##### 



Regarding Distributions




---



##### 



Additional Consents
 Agreements Irrevocable
 Notices and Instructions by Agent; Communication with Agent and Lenders
 Submission to Jurisdiction




---



##### 



CONSENTING PARTY:
    
    [SIGNATURE BLOCK OF CONSENTING
PARTY]
  
  By:Name:Title:  
 By:Name:Title: