obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including, without limitation,
the Letters of Credit included in such facilities) and (ii) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of
action and any other right of [the Assignor (in its capacity as a Lender)][the
respective Assignors (in their respective capacities as Lenders)] against any
Person, whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned by [the][any] Assignor to
[the][any] Assignee pursuant to clauses (i) and (ii) above being referred to
herein collectively as [the][an] "Assigned Interest"). Each such sale and
assignment is without recourse to [the][any] Assignor and, except as expressly
provided in this Assignment and Acceptance, without representation or warranty
by [the][any] Assignor.
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 Credit Agreement
5.
Credit Agreement: Loan Agreement, dated as of January 30, 2004, as amended,
among Cedar Shopping Centers Partnership, L.P., the Lenders from time to time
party thereto, and Bank of America, N.A., as Administrative Agent and L/C
Issuer.
6.
Assigned Interest[s]:
Assignor[s]
Assignee[s]
Facility
Assigned
Aggregate
Amount of the
Commitment/
Loans for all
Lenders
Amount of
Commitment/
Loans Assigned
Percentage
Assigned of
Commitment/
Loans
CUSIP
Number
7.
Trade Date: ____________________, 200_.
Effective Date: _______________, 20___ TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.
The terms set forth in this Assignment and Acceptance are hereby agreed to:
ASSIGNOR:
[NAME OF ASSIGNOR]
By:
ASSIGNEE:
[NAME OF ASSIGNEE]
By:
ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ACCEPTANCE
1. Representations and Warranties.
1.1 Assignor. [The] [Each] Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii)
[the][such] Assigned Interest is free and clear of any lien, encumbrance or
other adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Acceptance and to
consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii)