Certificate Of Incorporation - CBL & ASSOCIATES PROPERTIES INC - 8-9-2005

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Certificate Of Incorporation - CBL & ASSOCIATES PROPERTIES INC - 8-9-2005 Powered By Docstoc
					Exhibit 3.7 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CBL & ASSOCIATES PROPERTIES, INC. 1. The name of the corporation (which is hereinafter referred to as the "Corporation") is "CBL & Associates Properties, Inc." 2. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on July 13, 1993 under the name of "CBL & Associates Properties, Inc." 3. This Restated Certificate of Incorporation has been duly proposed by resolutions adopted and declared advisable by the Board of Directors of the Corporation, duly adopted by all of the stockholders of the Corporation and duly executed and acknowledged by the officers of the Corporation in accordance with the provisions of Sections 103, 242 and 245 of the General Corporation Law of the State of Delaware. 4. The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows: ARTICLE I The name of the corporation (which is hereinafter referred to as the "Corporation") shall be CBL & Associates Properties, Inc. ARTICLE II The address of the Corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of the Corporation's registered agent at such address is The Corporation Trust Company. ARTICLE III The nature of the business or purposes to be conducted or promoted by the Corporation are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the "GCL"). 1

ARTICLE IV A. Classes and Number of Shares. The total number of shares of all classes of Equity Stock that the Corporation shall have authority to issue is One Hundred Ninety-Five Million (195,000,000) shares, consisting of (i) Fifteen Million (15,000,000) shares of preferred stock, par value $.01 per share (the "Preferred Stock"), and (ii) One Hundred Eighty Million (180,000,000) shares of common stock, par value $.01 per share (the "Common Stock"). B. Preferred Stock.

ARTICLE IV A. Classes and Number of Shares. The total number of shares of all classes of Equity Stock that the Corporation shall have authority to issue is One Hundred Ninety-Five Million (195,000,000) shares, consisting of (i) Fifteen Million (15,000,000) shares of preferred stock, par value $.01 per share (the "Preferred Stock"), and (ii) One Hundred Eighty Million (180,000,000) shares of common stock, par value $.01 per share (the "Common Stock"). B. Preferred Stock. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in series and, by filing a certificate pursuant to the applicable law of the State of Delaware (hereinafter referred to as a "Preferred Stock Designation"), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following: (i) The designation of the series, which may be by distinguishing number, letter or title; (ii) The number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding); (iii) Whether dividends, if any, shall be cumulative or noncumulative and the dividend rate of the series; (iv) Dates at which dividends, if any, shall be payable; (v) The redemption rights and price or prices, if any, for shares of the series: (vi) The terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series; (vii) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (viii) Whether the shares of the series shall be convertible into shares of any other class or series, or any other 2

security, of the Corporation or any other corporation, and, if so, the specification of such other class or series of such other security, the conversion price or prices or rate or rates, any adjustments thereof, the date or dates on which such shares shall be convertible and all other terms and conditions upon which such conversion may be made; (ix) Restrictions on the issuance of shares of the same series or of any other class or series; and (x) The voting rights, if any, of the holders of shares of the series. C. Common Stock. (1) Common Stock Subject to Terms of Preferred Stock. The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. (2) Dividend Rights. Except as otherwise provided in this Certificate of Incorporation, the holders of shares of Common Stock shall be entitled to receive such dividends as may be declared by the Board of Directors of the Corporation out of funds legally available therefor. Until such time, if any, as the Corporation determines to

security, of the Corporation or any other corporation, and, if so, the specification of such other class or series of such other security, the conversion price or prices or rate or rates, any adjustments thereof, the date or dates on which such shares shall be convertible and all other terms and conditions upon which such conversion may be made; (ix) Restrictions on the issuance of shares of the same series or of any other class or series; and (x) The voting rights, if any, of the holders of shares of the series. C. Common Stock. (1) Common Stock Subject to Terms of Preferred Stock. The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. (2) Dividend Rights. Except as otherwise provided in this Certificate of Incorporation, the holders of shares of Common Stock shall be entitled to receive such dividends as may be declared by the Board of Directors of the Corporation out of funds legally available therefor. Until such time, if any, as the Corporation determines to discontinue its status as a real estate investment trust under Section 856 of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), in accordance with paragraph (g) of Article VI, the Corporation shall declare and pay such dividends as may be required under the Code, to qualify for treatment as, and to maintain the Corporation's status as, a real estate investment trust under Section 856 of the Code. (3) Rights Upon Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the assets of, the Corporation, each holder of shares of Common Stock shall be entitled to receive, ratably with each other holder of shares of Common Stock, that portion of the assets of the Corporation available for distribution to the holders of its Common Stock as the number of shares of the Common Stock held by such holder bears to the total number of shares of Common Stock then outstanding. (4) Voting Rights. Except as may be provided in this Certificate of Incorporation, the holders of shares of Common Stock shall have the exclusive right to vote on all matters (for which a common stockholder shall be entitled to vote thereon) at all meetings of the stockholders of the Corporation, and shall be entitled to one vote for each share of Common Stock entitled to vote at such meeting. D. Restrictions on Transfer; Designation of Shares-in-Trust. (1) Definitions. For the purposes of this Article IV, the following terms shall have the following meanings: "Beneficial ownership" shall mean ownership of Equity Stock by a Person who would be treated as an owner of such shares of Equity Stock either directly or 3

indirectly through the application of Sections 542 and 544 of the Code, as modified by Section 856(h)(1)(B) of the Code, and any comparable successor provisions thereto. The terms "Beneficial Owner," "Beneficially Owns" and "Beneficially Owned" shall have correlative meanings. "Beneficial Ownership Limit" shall mean (A) with respect to any Person other than a Family Group or a member thereof, 6% of the outstanding Equity Stock of the Corporation, (B) with respect to the Family Groups and their members in the aggregate, 37.99% of the outstanding Equity Stock of the Corporation, (C) with respect to the Lebovitz Group and its members in the aggregate, 25.4% of the outstanding Equity Stock of the Corporation, (D) with respect to any single member of the David Jacobs Group or the Richard Jacobs Group that is an Individual, 13.9% of the outstanding Equity Stock of the Corporation, (E) with respect to any two members of the David Jacobs Group or the Richard Jacobs Group that are Individuals, 19.9% of the outstanding Equity Stock of the Corporation and (F) with respect to Jacobs Group and its members in the aggregate, 19.9% of the outstanding Equity Stock of the Corporation; in each case, determined by number of shares outstanding, voting power (disregarding, in the case of the Jacobs Group and its members, any power to designate nominees to the Corporation's Board of Directors pursuant to the Voting and Standstill Agreement dated September 25, 2000

indirectly through the application of Sections 542 and 544 of the Code, as modified by Section 856(h)(1)(B) of the Code, and any comparable successor provisions thereto. The terms "Beneficial Owner," "Beneficially Owns" and "Beneficially Owned" shall have correlative meanings. "Beneficial Ownership Limit" shall mean (A) with respect to any Person other than a Family Group or a member thereof, 6% of the outstanding Equity Stock of the Corporation, (B) with respect to the Family Groups and their members in the aggregate, 37.99% of the outstanding Equity Stock of the Corporation, (C) with respect to the Lebovitz Group and its members in the aggregate, 25.4% of the outstanding Equity Stock of the Corporation, (D) with respect to any single member of the David Jacobs Group or the Richard Jacobs Group that is an Individual, 13.9% of the outstanding Equity Stock of the Corporation, (E) with respect to any two members of the David Jacobs Group or the Richard Jacobs Group that are Individuals, 19.9% of the outstanding Equity Stock of the Corporation and (F) with respect to Jacobs Group and its members in the aggregate, 19.9% of the outstanding Equity Stock of the Corporation; in each case, determined by number of shares outstanding, voting power (disregarding, in the case of the Jacobs Group and its members, any power to designate nominees to the Corporation's Board of Directors pursuant to the Voting and Standstill Agreement dated September 25, 2000 among the Corporation, CBL & Associates Limited Partnership, Jacobs Realty Investors Limited Partnership and others (the "Voting and Standstill Agreement")) or value (as determined by the Board of Directors), whichever produces the smallest holding of Equity Stock and computed taking into account all outstanding shares of Equity Stock and, to the extent provided by the Code in connection with the determination required by Section 856(a)(6) of the Code, all shares of Equity Stock issuable under existing Options and Exchange Rights that have not been exercised or Deferred Stock that has not vested; provided, however, that (i) in no event shall the Lebovitz Group or any Person composed of one or more members of the Lebovitz Group be treated as Beneficially Owning Equity Stock in excess of the limitations set forth in clauses (B) or (C) above to the extent that the Lebovitz Group Beneficially Owns not more than the Lebovitz Permitted Ownership Amount and (ii) in no event shall the Jacobs Group, the David Jacobs Group, the Richard Jacobs Group or any Person composed of one or more members of any such group be treated as Beneficially Owning Equity Stock in excess of the limitations set forth in clauses (B) or (F) above to the extent that the Jacobs Group Beneficially Owns not more than the Jacobs Permitted Ownership Amount. "Beneficiary" shall mean, with respect to any Trust, one or more organizations described in each of Section 170 (b)(1)(A) and Section 170(c) of the Code as designated by the Corporation from time to time as the beneficiary or beneficiaries of such Trust. "Board of Directors" shall mean the Board of Directors of the Corporation. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. "Constructive ownership" shall mean ownership of Equity Stock by a Person who would be treated as an owner of such Equity Stock either directly or indirectly through the application of Section 318 of the Code, as modified by 4

Section 856(d)(5) of the Code, and any comparable successor provisions thereto. The terms "Constructive Owner," "Constructively Owns" and "Constructively Owned" shall have correlative meanings. "Constructive Ownership Limit" shall mean (A) with respect to any Person other than a Family Group or a member thereof, 6% of the outstanding Equity Stock of the Corporation and (B) with respect to the Family Groups and their members in the aggregate, 37.99% of the outstanding Equity Stock of the Corporation; in each case, determined by number of shares outstanding, voting power (disregarding, in the case of the Jacobs Group and its members, any power to designate nominees to the Corporation's Board of Directors pursuant to the Voting and Standstill Agreement) or value (as determined by the Board of Directors), whichever produces the smallest holding of Equity Stock and computed taking into account all outstanding shares of Equity Stock and, to the extent provided by the Code in connection with the determination required by Section 856(d)(2)(B) of the Code, all shares of Equity Stock issuable under existing Options and Exchange Rights that have not been exercised or Deferred Stock that has not vested; provided, however, that (I) except as provided in clause (II) hereof, (i) in no event shall the Lebovitz Group or any Person composed of one or more members of the

Section 856(d)(5) of the Code, and any comparable successor provisions thereto. The terms "Constructive Owner," "Constructively Owns" and "Constructively Owned" shall have correlative meanings. "Constructive Ownership Limit" shall mean (A) with respect to any Person other than a Family Group or a member thereof, 6% of the outstanding Equity Stock of the Corporation and (B) with respect to the Family Groups and their members in the aggregate, 37.99% of the outstanding Equity Stock of the Corporation; in each case, determined by number of shares outstanding, voting power (disregarding, in the case of the Jacobs Group and its members, any power to designate nominees to the Corporation's Board of Directors pursuant to the Voting and Standstill Agreement) or value (as determined by the Board of Directors), whichever produces the smallest holding of Equity Stock and computed taking into account all outstanding shares of Equity Stock and, to the extent provided by the Code in connection with the determination required by Section 856(d)(2)(B) of the Code, all shares of Equity Stock issuable under existing Options and Exchange Rights that have not been exercised or Deferred Stock that has not vested; provided, however, that (I) except as provided in clause (II) hereof, (i) in no event shall the Lebovitz Group or any Person composed of one or more members of the Lebovitz Group be treated as Constructively Owning Equity Stock in excess of the Constructive Ownership Limit to the extent that the Lebovitz Group Constructively Owns not more than the Lebovitz Permitted Ownership Amount and (ii) in no event shall the Jacobs Group, the David Jacobs Group, the Richard Jacobs Group or any Person composed of one or more members of any such group be treated as Constructively Owning Equity Stock in excess of the Constructive Ownership Limit to the extent that the Jacobs Group and its members Constructively Own not more than the Jacobs Permitted Ownership Amount and (II) a member of the Lebovitz Group or the Jacobs Group (but not the Lebovitz Group or the Jacobs Group themselves) will be subject to a Constructive Ownership Limit of 9.9% of the outstanding Equity Stock of the Corporation at all times that (x) such member, together with other members of the Lebovitz Group or the Jacobs Group, as the case may be, each of whom Constructively Owns at least 10% of the outstanding Equity Stock of the Corporation, Constructively Own, in the aggregate (a) 10% or more of the total voting power, number of outstanding shares or value of the outstanding shares of any Tenant that is treated as a corporation for federal income tax purposes or (b) an interest of 10% or more in the assets or net profits of any Tenant that is not treated as a corporation for federal income tax purposes, (y) such member Constructively Owns an equity interest in such Tenant and (z) the aggregate amount of gross income derived by the Corporation in its immediately preceding taxable year from the Tenants whose ownership is described in clause (x) (taking into account only ownership by such member and other members of the Group that includes such member) exceeded $750,000. "David Jacobs Group" shall mean (i) the widow of David Jacobs, (ii) the lineal descendants of David Jacobs and (iii) all Persons that would Constructively Own or Beneficially Own shares of Equity Stock Constructively Owned or Beneficially Owned by individuals described in (i) or (ii). "Deferred Stock" shall mean shares of Deferred Stock issued under the CBL & Associates Properties, Inc. 1993 Stock Incentive Plan, as the same may be amended from time to time, or under any similar type of deferred stock plan authorized by the Board of Directors. 5

"Equity Stock" shall mean stock that is either Preferred Stock or Common Stock and shall include all shares of Preferred Stock or Common Stock that are held as Shares-in-Trust in accordance with the provisions of paragraph E of this Article IV. "Exchange Rights" shall mean any rights granted to limited partners of CBL & Associates Limited Partnership, a Delaware limited partnership, to exchange (subject to the applicable Ownership Limit) limited partnership interests in such partnership for shares of Common Stock. "Family Groups" shall mean the Lebovitz Group, the David Jacobs Group and the Richard Jacobs Group. "Independent" shall have the meaning set forth in paragraph (d) of Article VI. "Individuals" shall mean Persons that are treated as "individuals" for purposes of Section 542(a)(2) of the Code. "Initial Public Offering" shall mean the sale of shares of Common Stock pursuant to the Corporation's first

"Equity Stock" shall mean stock that is either Preferred Stock or Common Stock and shall include all shares of Preferred Stock or Common Stock that are held as Shares-in-Trust in accordance with the provisions of paragraph E of this Article IV. "Exchange Rights" shall mean any rights granted to limited partners of CBL & Associates Limited Partnership, a Delaware limited partnership, to exchange (subject to the applicable Ownership Limit) limited partnership interests in such partnership for shares of Common Stock. "Family Groups" shall mean the Lebovitz Group, the David Jacobs Group and the Richard Jacobs Group. "Independent" shall have the meaning set forth in paragraph (d) of Article VI. "Individuals" shall mean Persons that are treated as "individuals" for purposes of Section 542(a)(2) of the Code. "Initial Public Offering" shall mean the sale of shares of Common Stock pursuant to the Corporation's first effective registration statement for such Common Stock filed under the Securities Act of 1933, as amended. "Jacobs Group" shall mean the David Jacobs Group, the Richard Jacobs Group and the members of such groups. "Jacobs Permitted Ownership Amount" shall be defined and adjusted as in the Share Ownership Agreement. "Lebovitz Group" shall mean (i) Charles B. Lebovitz and (ii) any Beneficial Owner or Constructive Owner of shares of Equity Stock whose shares of Equity Stock are Beneficially Owned or Constructively Owned by Charles B. Lebovitz or members of his family. "Lebovitz Permitted Ownership Amount" shall be defined and adjusted as in the Share Ownership Agreement. "Market Price" of any class of Equity Stock on any date shall mean the average of the Closing Price for the five consecutive Trading Days ending on such date. The "Closing Price" in respect of any class of Equity Stock on any date shall mean (i) the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange, or (ii) if such class of Equity Stock is not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such class of Equity Stock is listed or admitted to trading, or (iii) if such class 6

of Equity Stock is not listed or admitted to trading on any national securities exchange, the last quoted price, or if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or, if such system is no longer in use, the principal other automated quotations system that may then be in use, or (iv) if such class of Equity Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such class of Equity Stock selected by the Board of Directors. "Trading Day" shall mean, with respect to any class of Equity Stock, a day on which the principal national securities exchange on which such class of Equity Stock is listed or admitted to trading is open for the transaction of business or, if such class of Equity Stock is not listed or admitted to trading on any national securities exchange, any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "Non-Transfer Event" shall mean an event other than a purported Transfer that would cause any Person to Beneficially Own or Constructively Own shares of Equity Stock in excess of the applicable Ownership Limit, including, but not limited to, the granting of any option or entering into any agreement for the sale, transfer or other disposition of Equity Stock or the sale, transfer, assignment or other disposition of any securities or rights convertible into or exchangeable for Equity Stock.

of Equity Stock is not listed or admitted to trading on any national securities exchange, the last quoted price, or if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or, if such system is no longer in use, the principal other automated quotations system that may then be in use, or (iv) if such class of Equity Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such class of Equity Stock selected by the Board of Directors. "Trading Day" shall mean, with respect to any class of Equity Stock, a day on which the principal national securities exchange on which such class of Equity Stock is listed or admitted to trading is open for the transaction of business or, if such class of Equity Stock is not listed or admitted to trading on any national securities exchange, any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "Non-Transfer Event" shall mean an event other than a purported Transfer that would cause any Person to Beneficially Own or Constructively Own shares of Equity Stock in excess of the applicable Ownership Limit, including, but not limited to, the granting of any option or entering into any agreement for the sale, transfer or other disposition of Equity Stock or the sale, transfer, assignment or other disposition of any securities or rights convertible into or exchangeable for Equity Stock. "Options" shall mean any options, rights, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Equity Stock. "Ownership Limits" shall mean the Beneficial Ownership Limit and the Constructive Ownership Limit. "Ownership Limit" shall mean the Beneficial Ownership Limit or the Constructive Ownership Limit, as appropriate. "Permitted Transferee" shall mean any Person designated as a Permitted Transferee in accordance with the provisions of subparagraph E(5) hereof. "Person" shall mean an individual, corporation, partnership, estate, trust (including a trust qualified under Section 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity and also includes a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, provided, however, that the term "Person" shall not include an underwriter or group of underwriters participating in the Initial Public Offering (with respect to shares issued in connection with the Initial Public Offering) for a period of 180 days from the commencement of the Initial Public Offering. "Prohibited Owner" shall mean, with respect to any purported Transfer or Non-Transfer Event, any Person who, but for the provisions of subparagraph (D)(3) of this Article IV, would own record title to shares of Equity Stock. 7

"REIT" shall mean a real estate investment trust under Section 856 of the Code. "Restriction Termination Date" shall mean the first day after the date of the Initial Public Offering on which the Corporation's status or a REIT shall have been terminated by the Board of Directors and the stockholders of the Corporation pursuant to subparagraph (g) of Article VI. "Richard Jacobs Group" shall mean (i) Richard Jacobs and each member of his family for purposes of Section 318(a) or 544 of the Code and (ii) all Persons that would Constructively Own or Beneficially Own shares of Equity Stock Constructively Owned or Beneficially Owned by individuals described in (i). "Share Ownership Agreement" shall mean the Share Ownership Agreement, dated as of [January 31, 2001] by and between the Corporation, CBL & Associates, Inc., Charles B. Lebovitz, Stephen D. Lebovitz, Jacobs Realty Investors Limited Partnership, Richard E. Jacobs, solely as trustee for the Richard E. Jacobs Revocable Living Trust and Richard E. Jacobs, solely as trustee for the David H. Jacobs Marital Trust, as such may be

"REIT" shall mean a real estate investment trust under Section 856 of the Code. "Restriction Termination Date" shall mean the first day after the date of the Initial Public Offering on which the Corporation's status or a REIT shall have been terminated by the Board of Directors and the stockholders of the Corporation pursuant to subparagraph (g) of Article VI. "Richard Jacobs Group" shall mean (i) Richard Jacobs and each member of his family for purposes of Section 318(a) or 544 of the Code and (ii) all Persons that would Constructively Own or Beneficially Own shares of Equity Stock Constructively Owned or Beneficially Owned by individuals described in (i). "Share Ownership Agreement" shall mean the Share Ownership Agreement, dated as of [January 31, 2001] by and between the Corporation, CBL & Associates, Inc., Charles B. Lebovitz, Stephen D. Lebovitz, Jacobs Realty Investors Limited Partnership, Richard E. Jacobs, solely as trustee for the Richard E. Jacobs Revocable Living Trust and Richard E. Jacobs, solely as trustee for the David H. Jacobs Marital Trust, as such may be amended from time to time by the parties thereto. "Tenant" shall mean any Person that leases or subleases real property owned, directly or indirectly, by the Corporation or any partnership of which the Corporation is a partner. "Transfer" shall mean any sale, transfer, gift, hypothecation, pledge, assignment, devise or other disposition of Equity Stock (including (i) the granting of any option (including an option to acquire an option or any series of such options) or entering into any agreement for the sale, transfer or other disposition of Equity Stock or (ii) the sale, transfer, assignment or other disposition of any securities or rights convertible into or exchangeable for Equity Stock), whether voluntary or involuntary, whether of record, constructively or beneficially and whether by operation of law or otherwise. "Trust" shall mean any separate trust created pursuant to subparagraph D(3) of this Article IV and administered in accordance with the terms of subparagraph E of this Article IV, for the exclusive benefit of one or more Beneficiaries. "Trustee" shall mean any person or entity unaffiliated with both the Corporation and any Prohibited Owner, such Trustee to be designated by the Corporation to act as trustee of any Trust, or any successor trustee thereof. (2) Restriction on Transfers. (a) Except as provided in subparagraph D(9) of this Article IV, from the date of the Initial Public Offering and prior to the Restriction Termination Date, no Person shall Beneficially Own or Constructively Own shares of the outstanding Equity Stock in excess of the applicable Ownership Limit. 8

(b) Except as provided in subparagraph D(9) of this Article IV, from the date of the Initial Public Offering and prior to the Restriction Termination Date, any Transfer that, if effective, would result in any Person Beneficially Owning or Constructively Owning Equity Stock in excess of the applicable Ownership Limit shall be void ab initio as to the Transfer of that number of shares of Equity Stock which would be otherwise Beneficially Owned or Constructively Owned by such Person in excess of the applicable Ownership Limit; and the intended transferee shall acquire no rights in such shares of Equity Stock in excess of the applicable Ownership Limit. (c) From the date of the Initial Public Offering and prior to the Restriction Termination Date, any Transfer that, if effective, would result in the Equity Stock being beneficially owned by fewer than 100 Persons (determined without reference to any rules of attribution) shall be void ab initio. (d) From the date of the Initial Public Offering and prior to the Restriction Termination Date, any Transfer of shares of Equity Stock that, if effective, would result in the Corporation being "closely held" within the meaning of Section 856(h) of the Code shall be void ab initio as to the Transfer of that number of shares of Equity Stock which would cause the Corporation to be "closely held" within the meaning of Section 856(h) of the Code; and the intended transferee shall acquire no rights in such shares of Equity Stock in excess of the applicable

(b) Except as provided in subparagraph D(9) of this Article IV, from the date of the Initial Public Offering and prior to the Restriction Termination Date, any Transfer that, if effective, would result in any Person Beneficially Owning or Constructively Owning Equity Stock in excess of the applicable Ownership Limit shall be void ab initio as to the Transfer of that number of shares of Equity Stock which would be otherwise Beneficially Owned or Constructively Owned by such Person in excess of the applicable Ownership Limit; and the intended transferee shall acquire no rights in such shares of Equity Stock in excess of the applicable Ownership Limit. (c) From the date of the Initial Public Offering and prior to the Restriction Termination Date, any Transfer that, if effective, would result in the Equity Stock being beneficially owned by fewer than 100 Persons (determined without reference to any rules of attribution) shall be void ab initio. (d) From the date of the Initial Public Offering and prior to the Restriction Termination Date, any Transfer of shares of Equity Stock that, if effective, would result in the Corporation being "closely held" within the meaning of Section 856(h) of the Code shall be void ab initio as to the Transfer of that number of shares of Equity Stock which would cause the Corporation to be "closely held" within the meaning of Section 856(h) of the Code; and the intended transferee shall acquire no rights in such shares of Equity Stock in excess of the applicable Ownership Limit. (3) Transfers in Trust. (a) If, notwithstanding the other provisions contained in this Article IV, at any time after the date of the Initial Public Offering and prior to the Restriction Termination Date, there is a purported Transfer or Non-Transfer Event such that any Person would either Beneficially Own or Constructively Own Equity Stock in excess of the applicable Ownership Limit, then, (i) except as otherwise provided in subparagraph D(9), the purported transferee shall acquire no right or interest (or, in the case of a Non-Transfer Event, the person holding record title to the Equity Shares Beneficially Owned or Constructively Owned by such Beneficial Owner or Constructive Owner, shall cease to own any right or interest) in such number of shares of Equity Stock which would cause such Beneficial Owner or Constructive Owner to Beneficially Own or Constructively Own shares of Equity Stock in excess of the applicable Ownership Limit; and (ii) such number of shares of Equity Stock in excess of the applicable Ownership Limit (rounded up to the nearest whole share) shall be designated Shares-in-Trust and, in accordance with subparagraph E of this Article IV, transferred automatically and by operation of law to a Trust. Such transfer to a Trust and the designation of the shares as Shares-in-Trust shall be effective as of the close of business on the business day prior to the date of the purported Transfer or Non-Transfer Event, as the case may be. (b) If, notwithstanding the other provisions contained in this Article IV, at any time after the date of the Initial Public Offering and prior to the Restriction Termination Date, there is a purported Transfer or Non-Transfer Event that, if effective, would cause the Corporation to become "closely held" within the meaning of Section 856 (h) of the Code, then (i) the purported 9

transferee shall not acquire any right or interest (or, in the case of a Non-Transfer Event occurred, shall cease to own any right or interest) in such number of shares of Equity Stock, the ownership of which by such purported transferee or record holder would cause the Corporation to be "closely held" within the meaning of Section 856 (h) of the Code; and (ii) such number of shares of Equity Stock (rounded up to the nearest whole share) shall be designated Shares-in-Trust and, in accordance with the provisions of subparagraph E of this Article IV, transferred automatically and by operation of law to the Trust to be held in accordance with that subparagraph E. Such transfer to a Trust and the designation of shares as Shares-in-Trust shall be effective as of the close of business on the business day prior to the date of the Transfer or Non-Transfer Event, as the case may be. (c) (c) If the Lebovitz Group or a member thereof or the Jacobs Group or a member thereof would otherwise Beneficially Own or Constructively Own shares of Capital Stock in excess of the Lebovitz Permitted Ownership Amount, in the case of the Lebovitz Group and its members, or the Jacobs Permitted Ownership Amount, in the case of the Jacobs Group and its members, then the shares of Equity Stock that otherwise would be so Beneficially Owned or Constructively Owned shall be designated Shares-in-Trust hereunder and, in accordance with subparagraph E of this Article IV, transferred automatically and by operation of law to a Trust; provided,

transferee shall not acquire any right or interest (or, in the case of a Non-Transfer Event occurred, shall cease to own any right or interest) in such number of shares of Equity Stock, the ownership of which by such purported transferee or record holder would cause the Corporation to be "closely held" within the meaning of Section 856 (h) of the Code; and (ii) such number of shares of Equity Stock (rounded up to the nearest whole share) shall be designated Shares-in-Trust and, in accordance with the provisions of subparagraph E of this Article IV, transferred automatically and by operation of law to the Trust to be held in accordance with that subparagraph E. Such transfer to a Trust and the designation of shares as Shares-in-Trust shall be effective as of the close of business on the business day prior to the date of the Transfer or Non-Transfer Event, as the case may be. (c) (c) If the Lebovitz Group or a member thereof or the Jacobs Group or a member thereof would otherwise Beneficially Own or Constructively Own shares of Capital Stock in excess of the Lebovitz Permitted Ownership Amount, in the case of the Lebovitz Group and its members, or the Jacobs Permitted Ownership Amount, in the case of the Jacobs Group and its members, then the shares of Equity Stock that otherwise would be so Beneficially Owned or Constructively Owned shall be designated Shares-in-Trust hereunder and, in accordance with subparagraph E of this Article IV, transferred automatically and by operation of law to a Trust; provided, however, that this clause (c) will not apply where the Beneficial and Constructive Ownership of shares of Equity Stock by the Jacobs Group and its members, or the Lebovitz Group and its members, as the case may be, would not violate the limitations that would be imposed upon such group and its members if there were no special references to such group and its members in this Certificate of Incorporation. (4) Remedies for Breach. If the Corporation or its designees shall at any time determine in good faith that a Transfer or other event has taken place in violation of subparagraph D(2) of this Article IV or that a Person intends to acquire or has attempted to acquire Beneficial Ownership or Constructive Ownership of any shares of Equity Stock in violation of subparagraph D(2) of this Article IV, the Corporation or its designees shall take such action as it or they deem advisable to refuse to give effect to or to prevent such Transfer or other event, including, but not limited to, refusing to give effect to such Transfer or other event on the books of the Corporation or instituting proceedings to enjoin such Transfer or other event. (5) Notice of Restricts Transfer. Any Person who acquires or attempts to acquire shares of Equity Stock in violation of subparagraph D(2) of this Article IV, or any Person who owned shares of Equity Stock that were transferred to the Trust pursuant to the provisions of subparagraph D(3) of this Article IV, shall immediately give written notice to the Corporation of such event and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer or the Non-Transfer Event, as the case may be, on the Corporation's status as a REIT. (6) Owners Required to Provide Information. From the date of the Initial Public Offering and prior to the Restriction Termination Date: (a) Every Beneficial Owner or Constructive Owner of more than 5%, or such lower percentage as required pursuant to regulations under 10

the Code, of the outstanding Equity Stock of the Corporation shall, before January 30 of each year, give written notice to the Corporation stating the name and address of such Beneficial Owner or Constructive Owner, the general ownership structure of such Beneficial Owner or Constructive Owner, the number of shares of each class of Equity Stock Beneficially Owned or Constructively Owned, and a description of how such shares are held. Each such Beneficial Owner or Constructive Owner shall provide to the Corporation such additional information as the Corporation may request in order to determine the effect, if any, of such Beneficial Ownership on the Corporation's status as a REIT and to ensure compliance with the Ownership Limits. (b) Each Person who is a Beneficial Owner or Constructive Owner of Equity Stock and each Person (including the stockholder of record) who is holding Equity Stock for a Beneficial Owner or Constructive Owner shall provide on demand to the Corporation such information as the Corporation may reasonably request from time to time in order to determine the Corporation's status as a REIT and to ensure compliance with the Ownership Limits.

the Code, of the outstanding Equity Stock of the Corporation shall, before January 30 of each year, give written notice to the Corporation stating the name and address of such Beneficial Owner or Constructive Owner, the general ownership structure of such Beneficial Owner or Constructive Owner, the number of shares of each class of Equity Stock Beneficially Owned or Constructively Owned, and a description of how such shares are held. Each such Beneficial Owner or Constructive Owner shall provide to the Corporation such additional information as the Corporation may request in order to determine the effect, if any, of such Beneficial Ownership on the Corporation's status as a REIT and to ensure compliance with the Ownership Limits. (b) Each Person who is a Beneficial Owner or Constructive Owner of Equity Stock and each Person (including the stockholder of record) who is holding Equity Stock for a Beneficial Owner or Constructive Owner shall provide on demand to the Corporation such information as the Corporation may reasonably request from time to time in order to determine the Corporation's status as a REIT and to ensure compliance with the Ownership Limits. (7) Remedies Not Limited. Nothing contained in this Article IV shall limit the authority of the Corporation to take such other action as it deems necessary or advisable to protect the Corporation and the interests of its stockholders by preservation of the Corporation's status as a REIT and to ensure compliance with the Ownership Limits. (8) Ambiguity. In the case of an ambiguity in the application of any of the provisions of subparagraph D of this Article IV, including any definition contained in subparagraph D(1), the Board of Directors shall have the power to determine the application of the provisions of this subparagraph D with respect to any situation based on the facts known to it. (9) Exception. The Corporation, upon receipt of a ruling from the Internal Revenue Service or an opinion of tax counsel in each case to the effect that the restrictions contained in subparagraph D(2)(a), (b), (c) or (d) will not be violated, may, subject to such conditions as the Corporation may deem appropriate, exempt a Person from the applicable Ownership Limit (A)(i) if such Person is not an individual for purposes of Section 542(a)(2) of the Code or (ii) if such Person is an underwriter which participates in a public offering of Common Stock or Preferred Stock for a period of 90 days following the purchase by such underwriter of the Common Stock or Preferred Stock or (iii) in such other circumstances which the Corporation determines are appropriately excepted from the applicable Ownership Limit and (B) if the Corporation obtains such representations and undertakings from such Person as are reasonably necessary to ascertain that such Person's Beneficial Ownership or Constructive Ownership of Equity Stock will not result in violation of Section 856(h) of the Code or the receipt of nonqualified income under Section 856(d)(2)(B) of the Code and agrees that any violation or attempted violation will result in such Equity Stock being transferred to the Trust pursuant to subparagraph D(3) of this Article IV. (10) Modification of Ownership Limit. Subject to the limitations contained in subparagraph D(11), the Board of Directors may from time to time modify the Ownership Limits. 11

(11) Limitations on Modifications. (a) The Ownership Limits may not be modified if, after giving effect to such modification, five or fewer Persons could Beneficially Own, in the aggregate, more than 50% of the total value of the outstanding Equity Stock. (b) The Ownership Limits may not be modified if, after giving effect to such modification, the Corporation would fail to meet the requirements for qualification as a REIT under the Code. (c) Prior to any modifications of the Ownership Limits, the Board of Directors of the Corporation may require such opinions of counsel, affidavits, undertakings or agreements as it may deem necessary or advisable in order to determine or ensure the Corporation's status as a REIT. (12) Legend. Until the Restriction Termination Date, each certificate for the respective class of Equity Stock shall bear the following legend:

(11) Limitations on Modifications. (a) The Ownership Limits may not be modified if, after giving effect to such modification, five or fewer Persons could Beneficially Own, in the aggregate, more than 50% of the total value of the outstanding Equity Stock. (b) The Ownership Limits may not be modified if, after giving effect to such modification, the Corporation would fail to meet the requirements for qualification as a REIT under the Code. (c) Prior to any modifications of the Ownership Limits, the Board of Directors of the Corporation may require such opinions of counsel, affidavits, undertakings or agreements as it may deem necessary or advisable in order to determine or ensure the Corporation's status as a REIT. (12) Legend. Until the Restriction Termination Date, each certificate for the respective class of Equity Stock shall bear the following legend: "The shares of Equity Stock represented by this certificate are subject to restrictions on transfer for the purpose of the Corporation's maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended from time to time (the "Code"). Transfers in contravention of such restrictions may be void ab initio. Unless otherwise determined by the Board of Directors of the Corporation, no Person may (1) Beneficially Own or Constructively Own shares of Equity Stock in excess of 6% of the total value of the outstanding Equity Stock of the Corporation, determined as provided in the Corporation's Amended and Restated Certificate of Incorporation, as the same may be further amended from time to time (the "Certificate of Incorporation") (computed taking into account all outstanding shares of Equity Stock and all shares of Equity Stock issuable under existing options and Exchange Rights that have not been exercised or Deferred Stock that has not vested) unless such Person is a member of the Lebovitz Group (in which case a higher Ownership Limit shall be applicable); or (2) Beneficially Own Equity Stock which would result in the Corporation being "closely held" under Section 856(h) of the Code. Any acquisition of Equity Stock and continued holding of ownership of Equity Stock constitutes a continuous representation of compliance with the above limitations, and any Person who attempts to Beneficially Own or Constructively Own shares of Equity Stock in excess of the above limitations must immediately so notify the Corporation. If the restrictions above are violated, the shares of Equity Stock represented hereby will be transferred automatically and by operation of law to a Trust and shall be designated Shares-in-Trust. In addition, certain 12

Beneficial Owners or Constructive Owners of Equity Stock must give written notice as to certain information on a semi-annual or annual basis. All capitalized terms in this legend have the meanings defined in the Certificate of Incorporation, a copy of which, including the restrictions on transfer, will be sent without charge to each stockholder who so requests." (13) Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of 66-2/3% of the outstanding voting stock, voting together as a single class, shall be required to amend, repeal or adopt any provision inconsistent with the definitions of "Beneficial Ownership Limit" or "Constructive Ownership Limit" or subparagraph (10) or (11) of paragraph D of this Article IV. A majority of the Independent members of the Board of Directors, however, shall have the authority to change the amount referred to in clause (y) of the definition of "Constructive Ownership Limit." (14) No amendment to this Article IV or modification of the Ownership Limits pursuant to Article IV(D)(10) or any successor provision shall be effective if such amendment is adverse to the Jacobs Group or any of its members (unless Jacobs Realty Investors Limited Partnership, a Delaware limited partnership, consents) or to the Lebovitz Group or any of its members (unless LebFam, Inc., a Tennessee corporation, consents) and is not undertaken with unanimous prior approval of the Corporation's Board of Directors. For the avoidance of doubt, a decrease in the Standard Beneficial Ownership Limit or a modification of the Beneficial Ownership Limit in accordance with Article III of the Share Ownership Agreement shall not be treated as adversely affecting the Jacobs Group or its members or the Lebovitz Group or its members. References in this subparagraph (D)(14) to the Jacobs Group or any of its members shall be deemed deleted after the Share Ownership Agreement has terminated with respect to the Jacobs Group and its Members. References in this subparagraph (D)(14) to the

Beneficial Owners or Constructive Owners of Equity Stock must give written notice as to certain information on a semi-annual or annual basis. All capitalized terms in this legend have the meanings defined in the Certificate of Incorporation, a copy of which, including the restrictions on transfer, will be sent without charge to each stockholder who so requests." (13) Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of 66-2/3% of the outstanding voting stock, voting together as a single class, shall be required to amend, repeal or adopt any provision inconsistent with the definitions of "Beneficial Ownership Limit" or "Constructive Ownership Limit" or subparagraph (10) or (11) of paragraph D of this Article IV. A majority of the Independent members of the Board of Directors, however, shall have the authority to change the amount referred to in clause (y) of the definition of "Constructive Ownership Limit." (14) No amendment to this Article IV or modification of the Ownership Limits pursuant to Article IV(D)(10) or any successor provision shall be effective if such amendment is adverse to the Jacobs Group or any of its members (unless Jacobs Realty Investors Limited Partnership, a Delaware limited partnership, consents) or to the Lebovitz Group or any of its members (unless LebFam, Inc., a Tennessee corporation, consents) and is not undertaken with unanimous prior approval of the Corporation's Board of Directors. For the avoidance of doubt, a decrease in the Standard Beneficial Ownership Limit or a modification of the Beneficial Ownership Limit in accordance with Article III of the Share Ownership Agreement shall not be treated as adversely affecting the Jacobs Group or its members or the Lebovitz Group or its members. References in this subparagraph (D)(14) to the Jacobs Group or any of its members shall be deemed deleted after the Share Ownership Agreement has terminated with respect to the Jacobs Group and its Members. References in this subparagraph (D)(14) to the Lebovitz Group or any of its members shall be deemed deleted after the Share Ownership Agreement has terminated with respect to the Lebovitz Group and its Members. E. Shares-in-Trust. (1) Trust. Any shares of Equity Stock transferred to a Trust and designated Shares-in-Trust pursuant to subparagraph D(3) of this Article IV shall be held for the exclusive benefit of the Beneficiary. Any transfer to a Trust, and subsequent designation of shares of Equity Stock as Shares-in-Trust, pursuant to subparagraph D(3) of this Article IV shall be effective as of the close of business on the business day prior to the date of the Transfer or Non-Transfer Event that results in the transfer to the Trust. Shares-in-Trust shall remain issued and outstanding shares of Equity Stock of the Corporation and shall be entitled to the same rights and privileges on identical terms and conditions as are all other issued and outstanding shares of Equity Stock of the same class and series. When transferred to the Permitted Transferee in accordance with the provisions of subparagraph E(5) of this Article IV, such Shares-in-Trust shall cease to be designated as Share-in-Trust. (2) Dividend Rights. The Trustee, as record holder of Shares-in-Trust, shall be entitled to receive all dividends and distributions as may be declared 13

by the Board of Directors of the Corporation on such shares of Equity Stock and shall hold such dividends or distributions in trust for the benefit of the Beneficiary. The Prohibited Owner with respect to Shares-in-Trust shall repay to the Trustee the amount of any dividends or distributions received by it that (i) are attributable to any shares of Equity Stock designated Shares-in-Trust and (ii) the record date of which was on or after the date that such shares became Shares-in-Trust. The Corporation shall take all measures that it determines reasonably necessary to recover the amount of any such dividend or distributions paid to a Prohibited Owner, including, if necessary, withholding any portion of future dividends or distributions payable on shares of Equity Stock Beneficially Owned or Constructively Owned by the Person who, but for the provisions of subparagraph D(3) of this Article IV, would Constructively Own or Beneficially Own the Shares-in-Trust; and, as soon as reasonably practicable following the Corporation's receipt or withholding thereof, shall pay over to the Trustee for the benefit of the Beneficiary the dividends so received or withheld, as the case may be. (3) Rights Upon Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the assets of, the Corporation, each holder of Shares-in-Trust shall be entitled to receive,

by the Board of Directors of the Corporation on such shares of Equity Stock and shall hold such dividends or distributions in trust for the benefit of the Beneficiary. The Prohibited Owner with respect to Shares-in-Trust shall repay to the Trustee the amount of any dividends or distributions received by it that (i) are attributable to any shares of Equity Stock designated Shares-in-Trust and (ii) the record date of which was on or after the date that such shares became Shares-in-Trust. The Corporation shall take all measures that it determines reasonably necessary to recover the amount of any such dividend or distributions paid to a Prohibited Owner, including, if necessary, withholding any portion of future dividends or distributions payable on shares of Equity Stock Beneficially Owned or Constructively Owned by the Person who, but for the provisions of subparagraph D(3) of this Article IV, would Constructively Own or Beneficially Own the Shares-in-Trust; and, as soon as reasonably practicable following the Corporation's receipt or withholding thereof, shall pay over to the Trustee for the benefit of the Beneficiary the dividends so received or withheld, as the case may be. (3) Rights Upon Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the assets of, the Corporation, each holder of Shares-in-Trust shall be entitled to receive, ratably with each other holder of Equity Stock of the same class or series, that portion of the assets of the Corporation which is available for distribution to the holders of such class and series of Equity Stock. The Trustee shall distribute to the Prohibited Owner the amounts received upon such liquidation, dissolution, or winding up, or distribution; provided, however, that the Prohibited Owner shall not be entitled to receive amounts pursuant to this subparagraph E(3) in excess of, in the case of a purported Transfer in which the Prohibited Owner gave value for shares of Equity Stock and which Transfer resulted in the transfer of the shares to the Trust, the price per share, if any, such Prohibited Owner paid for the Equity Stock and, in the case of a NonTransfer Event or Transfer in which the Prohibited Owner did not give value for such shares (e.g., if the shares were received through a gift or devise) and which Non-Transfer Event or Transfer, as the case may be, resulted in the transfer of shares to the Trust, the price per share equal to the Market Price on the date of such NonTransfer Event or Transfer. Any remaining amount in such Trust shall be distributed to the Beneficiary. (4) Voting Rights. The Trustee shall be entitled to vote all Shares-in-Trust. Any vote by a Prohibited Owner as a holder of shares of Equity Stock prior to the discovery by the Corporation that the shares of Equity Stock are Shares-in-Trust shall, subject to applicable law, be rescinded and shall be void ab initio with respect to such Shares-in-Trust and the Prohibited Owner shall be deemed to have given, as of the close of business on the business day prior to the date of the purported Transfer or Non-Transfer Event that results in the transfer to the Trust of the shares of Equity Stock under subparagraph D(3) of this Article IV, an irrevocable proxy to the Trustee to vote the Shares-in-Trust in the manner in which the Trustee, in its sole and absolute discretion, desires. (5) Designation of Permitted Transferee. The Trustee shall have the exclusive and absolute right to designate a Permitted Transferee of any and all Shares-in-Trust. As reasonably practicable as possible, in an orderly fashion so as not to materially adversely affect the Market Price of the Shares-in-Trust, the Trustee shall designate any Person as Permitted Transferee, provided, 14

however, that (i) the Permitted Transferee so designated purchases for valuable consideration (whether in a public or private sale) the Shares-in-Trust and (ii) the Permitted Transferee so designated may acquire such Shares-in-Trust without such acquisition resulting in a transfer to a Trust and the redesignation of such shares of the Equity Stock so acquired as Shares-in-Trust under subparagraph D(3) of this Article IV. Upon the designation by the Trustee of a Permitted Transferee in accordance with the provisions of this subparagraph, the Trustee of a Trust shall (i) cause to be transferred to the Permitted Transferee that number of Shares-in-Trust acquired by the Permitted Transferee; (ii) cause to be recorded on the books of the Corporation that the Permitted Transferee is the holder of record of such number of shares of Equity Stock; and (iii) distribute to the Beneficiary any and all amounts held with respect to the Shares-in-Trust after making that payment to the Prohibited Owner pursuant to subparagraph E(6) of this Article IV. (6) Compensation to Record Holder of Shares of Equity Stock that Become Shares-in-Trust. Any Prohibited Owner shall be entitled (following discovery of the Shares-in-Trust and subsequent designation of the Permitted Transferee in accordance with subparagraph D(5) of this Article IV) to receive from the Trustee the lesser of (i) in the case of (a) a purported Transfer in which the Prohibited Owner gave value for shares of Equity Stock and

however, that (i) the Permitted Transferee so designated purchases for valuable consideration (whether in a public or private sale) the Shares-in-Trust and (ii) the Permitted Transferee so designated may acquire such Shares-in-Trust without such acquisition resulting in a transfer to a Trust and the redesignation of such shares of the Equity Stock so acquired as Shares-in-Trust under subparagraph D(3) of this Article IV. Upon the designation by the Trustee of a Permitted Transferee in accordance with the provisions of this subparagraph, the Trustee of a Trust shall (i) cause to be transferred to the Permitted Transferee that number of Shares-in-Trust acquired by the Permitted Transferee; (ii) cause to be recorded on the books of the Corporation that the Permitted Transferee is the holder of record of such number of shares of Equity Stock; and (iii) distribute to the Beneficiary any and all amounts held with respect to the Shares-in-Trust after making that payment to the Prohibited Owner pursuant to subparagraph E(6) of this Article IV. (6) Compensation to Record Holder of Shares of Equity Stock that Become Shares-in-Trust. Any Prohibited Owner shall be entitled (following discovery of the Shares-in-Trust and subsequent designation of the Permitted Transferee in accordance with subparagraph D(5) of this Article IV) to receive from the Trustee the lesser of (i) in the case of (a) a purported Transfer in which the Prohibited Owner gave value for shares of Equity Stock and which Transfer resulted in the transfer of the shares to the Trust, the price per share, if any, such Prohibited Owner paid for the Equity Stock, or (b) a Non-Transfer Event or Transfer in which the Prohibited Owner did not give value for such shares (e.g., if the shares were received through a gift or devise) and which Non-Transfer Event or Transfer, as the case may be, resulted in the transfer of shares to the Trust, the price per share equal to the Market Price on the date of such Non-Transfer Event or Transfer, and (ii) the price per share received by the Trustee of the Trust from the sale or other disposition of such Shares-in-Trust in accordance with subparagraph E (5) of this Article IV. Any amounts received by the Trustee in respect of such Shares-in-Trust and in excess of such amounts to be paid the Prohibited Owner pursuant to this subparagraph E(6) of this Article IV shall be distributed to the Beneficiary in accordance with the provisions of subparagraph E(5) of this Article IV. Each Beneficiary and Prohibited Owner waive any and all claims that they may have against the Trustee and the Corporation arising out of the disposition of Shares-in-Trust, except for claims arising out of the gross negligence or willful misconduct of, or any failure to make payments in accordance with paragraph E of this Article IV by, such Trustee or the Corporation. (7) Purchase Right in Shares-in-Trust. Shares-in-Trust shall be deemed to have been offered for sale to the Corporation, or its designee, at a price per share equal to the lesser of (i) the price per share in the transaction that created such Shares-in-Trust (or, in the case of devise, gift or Non-Transfer Event, the Market Price at the time of such devise, gift or Non-Transfer Event) and (ii) the Market Price on the date the Corporation, or its designee, accepts such offer. The Corporation shall have the right to accept such offer for a period of ninety days after the later of (i) the date of the Non-Transfer Event or purported Transfer which resulted in such Shares-inTrust and (ii) the date the Corporation determines in good faith that a Transfer or Non-Transfer Event resulting in Shares-in-Trust has occurred, if the Corporation does not receive a notice of such Transfer or Non-Transfer Event pursuant to subparagraph D(5) of this Article IV. 15

F. Issuance of Rights to Purchase Securities and Other Property. Subject to the rights of the holders of any series of Preferred Stock, the Board of Directors is hereby authorized to create and to authorize and direct the issuance (on either a pro rata or a non-pro rata basis) by the Corporation of rights, options and warrants for the purchase of shares of Equity Stock, other securities of the Corporation, or shares or other securities of any successor in interest of the Corporation (a "Successor"), at such times, in such amounts, to such persons, for such consideration (if any), with such form and content (including without limitation the consideration for which any shares of Equity Stock, other securities of the Corporation, or shares or other securities of any Successor are to be issued) and upon such terms and conditions as it may, from time to time, determine upon, subject only to the restrictions, limitations, conditions and requirements imposed by the GCL, other applicable laws and this Certificate. G. Severability. If any provision of this Article IV or any application of any such provision is determined to be invalid by any federal or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be

F. Issuance of Rights to Purchase Securities and Other Property. Subject to the rights of the holders of any series of Preferred Stock, the Board of Directors is hereby authorized to create and to authorize and direct the issuance (on either a pro rata or a non-pro rata basis) by the Corporation of rights, options and warrants for the purchase of shares of Equity Stock, other securities of the Corporation, or shares or other securities of any successor in interest of the Corporation (a "Successor"), at such times, in such amounts, to such persons, for such consideration (if any), with such form and content (including without limitation the consideration for which any shares of Equity Stock, other securities of the Corporation, or shares or other securities of any Successor are to be issued) and upon such terms and conditions as it may, from time to time, determine upon, subject only to the restrictions, limitations, conditions and requirements imposed by the GCL, other applicable laws and this Certificate. G. Severability. If any provision of this Article IV or any application of any such provision is determined to be invalid by any federal or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected, and other applications of such provision shall be affected only to the extent necessary to comply with the determination of such court. H. New York Stock Exchange Transactions. Nothing in this Article IV, shall preclude the settlement of any transaction entered into through the facilities of the New York Stock Exchange. I. Furnishing Copies. Copies of the Voting and Standstill Agreement and the Share Ownership Agreement will be furnished by the Corporation without charge to each shareholder who so requests. ARTICLE V (a) In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to (i) make, alter, amend or repeal the Bylaws of the Corporation (the "Bylaws"); provided, however, that 66-2/3% of the voting power of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors ("Voting Stock"), voting together as a single class, may alter, amend or repeal any provision of the Bylaws, and (ii) from time to time determine whether and to what extent, and at what times and places, and under what conditions and regulations the accounts and books of the Corporation, or any of them, shall be open to inspection of stockholders; and, except as so determined or as provided in any Preferred Stock Designation, no stockholder shall have any right to inspect any account, book or document of the Corporation other than such rights as may be conferred by applicable law. 16

(b) The Corporation may in its Bylaws confer powers upon the Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of 66-2/3% of the then outstanding Voting Stock, voting together as a single class shall be required to amend, repeal or adopt any provision inconsistent with paragraph (a) of this Article V or any provision of the Bylaws adopted by the stockholders pursuant to paragraph (a) of this Article V. ARTICLE VI (a) Subject to the rights of the holders of any series of Preferred Stock as set forth in a Preferred Stock Designation to elect additional directors under specified circumstances, the number of directors of the Corporation shall be fixed by the Bylaws of the Corporation and may be increased or decreased from time to time in such a manner as may be prescribed by the Bylaws.

(b) The Corporation may in its Bylaws confer powers upon the Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of 66-2/3% of the then outstanding Voting Stock, voting together as a single class shall be required to amend, repeal or adopt any provision inconsistent with paragraph (a) of this Article V or any provision of the Bylaws adopted by the stockholders pursuant to paragraph (a) of this Article V. ARTICLE VI (a) Subject to the rights of the holders of any series of Preferred Stock as set forth in a Preferred Stock Designation to elect additional directors under specified circumstances, the number of directors of the Corporation shall be fixed by the Bylaws of the Corporation and may be increased or decreased from time to time in such a manner as may be prescribed by the Bylaws. (b) Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot. (c) The directors, other than those who may be elected by the holders of any series of Preferred Stock, shall be divided into three classes, as nearly equal in number as possible. One class of directors shall be initially elected for a term expiring at the annual meeting of stockholders to be held in 1994, another class shall be initially elected for a term expiring at the annual meeting of stockholders to be held in 1995, and another class shall be initially elected for a term expiring at the annual meeting of stockholders to be held in 1996. Members of each class shall hold office until their successors are elected and qualified. At each succeeding annual meeting of the stockholders of the Corporation, the successors of the class of directors whose term expires at that meeting shall be elected by a plurality vote of all votes cast at such meeting to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. (d) At least a majority of the directors shall be Independent. An individual shall be deemed to be "Independent" hereunder if such individual (i) is not an Affiliate of CBL & Associates, Inc., CBL & Associates Limited Partnership or CBL & Associates Management, Inc. or any of their successors and is not an employee of the Corporation or of CBL & Associates, Inc., CBL & Associates Limited Partnership or CBL & Associates Management, Inc. or any of their successors or of any Affiliate of the Corporation or of any Affiliate of CBL & Associates, Inc., CBL & Associates Limited Partnership or CBL & Associates Management, Inc. or any of their successors, provided, however, that no Person shall be deemed not to qualify as an Independent director solely because such Person is a director of both the Corporation and CBL & Associates Management, Inc. and (ii) with reference to any particular transaction, is not an interested director within the meaning of Section 144 of the GCL. An "Affiliate" shall mean, as to any individual, corporation, partnership, trust or other association, any person (i) that holds beneficially, directly or indirectly, 5% or more of the outstanding stock or equity interests thereof or (ii) who is an 17

officer, director, partner or director thereof or of any person which controls, is controlled by, or is under common control with such corporation, partnership, trust or other association or (iii) which controls, is controlled by or is under common control with such corporation, partnership, trust or other association. (e) Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, any director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of 75% of the then outstanding Voting Stock, voting together as a single class. (f) Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of 66-2/3% of the then outstanding Voting Stock, voting together as a single class, shall be required to amend, repeal or adopt any provision inconsistent with this Article VI; provided that the affirmative vote of the holders of 75% of the then outstanding Voting Stock, voting together as a single class, shall be required to amend, repeal or adopt any provision inconsistent with paragraph (e) of this Article VI.

officer, director, partner or director thereof or of any person which controls, is controlled by, or is under common control with such corporation, partnership, trust or other association or (iii) which controls, is controlled by or is under common control with such corporation, partnership, trust or other association. (e) Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, any director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of 75% of the then outstanding Voting Stock, voting together as a single class. (f) Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of 66-2/3% of the then outstanding Voting Stock, voting together as a single class, shall be required to amend, repeal or adopt any provision inconsistent with this Article VI; provided that the affirmative vote of the holders of 75% of the then outstanding Voting Stock, voting together as a single class, shall be required to amend, repeal or adopt any provision inconsistent with paragraph (e) of this Article VI. (g) Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of a majority of the then outstanding Voting Stock, voting as a single class, and the approval of the Board of Directors shall be required to terminate the Corporation's status as a real estate investment trust. ARTICLE VII Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation of any receiver or receivers appointed for the Corporation under the provisions of ss.291 of Title 8 of the GCL or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of ss.279 of Title 8 of the GCL order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation. ARTICLE VIII Each person who is or was or who agrees to become a director or officer of the Corporation, or each such person who is or was serving or who agrees to serve at the request of the Board of Directors or an officer of the Corporation as an employee or agent of the Corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other 18

enterprise (including the heirs, executor, administrators or estate of such person), shall be indemnified by the Corporation, in accordance with the Bylaws of the Corporation, to the full extent permitted from time to time by the GCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) or any other applicable laws presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article VIII. Any amendment or repeal of this Article VIII shall not adversely affect any right or protection existing hereunder immediately prior to such amendment or repeal. ARTICLE IX No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary

enterprise (including the heirs, executor, administrators or estate of such person), shall be indemnified by the Corporation, in accordance with the Bylaws of the Corporation, to the full extent permitted from time to time by the GCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) or any other applicable laws presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article VIII. Any amendment or repeal of this Article VIII shall not adversely affect any right or protection existing hereunder immediately prior to such amendment or repeal. ARTICLE IX No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the GCL or (iv) for any transaction from which the director derived an improper personal benefit. ARTICLE X In determining what is in the best interest of the Corporation, a director of the Corporation shall consider the interests of the stockholders of the Corporation and, in his or her discretion, may consider (i) the interests of the Corporation's employees, suppliers, creditors and customers, (ii) the economy of the nation, (iii) community and societal interests and (iv) the long-term as well as short-term interests of the Corporation and its stockholders, including the possibility that these interests may be best served by the continued independence of the Corporation. ARTICLE XI The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation or a Preferred Stock Designation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner now or hereafter prescribed herein or by applicable law, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article XI; provided, however, that any amendment or repeal of Article VIII or Article IX of this Certificate of Incorporation shall not adversely affect any right or protection existing hereunder immediately prior to such amendment or repeal. 19

ARTICLE XII Subject to the rights of the holders of any series of Preferred Stock as set forth in a Preferred Stock Designation to elect additional directors under specific circumstances, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing of such stockholders. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of at least 80% of the then outstanding Voting Stock, voting together as a single class, shall be required to amend, repeal, or adopt any provision inconsistent with this Article XII. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its Chairman of the Board, President and Chief Executive Officer and attested to by its Secretary and has caused its corporate seal to be hereunto affixed, this 2nd day of November, 1993. CBL & ASSOCIATES PROPERTIES, INC.

ARTICLE XII Subject to the rights of the holders of any series of Preferred Stock as set forth in a Preferred Stock Designation to elect additional directors under specific circumstances, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing of such stockholders. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of at least 80% of the then outstanding Voting Stock, voting together as a single class, shall be required to amend, repeal, or adopt any provision inconsistent with this Article XII. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its Chairman of the Board, President and Chief Executive Officer and attested to by its Secretary and has caused its corporate seal to be hereunto affixed, this 2nd day of November, 1993. CBL & ASSOCIATES PROPERTIES, INC.
/s/ Charles B. Lebovitz By: ----------------------------Charles B. Lebovitz Chairman of the Board, President and Chief Executive Officer

Attest:

/s/ John N. Foy ----------------------------------John N. Foy Secretary

Exhibit 10.1.5 FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CBL & ASSOCIATES LIMITED PARTNERSHIP Dated as of June 1, 2005 THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CBL & ASSOCIATES LIMITED PARTNERSHIP (this "Amendment") is hereby adopted by CBL Holdings I. Inc., a Delaware corporation (the "General Partner") as the general partner of CBL & Associates Limited Partnership, a Delaware limited partnership (the "Partnership"), and by CBL Holdings II, Inc., a Delaware corporation, a limited partner of the partnership representing a Majority-In-Interest of the Limited Partners of the Partnership (the "Limited Partner"). For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Second Amended and Restated Agreement of Limited Partnership of CBL & Associates Limited Partnership as the same may be amended (the "Agreement"). WHEREAS, the General Partner desires to establish and set forth the terms of a new series of Partnership Units designated as Series L Special Common Units (the "L-SCUs"). WHEREAS, Section 4.4(a) of the Agreement grants the General Partner authority to cause the partnership to issue partnership units in the Partnership to any Person in one or more classes or series, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as may be determined by the General Partner in its sole and absolute discretion so long as the issuance does not violate Section 9.3 of the Agreement.

Exhibit 10.1.5 FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CBL & ASSOCIATES LIMITED PARTNERSHIP Dated as of June 1, 2005 THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CBL & ASSOCIATES LIMITED PARTNERSHIP (this "Amendment") is hereby adopted by CBL Holdings I. Inc., a Delaware corporation (the "General Partner") as the general partner of CBL & Associates Limited Partnership, a Delaware limited partnership (the "Partnership"), and by CBL Holdings II, Inc., a Delaware corporation, a limited partner of the partnership representing a Majority-In-Interest of the Limited Partners of the Partnership (the "Limited Partner"). For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Second Amended and Restated Agreement of Limited Partnership of CBL & Associates Limited Partnership as the same may be amended (the "Agreement"). WHEREAS, the General Partner desires to establish and set forth the terms of a new series of Partnership Units designated as Series L Special Common Units (the "L-SCUs"). WHEREAS, Section 4.4(a) of the Agreement grants the General Partner authority to cause the partnership to issue partnership units in the Partnership to any Person in one or more classes or series, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as may be determined by the General Partner in its sole and absolute discretion so long as the issuance does not violate Section 9.3 of the Agreement. WHEREAS, the General Partner desires to amend the Agreement to, among other things, set forth the terms of the L-SCUs. WHEREAS, Sections 4.4(a) and 14.7(b) of the Agreement grant the General Partner power and authority to amend the Agreement (including, without limitation, the distribution and allocation provisions thereof) without the consent of any of the Partnership's Limited Partners to evidence any action taken by the General Partner pursuant to Section 4.4(a) and to set forth the rights, powers and duties of the holders of any Additional Units issued pursuant to Section 4.4(a). WHEREAS, Section 14.7(a) of the Agreement provides for the amendment of the Agreement with the approval of the General Partner and the Consent of the Limited Partners, subject to the limitations set forth therein. 1

WHEREAS, the Company has declared a stock dividend of one share of Common Stock for each outstanding share of Common Stock and has set the record date for such stock dividend as June 1, 2005 and a payment date of June 15, 2005 (the "6/15/05 Stock Split"). NOW, THEREFORE, the General Partner, with the Consent of the Limited Partners, hereby amends the Agreement as follows: 1. Section 1.1 of the Agreement is hereby amended and supplemented as set forth below: (a) The following definitions are hereby deleted and replaced with the following: "Common Unit Conversion Factor" shall mean 1.0, provided, that, in the event that the Partnership (i) makes a distribution to all holders of its Common Units in Common Units (other than a distribution of Common Units pursuant to an offer to all holders of Common Units, SCUs , S-SCUs and L-SCUs permitting each to elect to

WHEREAS, the Company has declared a stock dividend of one share of Common Stock for each outstanding share of Common Stock and has set the record date for such stock dividend as June 1, 2005 and a payment date of June 15, 2005 (the "6/15/05 Stock Split"). NOW, THEREFORE, the General Partner, with the Consent of the Limited Partners, hereby amends the Agreement as follows: 1. Section 1.1 of the Agreement is hereby amended and supplemented as set forth below: (a) The following definitions are hereby deleted and replaced with the following: "Common Unit Conversion Factor" shall mean 1.0, provided, that, in the event that the Partnership (i) makes a distribution to all holders of its Common Units in Common Units (other than a distribution of Common Units pursuant to an offer to all holders of Common Units, SCUs , S-SCUs and L-SCUs permitting each to elect to receive a distribution in Common Units in lieu of a cash distribution (such a distribution of Common Units is referred to herein as a "Distribution of Common Units in Lieu of Cash")), (ii) subdivides or splits its outstanding Common Units (which shall expressly exclude any Distribution of Common Units in Lieu of Cash), or (iii) combines or reverse splits its outstanding Common Units into a smaller number of Common Units (in each case, without making a comparable distribution, subdivision, split, combination or reverse split with respect to the SCUs, S-SCUs and L-SCUs), the Common Unit Conversion Factor in effect immediately preceding such event shall be adjusted by multiplying the Common Unit Conversion Factor by a fraction, the numerator of which shall be the number of Common Units issued and outstanding on the record date for such distribution, subdivision, split, combination or reverse split (assuming for such purposes that such distribution, subdivision, split, combination or reverse split occurred as of such time), and the denominator of which shall be the actual number of Common Units (determined without the above assumption) issued and outstanding on the record date for such distribution, subdivision, split, combination or reverse split. Any adjustment to the Common Unit Conversion Factor shall become effective immediately after the record date for such event in the case of a distribution or the effective date in the case of a subdivision, split, combination or reverse split. "Common Stock Amount: shall mean, with respect to any number of Common Units, SCUs, S-SCUs or LSCUs, the number of shares of Common Stock equal to such number of Common Units, SCUs, 2

S-SCUs or L-SCUs, as the case may be, multiplied by the Conversion Factor; provided, however, that in the event that the Company issues to all holders of Common Stock rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase additional Common Stock, or any other securities or property of the Company, the value of which is not included in the first sentence of the definition of Closing Price of the shares of Common Stock (collectively, "additional rights"), other than a right to receive a divided or other distribution of Common Stock that corresponds to Common Units issued to the Company pursuant to a Distribution of Common Units in Lieu of Cash, then the Common Stock Amount shall also include, other than with respect to any Common Units, SCUs, S-SCUs or L-SCUs "beneficially owned" by an "Acquiring Person" (as such terms are defined in the Company's Rights Agreement, dated as of April 30, 1999, as amended and as it may be further amended from time to time, and any successor agreement thereto), such additional rights that a holder of that number of shares of Common Stock would be entitled to receive. "Conversion Factor" shall mean 1.0, provided that in the event that the Company (i) pays a dividend on its outstanding shares of Common Stock in shares of Common Stock or makes a distribution to all holders of its outstanding Common Stock in shares of Common Stock (in either case other than a dividend or other distribution of shares of Common Stock that corresponds to Common Units issued to the Company pursuant to a Dividend of Common Units in Lieu of Cash), (ii) subdivides or splits its outstanding shares of Common Stock, or (iii) combines or reverse splits its outstanding shares of Common Stock into a smaller number of shares of Common Stock (in each case, without making a comparable dividend, distribution, subdivision, split, combination or reverse split with respect to the Common Units, the SCUs, S-SCUs or L-SCUs), the Conversion Factor in effect immediately preceding such event shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of shares of Common Stock issued and outstanding on the record date for such dividend, distribution, subdivision, split, combination or reverse split (assuming for such purposes that

S-SCUs or L-SCUs, as the case may be, multiplied by the Conversion Factor; provided, however, that in the event that the Company issues to all holders of Common Stock rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase additional Common Stock, or any other securities or property of the Company, the value of which is not included in the first sentence of the definition of Closing Price of the shares of Common Stock (collectively, "additional rights"), other than a right to receive a divided or other distribution of Common Stock that corresponds to Common Units issued to the Company pursuant to a Distribution of Common Units in Lieu of Cash, then the Common Stock Amount shall also include, other than with respect to any Common Units, SCUs, S-SCUs or L-SCUs "beneficially owned" by an "Acquiring Person" (as such terms are defined in the Company's Rights Agreement, dated as of April 30, 1999, as amended and as it may be further amended from time to time, and any successor agreement thereto), such additional rights that a holder of that number of shares of Common Stock would be entitled to receive. "Conversion Factor" shall mean 1.0, provided that in the event that the Company (i) pays a dividend on its outstanding shares of Common Stock in shares of Common Stock or makes a distribution to all holders of its outstanding Common Stock in shares of Common Stock (in either case other than a dividend or other distribution of shares of Common Stock that corresponds to Common Units issued to the Company pursuant to a Dividend of Common Units in Lieu of Cash), (ii) subdivides or splits its outstanding shares of Common Stock, or (iii) combines or reverse splits its outstanding shares of Common Stock into a smaller number of shares of Common Stock (in each case, without making a comparable dividend, distribution, subdivision, split, combination or reverse split with respect to the Common Units, the SCUs, S-SCUs or L-SCUs), the Conversion Factor in effect immediately preceding such event shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of shares of Common Stock issued and outstanding on the record date for such dividend, distribution, subdivision, split, combination or reverse split (assuming for such purposes that such dividend, distribution, subdivision, split, combination or reverse split occurred as of such time), and the denominator of which shall be the actual number of shares of Common Stock (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, subdivision, split, combination or reverse split. Any adjustment to the Conversion Factor shall become effective immediately after the record date for such event in the case of the dividend or distribution of the effective date in the case of a subdivision, split, combination or reverse split. "Partnership Units" shall mean the Common Units, the Preferred Units, the SCUs the S-SCUs and the L-SCUs. 3

(b) The following definitions are hereby added to Section 1.1 o the Agreement: "L-SCUs" shall have the meaning set forth in Exhibit J. "L-SCU Basic Distribution Amount" shall mean, with respect to an L-SCU, $1.5144 (and shall be $.7572 following the 6/15/05 Stock Split); provided, however, that such amount will be adjusted appropriately to account for any further unit splits, combinations or other similar events with respect to the L-SCUs. "Series L Exchange Notice" shall have the meaning set forth in Exhibit J. "Series L Exchange Rights" shall have the meaning set forth in Exhibit J. "Series L Offered Units" shall have the meaning set forth in Exhibit J. 2. Pursuant to the Sections 4.5 and 7.8 of the Agreement, upon execution of a Limited Partner Acceptance of the Partnership Agreement in the form attached hereto as Attachment 1 (a "Limited Partner Acceptance") or by causing a Limited Partner Acceptance to be executed on its behalf, the initial holder of L-SCUs automatically will be admitted as an Additional Partner of the Partnership, without any further action or approval and the General Partner herby agrees to cause the name of such recipient to be recorded on the book and records of the Partnership on the date of such admission. 3. Sections 6.2(c)(1), 6.2(c)(2) and 6.2(d) of the Agreement are hereby renumbered as Sections 6.2(d)(1), 6.2

(b) The following definitions are hereby added to Section 1.1 o the Agreement: "L-SCUs" shall have the meaning set forth in Exhibit J. "L-SCU Basic Distribution Amount" shall mean, with respect to an L-SCU, $1.5144 (and shall be $.7572 following the 6/15/05 Stock Split); provided, however, that such amount will be adjusted appropriately to account for any further unit splits, combinations or other similar events with respect to the L-SCUs. "Series L Exchange Notice" shall have the meaning set forth in Exhibit J. "Series L Exchange Rights" shall have the meaning set forth in Exhibit J. "Series L Offered Units" shall have the meaning set forth in Exhibit J. 2. Pursuant to the Sections 4.5 and 7.8 of the Agreement, upon execution of a Limited Partner Acceptance of the Partnership Agreement in the form attached hereto as Attachment 1 (a "Limited Partner Acceptance") or by causing a Limited Partner Acceptance to be executed on its behalf, the initial holder of L-SCUs automatically will be admitted as an Additional Partner of the Partnership, without any further action or approval and the General Partner herby agrees to cause the name of such recipient to be recorded on the book and records of the Partnership on the date of such admission. 3. Sections 6.2(c)(1), 6.2(c)(2) and 6.2(d) of the Agreement are hereby renumbered as Sections 6.2(d)(1), 6.2 (d)(2) and 6.2(e) respectively. 4. The following shall be added as new Section 6.2(c) of the Agreement: "(c) Distributions shall also be made in accordance with the following order of priority: (i) Concurrently, ratably and on parity and with the distributions to holders of SCUs and S-SCUs provided for under Sections 6.2(a)(iii) and 6.2(b)(i), respectively, to the extent that the amount of Net Cash Flow distributed to the holders of L-SCUs for any prior quarter was (for any reason, including as a result of Section 6.2(e), a lack of legally available funds or a decision by the General Partner not to make distributions for such quarter) less than the amount required to be distributed for such quarter on account of the L-SCUs pursuant to subparagraph (ii) below, and such shortfall has not been subsequently distributed pursuant to this Section 6.2(c)(i), Net Cash Flow shall be distributed to the holders of L-SCUs until they have received an amount per L-SCU, as 4

applicable, necessary to satisfy such shortfall for all prior quarters of the current and all prior Partnership taxable years;" "(ii) Concurrently, ratably and on parity with the distributions to holders of SCUs and S-SCUs provided for under Sections 6.2(a)(iv) and 6.2(b)(ii), respectively, Net Cash Flow shall be distributed among the holders of LSCUs until they have received for the quarter to which the distribution relates an amount for each outstanding LSCU equal to the applicable L-SCU Basic Distribution Amount; (iii) Concurrently, ratably and on parity with the distributions to holders of SCUs, S-SCUs and Common Units provided for under Section 6.2(a)(v) and 6.2(b)(iii), the balance of the Net Cash Flow to be distributed, if any, shall be distributed to holders of L-SCUs pro rata in accordance with their proportionate ownership of the aggregate number of SCUs, S-SCUs and L-SCUs and Common Units outstanding (counting each SCU, S-SCU or L-SCU as the number of Common Units or number of shares of Common Stock, as applicable, into which it is convertible pursuant to the terms of Exhibit E, Exhibit H or Exhibit J, as applicable), provided, however, that such distribution to the holders of L-SCUs shall be reduced by the amount of the distribution made to such Holders on account of their L-SCUs with respect to such quarter pursuant to subparagraph (c)(ii) above and the reduction will be allocated among the holders of L-SCUs pro rata in accordance with their respective percentage interests in the total number of L-SCUs then outstanding.

applicable, necessary to satisfy such shortfall for all prior quarters of the current and all prior Partnership taxable years;" "(ii) Concurrently, ratably and on parity with the distributions to holders of SCUs and S-SCUs provided for under Sections 6.2(a)(iv) and 6.2(b)(ii), respectively, Net Cash Flow shall be distributed among the holders of LSCUs until they have received for the quarter to which the distribution relates an amount for each outstanding LSCU equal to the applicable L-SCU Basic Distribution Amount; (iii) Concurrently, ratably and on parity with the distributions to holders of SCUs, S-SCUs and Common Units provided for under Section 6.2(a)(v) and 6.2(b)(iii), the balance of the Net Cash Flow to be distributed, if any, shall be distributed to holders of L-SCUs pro rata in accordance with their proportionate ownership of the aggregate number of SCUs, S-SCUs and L-SCUs and Common Units outstanding (counting each SCU, S-SCU or L-SCU as the number of Common Units or number of shares of Common Stock, as applicable, into which it is convertible pursuant to the terms of Exhibit E, Exhibit H or Exhibit J, as applicable), provided, however, that such distribution to the holders of L-SCUs shall be reduced by the amount of the distribution made to such Holders on account of their L-SCUs with respect to such quarter pursuant to subparagraph (c)(ii) above and the reduction will be allocated among the holders of L-SCUs pro rata in accordance with their respective percentage interests in the total number of L-SCUs then outstanding. (iv) Notwithstanding the foregoing, all distributions pursuant to this Section 6.2(c) shall remain subject to the provisions of (i) each Certificate of Designation for any class or series Preferred Units, (ii) Exhibit E hereto with respect to the SCUs, (iii) Exhibit H hereto with respect to the S-SCUs and (iv) Exhibit J hereto with respect to the L-SCUs. 5. Sections 6.2(e) and 6.2(f) of the Partnership Agreement shall also apply to distributions with respect to the LSCUs. 6. Section 6.6 of the Agreement shall be amended by replacing the words "(or Series J or Series S Exchange Rights) with the words "(or Series J, Series S or Series L Exchange Rights)". 7. The last sentence of Section 8.2 of the Agreement is hereby deleted and replaced in its entirety with the following: "Notwithstanding the foregoing, all distributions pursuant to this Section 8.2 shall remain subject to the provisions of (i) the Certificate of Designation for each class or series of Preferred Units set forth in Exhibit B hereto; (ii) Exhibit E 5

hereto with respect to the SCUs,; (iii) Exhibit H with respect to the S-SCUs and (iv) Exhibit J with respect to the L-SCUs." 8. The following paragraph is added as Section 9.2(e) of the Agreement: "(d) The applicable Approved Transfers permitted in Paragraph 8 of Exhibit J hereto shall also be available, mutatis matandis, to holders of any Common Units issued in exchange for or upon the redemption of L-SCUs." 9. Exhibit A of the Agreement is hereby deleted and is replaced in its entirety by new Exhibit A attached hereto as Attachment 2. 10. Exhibit C of the Agreement is hereby deleted and is replaced in its entirety by new Exhibit C attached hereto as Attachment 3. 11. The exhibit attached to this Amendment as Attachment 4 is hereby added to the Agreement as Exhibit J thereof. 12. Except as expressly amended hereby, the Agreement shall remain in full force and effect.

hereto with respect to the SCUs,; (iii) Exhibit H with respect to the S-SCUs and (iv) Exhibit J with respect to the L-SCUs." 8. The following paragraph is added as Section 9.2(e) of the Agreement: "(d) The applicable Approved Transfers permitted in Paragraph 8 of Exhibit J hereto shall also be available, mutatis matandis, to holders of any Common Units issued in exchange for or upon the redemption of L-SCUs." 9. Exhibit A of the Agreement is hereby deleted and is replaced in its entirety by new Exhibit A attached hereto as Attachment 2. 10. Exhibit C of the Agreement is hereby deleted and is replaced in its entirety by new Exhibit C attached hereto as Attachment 3. 11. The exhibit attached to this Amendment as Attachment 4 is hereby added to the Agreement as Exhibit J thereof. 12. Except as expressly amended hereby, the Agreement shall remain in full force and effect. [Signatures on Next Page] 6

IN WITNESS WHEREOF, the General Partner as executed this Fourth Amendment as of the date first written above. CBL HOLDINGS I, INC.
By: /s/ John N. Foy -----------------------------------Name: JOHN N. FOY Title: Vice Chairman of the Board and Chief Financial Officer

Accepted and Agreed: CBL & ASSOCIATES PROPERTIES, INC.
/s/ John N. Foy By: ----------------------------------------Name: JOHN N. FOY Title: Vice Chairman of the Board And Chief Financial Officer

Consented to: CBL HOLDINGS II, INC.
/s/ John N. Foy By: ----------------------------------------Name: JOHN N. FOY Title: Vice Chairman of the Board and Chief Financial Officer

IN WITNESS WHEREOF, the General Partner as executed this Fourth Amendment as of the date first written above. CBL HOLDINGS I, INC.
By: /s/ John N. Foy -----------------------------------Name: JOHN N. FOY Title: Vice Chairman of the Board and Chief Financial Officer

Accepted and Agreed: CBL & ASSOCIATES PROPERTIES, INC.
/s/ John N. Foy By: ----------------------------------------Name: JOHN N. FOY Title: Vice Chairman of the Board And Chief Financial Officer

Consented to: CBL HOLDINGS II, INC.
/s/ John N. Foy By: ----------------------------------------Name: JOHN N. FOY Title: Vice Chairman of the Board and Chief Financial Officer

7

Attachment 1 ACCEPTANCE 8

LIMITED PARTNER ACCEPTANCE OF PARTNERSHIP AGREEMENT This Limited Partner Acceptance of Partnership Agreement (this "Acceptance") is made as of June 1, 2005 by Schostak Laurel Park Retail Holding LLC, a Michigan limited liability company (the "Limited Partner"), to and for the benefit of CBL & Associates Limited Partnership, a Delaware limited partnership ("the "Partnership"). Capitalized terms used and not defined herein shall have the meaning set forth in the Second Amended and Restated Agreement of limited partnership of the Partnership, dated as of June 30, 1998, as amended through the date hereof (the "Partnership Agreement"). WHEREAS, on the date hereof, the Partnership has agreed to issue the Limited Partner 285,850 L-SCUs (the "Units") in connection with the closing of the transactions contemplated by that certain Contribution and Exchange Agreement dated March 18, 2005 (the "Contribution Agreement"), by and among Newburgh/Six Mile Limited Partnership, the Limited Partner and the Partnership;

Attachment 1 ACCEPTANCE 8

LIMITED PARTNER ACCEPTANCE OF PARTNERSHIP AGREEMENT This Limited Partner Acceptance of Partnership Agreement (this "Acceptance") is made as of June 1, 2005 by Schostak Laurel Park Retail Holding LLC, a Michigan limited liability company (the "Limited Partner"), to and for the benefit of CBL & Associates Limited Partnership, a Delaware limited partnership ("the "Partnership"). Capitalized terms used and not defined herein shall have the meaning set forth in the Second Amended and Restated Agreement of limited partnership of the Partnership, dated as of June 30, 1998, as amended through the date hereof (the "Partnership Agreement"). WHEREAS, on the date hereof, the Partnership has agreed to issue the Limited Partner 285,850 L-SCUs (the "Units") in connection with the closing of the transactions contemplated by that certain Contribution and Exchange Agreement dated March 18, 2005 (the "Contribution Agreement"), by and among Newburgh/Six Mile Limited Partnership, the Limited Partner and the Partnership; WHEREAS, in connection with the acceptance of the Units by the Limited Partner, the Limited Partner has agreed to affirm its obligations as a limited partner under the Partnership Agreement with respect to the Units and to confirm the additional agreements set forth herein; NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Limited partner herby confirms that it has been given the opportunity to review the terms of the Partnership Agreement and affirms and agrees that it is bound by each of the terms and conditions of the Partnership Agreement applicable to a holder of L-SCUs, including, without limitation, the provisions thereof relating to limitations and restrictions on the transfer of L-SCUs. The Limited Partner hereby confirms that Informational Materials (as defined in the Contribution Agreement). [Signature on Next Page] 9

IN WITNESS WHEREOF, the Limited Partner has caused this Acceptance to be duly executed and delivered as of the date first written above. SCHOSTAK LAUREL PARK RETAIL HOLDING LLC By: Six Mile/Newburgh Venture, Inc. a Michigan corporation Its Manager
/s/ David W. Schostak --------------------------Name: David W. Schostak Title: President By:

Acknowledged and accepted: CBL & ASSOCIATES LIMITED PARTNERSHIP

LIMITED PARTNER ACCEPTANCE OF PARTNERSHIP AGREEMENT This Limited Partner Acceptance of Partnership Agreement (this "Acceptance") is made as of June 1, 2005 by Schostak Laurel Park Retail Holding LLC, a Michigan limited liability company (the "Limited Partner"), to and for the benefit of CBL & Associates Limited Partnership, a Delaware limited partnership ("the "Partnership"). Capitalized terms used and not defined herein shall have the meaning set forth in the Second Amended and Restated Agreement of limited partnership of the Partnership, dated as of June 30, 1998, as amended through the date hereof (the "Partnership Agreement"). WHEREAS, on the date hereof, the Partnership has agreed to issue the Limited Partner 285,850 L-SCUs (the "Units") in connection with the closing of the transactions contemplated by that certain Contribution and Exchange Agreement dated March 18, 2005 (the "Contribution Agreement"), by and among Newburgh/Six Mile Limited Partnership, the Limited Partner and the Partnership; WHEREAS, in connection with the acceptance of the Units by the Limited Partner, the Limited Partner has agreed to affirm its obligations as a limited partner under the Partnership Agreement with respect to the Units and to confirm the additional agreements set forth herein; NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Limited partner herby confirms that it has been given the opportunity to review the terms of the Partnership Agreement and affirms and agrees that it is bound by each of the terms and conditions of the Partnership Agreement applicable to a holder of L-SCUs, including, without limitation, the provisions thereof relating to limitations and restrictions on the transfer of L-SCUs. The Limited Partner hereby confirms that Informational Materials (as defined in the Contribution Agreement). [Signature on Next Page] 9

IN WITNESS WHEREOF, the Limited Partner has caused this Acceptance to be duly executed and delivered as of the date first written above. SCHOSTAK LAUREL PARK RETAIL HOLDING LLC By: Six Mile/Newburgh Venture, Inc. a Michigan corporation Its Manager
By: /s/ David W. Schostak --------------------------Name: David W. Schostak Title: President

Acknowledged and accepted: CBL & ASSOCIATES LIMITED PARTNERSHIP By: CBL Holdings I, Inc., its general partner
By: /s/ John N. Foy ----------------------------------------Name: JOHN N. FOY

IN WITNESS WHEREOF, the Limited Partner has caused this Acceptance to be duly executed and delivered as of the date first written above. SCHOSTAK LAUREL PARK RETAIL HOLDING LLC By: Six Mile/Newburgh Venture, Inc. a Michigan corporation Its Manager
/s/ David W. Schostak --------------------------Name: David W. Schostak Title: President By:

Acknowledged and accepted: CBL & ASSOCIATES LIMITED PARTNERSHIP By: CBL Holdings I, Inc., its general partner
By: /s/ John N. Foy ----------------------------------------Name: JOHN N. FOY Title: Vice Chairman of the Board and Chief Financial Officer

10

Attachment 2 EXHIBIT A [Exhibit A a/k/a Schedule A to Partnership Agreement] 11

Attachment 3 EXHIBIT C Allocations 1. Allocations of Gross Income, Net Income and Net Loss. (a) Except as otherwise provided herein, in each tax year in which there is sufficient Gross Income and Net Income to make all of the allocations described in subsections (i) through (iv) below, Gross Income, Net Income and Net Loss of the Partnership for such tax year shall be allocated among the Partners in the following order and priority: (i) First, Net Income shall be allocated to the relevant Partner, on account of the Preferred Units, in an amount equal to the excess of (A) the amount of Net Cash Flow distributed to such Partner pursuant to Sections 6.2(a)(i) and (ii) and Section 6.2(d) (but only to the extent of the Preferred Distribution Requirement and Preferred Distribution Shortfalls) for the current and all prior Partnership tax years over (B) the amount of Net Income

Attachment 2 EXHIBIT A [Exhibit A a/k/a Schedule A to Partnership Agreement] 11

Attachment 3 EXHIBIT C Allocations 1. Allocations of Gross Income, Net Income and Net Loss. (a) Except as otherwise provided herein, in each tax year in which there is sufficient Gross Income and Net Income to make all of the allocations described in subsections (i) through (iv) below, Gross Income, Net Income and Net Loss of the Partnership for such tax year shall be allocated among the Partners in the following order and priority: (i) First, Net Income shall be allocated to the relevant Partner, on account of the Preferred Units, in an amount equal to the excess of (A) the amount of Net Cash Flow distributed to such Partner pursuant to Sections 6.2(a)(i) and (ii) and Section 6.2(d) (but only to the extent of the Preferred Distribution Requirement and Preferred Distribution Shortfalls) for the current and all prior Partnership tax years over (B) the amount of Net Income previously allocated to such Partner pursuant to this Section (a)(i) or pursuant to Section (b)(i); (ii) Second, for any Partnership tax year ending on or after a date on which Preferred Units are redeemed, Net Income (or Net Losses) shall be allocated to the relevant Partner, on account of the Preferred Units, in an amount equal to the excess (or deficit) of the sum of the applicable Preferred Redemption Amounts for the Preferred Units that have been or are being redeemed during such Partnership tax year over the Preferred Unit Issue Price of such Preferred Units; (iii) Third, Gross Income shall be allocated to the relevant Partner, on account of SCUs or S-SCUs, or Common Units received on a conversion or redemption of SCUs or S-SCUs in an amount equal to the amount of cash distributed to such Partner in respect of such SCUs or S-SCUs, or Common Units pursuant to Sections 6.2(a) (iii), (iv) and (v); 6.2(b)(i), (ii) and (iii); and 6.2(c)(i)(ii) and (iii) (the "Target Amount"). The character of the items of Gross Income allocated to the relevant Partners pursuant to this subsection (iii) shall proportionately reflect the relative amounts of the Partnership's Gross Income having such character for such year, excluding from such Gross Income Net Capital Gain allocated pursuant to Section 1(c) below; provided, however, that such items shall not include items described in section (e) of the definition of Net Income or Net Loss, it being the intention of the parties that the tax items allocated under Section 3(a) corresponding to the items of Gross Income allocated pursuant to this Section 1(a)(iii) will equal the Target Amount. If the amount of such items differs from the Target Amount, the items of 12

Gross Income allocated pursuant to this Section 1(a)(iii) shall be adjusted to cause the amount of such tax items to equal the Target Amount. For purposes of determining the amount of cash distributed to such Partners, Special Tax Distributions shall not be taken into account, and Extraordinary Return of Capital Distributions shall be taken into account only to the extent that the amount of such Extraordinary Return of Capital Distributions exceed the aggregate of the Excess Allocations made to such Partners. For this purpose, "Excess Allocations" mean the excess of the Tax Net Capital Gain allocated under Section 3(a) to holders of SCUs or S-SCUs and holders of Common Units received on a conversion or redemption of SCUs and S-SCUs in connection with allocations of Net Capital Gain under Section 1(c) over the Special Tax Distribution made to such Partners. A distribution shall

Attachment 3 EXHIBIT C Allocations 1. Allocations of Gross Income, Net Income and Net Loss. (a) Except as otherwise provided herein, in each tax year in which there is sufficient Gross Income and Net Income to make all of the allocations described in subsections (i) through (iv) below, Gross Income, Net Income and Net Loss of the Partnership for such tax year shall be allocated among the Partners in the following order and priority: (i) First, Net Income shall be allocated to the relevant Partner, on account of the Preferred Units, in an amount equal to the excess of (A) the amount of Net Cash Flow distributed to such Partner pursuant to Sections 6.2(a)(i) and (ii) and Section 6.2(d) (but only to the extent of the Preferred Distribution Requirement and Preferred Distribution Shortfalls) for the current and all prior Partnership tax years over (B) the amount of Net Income previously allocated to such Partner pursuant to this Section (a)(i) or pursuant to Section (b)(i); (ii) Second, for any Partnership tax year ending on or after a date on which Preferred Units are redeemed, Net Income (or Net Losses) shall be allocated to the relevant Partner, on account of the Preferred Units, in an amount equal to the excess (or deficit) of the sum of the applicable Preferred Redemption Amounts for the Preferred Units that have been or are being redeemed during such Partnership tax year over the Preferred Unit Issue Price of such Preferred Units; (iii) Third, Gross Income shall be allocated to the relevant Partner, on account of SCUs or S-SCUs, or Common Units received on a conversion or redemption of SCUs or S-SCUs in an amount equal to the amount of cash distributed to such Partner in respect of such SCUs or S-SCUs, or Common Units pursuant to Sections 6.2(a) (iii), (iv) and (v); 6.2(b)(i), (ii) and (iii); and 6.2(c)(i)(ii) and (iii) (the "Target Amount"). The character of the items of Gross Income allocated to the relevant Partners pursuant to this subsection (iii) shall proportionately reflect the relative amounts of the Partnership's Gross Income having such character for such year, excluding from such Gross Income Net Capital Gain allocated pursuant to Section 1(c) below; provided, however, that such items shall not include items described in section (e) of the definition of Net Income or Net Loss, it being the intention of the parties that the tax items allocated under Section 3(a) corresponding to the items of Gross Income allocated pursuant to this Section 1(a)(iii) will equal the Target Amount. If the amount of such items differs from the Target Amount, the items of 12

Gross Income allocated pursuant to this Section 1(a)(iii) shall be adjusted to cause the amount of such tax items to equal the Target Amount. For purposes of determining the amount of cash distributed to such Partners, Special Tax Distributions shall not be taken into account, and Extraordinary Return of Capital Distributions shall be taken into account only to the extent that the amount of such Extraordinary Return of Capital Distributions exceed the aggregate of the Excess Allocations made to such Partners. For this purpose, "Excess Allocations" mean the excess of the Tax Net Capital Gain allocated under Section 3(a) to holders of SCUs or S-SCUs and holders of Common Units received on a conversion or redemption of SCUs and S-SCUs in connection with allocations of Net Capital Gain under Section 1(c) over the Special Tax Distribution made to such Partners. A distribution shall be treated as an Extraordinary Return of Capital Distribution to the extent that such distribution is reasonably attributable to (x) Net Financing Proceeds or (y) proceeds allocable to a transaction generating Net Capital Gain allocated pursuant to Section 1(c); in either case limited to the excess of the Tax Net Capital Gain allocated under Section 3(a) to holders of SCUs or S-SCUs and holders of Common Units received on a conversion or redemption of SCUs or S-SCUs in connection with allocations of Net Capital Gain under Section 1(c) over the Special Tax Distributions made to such Partners. (iv) Fourth, Gross Income shall be allocated to the relevant Partner, on account of L-SCUs or Common Units

Gross Income allocated pursuant to this Section 1(a)(iii) shall be adjusted to cause the amount of such tax items to equal the Target Amount. For purposes of determining the amount of cash distributed to such Partners, Special Tax Distributions shall not be taken into account, and Extraordinary Return of Capital Distributions shall be taken into account only to the extent that the amount of such Extraordinary Return of Capital Distributions exceed the aggregate of the Excess Allocations made to such Partners. For this purpose, "Excess Allocations" mean the excess of the Tax Net Capital Gain allocated under Section 3(a) to holders of SCUs or S-SCUs and holders of Common Units received on a conversion or redemption of SCUs and S-SCUs in connection with allocations of Net Capital Gain under Section 1(c) over the Special Tax Distribution made to such Partners. A distribution shall be treated as an Extraordinary Return of Capital Distribution to the extent that such distribution is reasonably attributable to (x) Net Financing Proceeds or (y) proceeds allocable to a transaction generating Net Capital Gain allocated pursuant to Section 1(c); in either case limited to the excess of the Tax Net Capital Gain allocated under Section 3(a) to holders of SCUs or S-SCUs and holders of Common Units received on a conversion or redemption of SCUs or S-SCUs in connection with allocations of Net Capital Gain under Section 1(c) over the Special Tax Distributions made to such Partners. (iv) Fourth, Gross Income shall be allocated to the relevant Partner, on account of L-SCUs or Common Units received on a conversion or redemption of L-SCUs in an amount equal to the amount of cash distributed to such Partner in respect of such L-SCUs or Common Units pursuant to Sections 6.2(a)(iii), (iv) and (v); 6.2(b)(i), (ii) and (iii); and 6.2(c)(i)(ii) and (iii) (the "Target Amount"). The character of the items of Gross Income allocated to the relevant Partners pursuant to this subsection (iv) shall proportionately reflect the relative amounts of the Partnership's Gross Income having such character for such year (such that if, for example, X% of the Partnership's Gross Income for such year consisted of net capital gain, then X% of the Gross Income allocated under this subsection (iv) would consist of net capital gain); provided, however, that such items shall not include items described in section (e) of the definition of Net Income or Net Loss, it being the intention of the parties that the tax items allocated under Section 3(a) corresponding to the items of Gross Income allocated pursuant to this Section 1(a)(iv) will equal the Target Amount. If the amount of such items differs from the Target Amount, the items of Gross Income allocated pursuant to this Section 1(a)(iv) shall be adjusted to cause the amount of such tax items to equal the Target Amount. (v) Fifth, any remaining Net Income and Net Losses, taking into account in determining such Net Income or Net Losses the allocation of Gross Income provided for in subsections (a) (iii) and (a)(iv) above, shall be allocated among the Partners, on account of their Common Units other than Common Units received on 13

a conversion or redemption of SCUs, S-SCUs or L-SCUs, in accordance with their proportionate ownership of Common Units other than Common Units received on a conversion or redemption of SCUs, S-SCUs or LSCUs (except as otherwise required by the Regulations). (b) Except as otherwise provided herein, in each tax year in which there is not sufficient Gross Income and Net Income to make all of the allocations described in subsections (a)(i) through (a) (iv) above, Gross Income, Net Income and Net Loss of the Partnership for such tax year shall be allocated among the Partners in the following order and priority: (i) First, Net Income shall be allocated to the relevant Partner, on account of the Preferred Units, in an amount equal to the excess of (A) the amount of Net Cash Flow distributed to such Partner pursuant to Sections 6.2(a)(i) and (ii) and Section 6.2(d) (but only to the extent of the Preferred Distribution Requirement and Preferred Distribution Shortfalls) for the current and all prior Partnership tax years over (B) the amount of Net Income previously allocated to such Partner pursuant to this Section (b)(i) or pursuant to Section (a)(i) (ii) Second, for any Partnership tax year ending on or after a date on which Preferred Units are redeemed, Net Income (or Net Losses) shall be allocated to the relevant Partner, on account of the Preferred Units, in an amount equal to the excess (or deficit) of the sum of the applicable Preferred Redemption Amounts for the Preferred units that have been or are being redeemed during such Partnership tax year over the Preferred Unit Issue Price of such Preferred Units;

a conversion or redemption of SCUs, S-SCUs or L-SCUs, in accordance with their proportionate ownership of Common Units other than Common Units received on a conversion or redemption of SCUs, S-SCUs or LSCUs (except as otherwise required by the Regulations). (b) Except as otherwise provided herein, in each tax year in which there is not sufficient Gross Income and Net Income to make all of the allocations described in subsections (a)(i) through (a) (iv) above, Gross Income, Net Income and Net Loss of the Partnership for such tax year shall be allocated among the Partners in the following order and priority: (i) First, Net Income shall be allocated to the relevant Partner, on account of the Preferred Units, in an amount equal to the excess of (A) the amount of Net Cash Flow distributed to such Partner pursuant to Sections 6.2(a)(i) and (ii) and Section 6.2(d) (but only to the extent of the Preferred Distribution Requirement and Preferred Distribution Shortfalls) for the current and all prior Partnership tax years over (B) the amount of Net Income previously allocated to such Partner pursuant to this Section (b)(i) or pursuant to Section (a)(i) (ii) Second, for any Partnership tax year ending on or after a date on which Preferred Units are redeemed, Net Income (or Net Losses) shall be allocated to the relevant Partner, on account of the Preferred Units, in an amount equal to the excess (or deficit) of the sum of the applicable Preferred Redemption Amounts for the Preferred units that have been or are being redeemed during such Partnership tax year over the Preferred Unit Issue Price of such Preferred Units; (iii) Third, Gross Income, to the extent not previously taken into account in making the allocations required under Section (a)(i) and (a)(ii), shall be allocated to the relevant Partner, on account of SCUs or S-SCUs, or Common Units received on a conversion or redemption of such SCUs or S-SCUs in an amount equal to the Target Amount. The character of the items of Gross Income allocated to the relevant Partners pursuant to this subsection (iii) shall proportionately reflect the relative amounts of the Partnership's Gross Income having such character for such year, excluding from such Gross Income Net Capital Gain allocated pursuant to Section 1(c) below; provided, however, that such items shall not include items described in section (e) of the definition of Net Income or Net Loss, it being the intention of the parties that the tax items allocated under Section 3(a) corresponding to the items of Gross Income allocated pursuant to this Section 1(b)(iii) will equal the Target Amount. If the amount of such items differs from the Target Amount, the items of Gross Income allocated pursuant to this Section 1(b) (iii) shall be adjusted to cause the amount of such tax items to equal the Target Amount. For purposes of determining the amount of cash distributed to such Partners, Special Tax Distributions shall not be taken into account, and Extraordinary Return of Capital Distributions shall be taken into account only to the extent that the amount of such Extraordinary Return of Capital Distributions exceed the aggregate of the Excess Allocations made to such Partners. For this purpose, `Excess Allocations" mean the excess of the Tax Net Capital Gain allocated under Section 3(a) to holders of SCUs or S-SCUs, and holders of Common Units received 14

on a conversion or redemption of SCUs or S-SCUs in connection with allocations of Net Capital Gain under Section 1(c) over the Special Tax Distribution made to such Partners. A distribution shall be treated as an Extraordinary Return of Capital Distribution to the extent that such distribution is reasonably attributable to (x) Net Financing Proceeds or (y) proceeds allocable to a transaction generating Net Capital Gain allocated pursuant to Section 1(c); in either case limited to the excess of the Tax Net Capital Gain allocated under Section 3(a) to holders of SCUs or S-SCUs, and holders of Common Units received on a conversion or redemption of SCUs or S-SCUs in connection with allocations of Net Capital Gain under Section 1(c) over the Special Tax Distributions made to such Partners. (iv) Fourth, Gross Income, to the extent not previously taken into account in making the allocations required under subsections (a)(i), (a)(ii), or (a)(iii) shall be allocated to the relevant Partner, on account of L-SCUs or Common Units received on a conversion or redemption of such L-SCUs in an amount equal to the Target Amount. The character of the items of Gross Income allocated to the relevant Partners pursuant to this subsection (iv) shall proportionately reflect the relative amounts of the Partnership's Gross Income having such character for such year (such that if, for example, X% of the Partnership's Gross Income for such year consisted of net capital

on a conversion or redemption of SCUs or S-SCUs in connection with allocations of Net Capital Gain under Section 1(c) over the Special Tax Distribution made to such Partners. A distribution shall be treated as an Extraordinary Return of Capital Distribution to the extent that such distribution is reasonably attributable to (x) Net Financing Proceeds or (y) proceeds allocable to a transaction generating Net Capital Gain allocated pursuant to Section 1(c); in either case limited to the excess of the Tax Net Capital Gain allocated under Section 3(a) to holders of SCUs or S-SCUs, and holders of Common Units received on a conversion or redemption of SCUs or S-SCUs in connection with allocations of Net Capital Gain under Section 1(c) over the Special Tax Distributions made to such Partners. (iv) Fourth, Gross Income, to the extent not previously taken into account in making the allocations required under subsections (a)(i), (a)(ii), or (a)(iii) shall be allocated to the relevant Partner, on account of L-SCUs or Common Units received on a conversion or redemption of such L-SCUs in an amount equal to the Target Amount. The character of the items of Gross Income allocated to the relevant Partners pursuant to this subsection (iv) shall proportionately reflect the relative amounts of the Partnership's Gross Income having such character for such year (such that if, for example, X% of the Partnership's Gross Income for such year consisted of net capital gain, then X% of the Gross Income allocated under this subsection (iv) would consist of net capital gain); provided, however, that such items shall not include items described in section (e) of the definition of Net Income or Net Loss, it being the intention of the parties that the tax items allocated under Section 3(a) corresponding to the items of Gross Income allocated pursuant to this Section 1(b)(iv) will equal the Target Amount. If the amount of such items differs from the Target Amount, the items of Gross Income allocated pursuant to this Section 1(b) (iv) shall be adjusted to cause the amount of such tax items to equal the Target Amount. (v) Fifth, any remaining Net Income and Net Losses, taking into account in determining such Net Income or Net Losses the allocation of Gross Income provided for in subsections (b)(iii) and (b)(iv) above, shall be allocated among the Partners, on account of their Common Units other than Common Units received on a conversion or redemption of SCUs, S-SCUs, or L-SCUs, in accordance with their proportionate ownership of Common Units other than common units received on a conversion or redemption of SCUs, S-SCUs, or L-SCUs (except as otherwise required by the Regulations). (c) Notwithstanding subsections (a) (iii) and (a)(iv), and subsections (b) (iii) and (b)(iv), above, holders of SCUs or S-SCUs and holders of Common Units received upon a conversion or redemption of SCUs or S-SCUs may be allocated their proportionate share of Net Capital Gain recognized by the Partnership in a taxable year (in accordance with their proportionate ownership of the aggregate number of SCUs, S-SCUs, L-SCUs and Common Units, counting each SCU, S-SCU or L-SCU, as applicable, as the number of Common Units into which it is convertible in accordance with Exhibit E, Exhibit H, or Exhibit J as applicable), in addition to the amount specified in subsection (a) (iii) above and subsection (b) (iii) above, if each of the following requirements is satisfied: 15

(i) the Partnership shall have distributed to each holder of SCUs and S-SCUs in cash pursuant to Section 6.2(a) (iv), 6.2(b)(ii) or 6.2(c)(ii) for the last quarter of such taxable year an amount equal to the Basic Distribution Amount or the S-SCU Basic Distribution Amount, as applicable (determined without taking into account any Special Tax Distribution); (ii) during such taxable year, the Partnership has recognized Net Capital Gain in connection with a sale of, condemnation of, or disposition of one or more Properties; (iii) the Partnership has made or will make prior to January 30, of the following tax year a cash distribution (a "Special Tax Distribution') to the Partners, and the portion of such Special Tax Distribution made (x) to the holders of SCUs and holders of Common Units received upon a conversion or redemption of SCUs equals or exceeds the product of the maximum combined federal, Ohio and Cleveland rates imposed on net capital gains of the applicable holding period (taking into account recapture, if applicable, and the deductibility of state and local taxes) multiplied by the amount of Tax Net Capital Gain allocated under Section 3(a) to holders of SCUs and holders of Common Units received upon a conversion or redemption of SCUs in connection with the allocation under this Section 1(c) of Net Capital Gain to such holders; and (y) to the

(i) the Partnership shall have distributed to each holder of SCUs and S-SCUs in cash pursuant to Section 6.2(a) (iv), 6.2(b)(ii) or 6.2(c)(ii) for the last quarter of such taxable year an amount equal to the Basic Distribution Amount or the S-SCU Basic Distribution Amount, as applicable (determined without taking into account any Special Tax Distribution); (ii) during such taxable year, the Partnership has recognized Net Capital Gain in connection with a sale of, condemnation of, or disposition of one or more Properties; (iii) the Partnership has made or will make prior to January 30, of the following tax year a cash distribution (a "Special Tax Distribution') to the Partners, and the portion of such Special Tax Distribution made (x) to the holders of SCUs and holders of Common Units received upon a conversion or redemption of SCUs equals or exceeds the product of the maximum combined federal, Ohio and Cleveland rates imposed on net capital gains of the applicable holding period (taking into account recapture, if applicable, and the deductibility of state and local taxes) multiplied by the amount of Tax Net Capital Gain allocated under Section 3(a) to holders of SCUs and holders of Common Units received upon a conversion or redemption of SCUs in connection with the allocation under this Section 1(c) of Net Capital Gain to such holders; and (y) to the holders of S-SCUs and holders of Common Units received upon a conversion or redemption of S-SCUs equals or exceeds the product of the maximum combined federal, Ohio and Cleveland rates imposed on net capital gains of the applicable holding period (taking into account recapture, if applicable, and the deductibility of state and local taxes) multiplied by the amount of Tax Net Capital Gain allocated under Section 3(a) to holders of S-SCUs and holders of Common Units received upon a conversion or redemption of S-SCUs in connection with the allocation under this Section 1(c) of Net Capital Gain to such holders. For these purposes, Tax Net Capital Gain means net capital gain, as determined for federal income tax purposes, which is governed by Section 3(a) and not Section 3(c) hereof. For the avoidance of doubt, no portion of any Special Tax Distribution will be taken into account when determining whether the Partnership has satisfied the distribution requirement of Section 6.2(a)(iii), 6.2(a)(iv), 6.2(b)(i), 6.2(b)(ii), 6.2(c)(i) and 6.2(c)(ii); (iv) (A) with respect to Special Tax Distributions to be made within two years of the final Closing provided for in the Master Contribution Agreement, the Special Tax Distribution will not cause the aggregate distributions to a holder of SCUs or a holder of Common Units received on a conversion or redemption of SCUs, other than distributions to such holder in respect of the Basic Distribution Amount, to exceed the product of (x) the lesser of such holder's percentage interest in Partnership profits for the year in which the Special Tax Distribution is made or such 16

holder's percentage interest in Partnership profits for the life of the Partnership (as determined for purposes of Treasury Regulations Section 1.707-4(b)) and (y) the Partnership's net cash flow from operations for the year in which the Special Tax Distribution is made (as determined for purposes of Treasury Regulations Section 1.707-4 (b)). (B) with respect to Special Tax Distributions to be made within two years of the Closing Date provided for in the Contribution and Exchange Agreement for Monroeville Mall, the Special Tax Distribution will not cause the aggregate distributions to a holder of S-SCUs or a holder of Common Units received on a conversion or redemption of S-SCUs, other than distributions to such holder in respect of the S-SCU Basic Distribution Amount, to exceed the product of (x) the lesser of such holder's percentage interest in Partnership profits for the year in which the Special Tax Distribution is made or such holder's percentage interest in Partnership profits for the life of the Partnership (as determined for purposes of Treasury Regulations Section 1.707-4(b)) and (y) the Partnership's net cash flow from operations for the year in which the Special Tax Distribution is made (as determined for purposes of Treasury Regulations Section 1.707-4(b)). (d) Notwithstanding subsections (a)(v) and (b)(v), above, holders of L-SCUs shall be allocated Gross Income in excess of the amount in subsections (a)(iv) and (b)(iv) above if and only if (i) all other Common Unit holders have received an income and/or gain allocation equivalent to their cash distributions, and (ii) such allocation of income and/or gain to holders of the L-SCUs is in an amount equivalent to their pro rata portion, treating each SCU, S-SCU, and L-SCU as the number of Common Units into which such SCU, S-

holder's percentage interest in Partnership profits for the life of the Partnership (as determined for purposes of Treasury Regulations Section 1.707-4(b)) and (y) the Partnership's net cash flow from operations for the year in which the Special Tax Distribution is made (as determined for purposes of Treasury Regulations Section 1.707-4 (b)). (B) with respect to Special Tax Distributions to be made within two years of the Closing Date provided for in the Contribution and Exchange Agreement for Monroeville Mall, the Special Tax Distribution will not cause the aggregate distributions to a holder of S-SCUs or a holder of Common Units received on a conversion or redemption of S-SCUs, other than distributions to such holder in respect of the S-SCU Basic Distribution Amount, to exceed the product of (x) the lesser of such holder's percentage interest in Partnership profits for the year in which the Special Tax Distribution is made or such holder's percentage interest in Partnership profits for the life of the Partnership (as determined for purposes of Treasury Regulations Section 1.707-4(b)) and (y) the Partnership's net cash flow from operations for the year in which the Special Tax Distribution is made (as determined for purposes of Treasury Regulations Section 1.707-4(b)). (d) Notwithstanding subsections (a)(v) and (b)(v), above, holders of L-SCUs shall be allocated Gross Income in excess of the amount in subsections (a)(iv) and (b)(iv) above if and only if (i) all other Common Unit holders have received an income and/or gain allocation equivalent to their cash distributions, and (ii) such allocation of income and/or gain to holders of the L-SCUs is in an amount equivalent to their pro rata portion, treating each SCU, S-SCU, and L-SCU as the number of Common Units into which such SCU, SSCU, and L-SCU are convertible pursuant to Exhibit E, Exhibit H, or Exhibit J, as applicable, of the aggregate of the income and/or gain remaining after the other Common Unit holders have been allocated income and/or gain in an amount equivalent to the cash distributions that they received for such fiscal year. (e) Notwithstanding subsections (a), (b), (c) and (d), Net Income and Net Losses from a Liquidation Transaction shall be allocated as follows: (i) First, Net Income (or Net Losses) from the Liquidation Transaction shall be allocated to the relevant Partner, in connection with the Preferred Units, in an amount equal to the excess (or deficit) of the sum of the applicable Preferred Redemption Amounts of the Preferred Units which have been or will be redeemed with the proceeds of the Liquidation Transaction over the Preferred Unit Issue Price of such Preferred Units; (ii) Second, Net Income (or Net Losses) from the Liquidation Transaction shall be allocated among the Partners owning SCUs, S-SCUs, L-SCUs or Common Units so that the Capital Accounts of the Partners (excluding from the Capital Account of any Partner the amount attributable to such Partner's Preferred Units) are proportional to the number of Common Units held by each Partner. For purposes of this subsection (ii), each SCU, S-SCU or L-SCU 17

shall be treated as the number of Common Units into which the SCU, S-SCUs or L-SCUs are convertible pursuant to the terms of Exhibit E, Exhibit H or Exhibit J, as applicable, to the Agreement. (iii) Third, any remaining Net Income or Net Losses from the Liquidation Transaction shall be allocated among the Partners owning SCUs, S-SCUs, L-SCUs or Common Units in accordance with their proportionate ownership of Common Units. For purposes of this subsection (iii), each SCU, S-SCU or L-SCU shall be treated as the number of Common Units into which the SCU, S-SCU or L-SCU is convertible pursuant to the terms of Exhibit E, Exhibit H or Exhibit J, as applicable, to the Agreement. 2. 2. Special Allocations. Notwithstanding any provisions of Section 1 of this Exhibit C, the following special allocations shall be made in the following order: (a) Minimum Gain Chargeback (Nonrecourse Liabilities). If there is a net decrease in Partnership Minimum Gain for any Partnership fiscal year (except as a result of conversion or refinancing of Partnership indebtedness, certain capital contributions or revaluation of the Partnership property as further outlined in Regulation Sections 1.704-2

shall be treated as the number of Common Units into which the SCU, S-SCUs or L-SCUs are convertible pursuant to the terms of Exhibit E, Exhibit H or Exhibit J, as applicable, to the Agreement. (iii) Third, any remaining Net Income or Net Losses from the Liquidation Transaction shall be allocated among the Partners owning SCUs, S-SCUs, L-SCUs or Common Units in accordance with their proportionate ownership of Common Units. For purposes of this subsection (iii), each SCU, S-SCU or L-SCU shall be treated as the number of Common Units into which the SCU, S-SCU or L-SCU is convertible pursuant to the terms of Exhibit E, Exhibit H or Exhibit J, as applicable, to the Agreement. 2. 2. Special Allocations. Notwithstanding any provisions of Section 1 of this Exhibit C, the following special allocations shall be made in the following order: (a) Minimum Gain Chargeback (Nonrecourse Liabilities). If there is a net decrease in Partnership Minimum Gain for any Partnership fiscal year (except as a result of conversion or refinancing of Partnership indebtedness, certain capital contributions or revaluation of the Partnership property as further outlined in Regulation Sections 1.704-2 (d)(4), (f)(2) or (f)(3)), each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner's share of the net decrease in Partnership Minimum Gain. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(f). This subsection (a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subsection (a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. (b) Minimum Gain Attributable to Partner Nonrecourse Debt. If there is a net decrease in minimum Gain Attributable to Partner Nonrecourse Debt during any fiscal year (other than due to the conversion, refinancing or other change in the debt instrument causing it to become partially or wholly nonrecourse, certain capital contributions, or certain revaluations of Partnership property as further outlined in Regulation Section 1.704-2(i) (4)), each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner's share of the net decrease in the Minimum Gain Attributable to Partner Nonrecourse Debt. The items to be so allocated shall be determined in accordance with Regulation Sections 1.704-2(i)(4) and (j)(2). This subsection (b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said sections of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subsection (b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. (c) Qualified Income Offset. In the event a Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Regulation 18

Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6), and such Limited Partner has an Adjusted Capital Account Deficit, items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible. This subsection (c) is intended to constitute a "qualified income offset" under Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year or other applicable period shall be allocated to the Partners in accordance with their proportionate ownership of Common Units other than Common Units issued on a redemption or conversion of SCUs, S-SCUs, or L-SCUs. (e) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any fiscal year or other applicable period shall be specially allocated to the Partner that bears the economic risk of loss for the debt (i.e., the Partner Nonrecourse Debt) in respect of which such Partner Nonrecourse Deductions are attributable (as determined under Regulation Sections 1.704-2(b)(4) and (i)(1)).

Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6), and such Limited Partner has an Adjusted Capital Account Deficit, items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible. This subsection (c) is intended to constitute a "qualified income offset" under Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year or other applicable period shall be allocated to the Partners in accordance with their proportionate ownership of Common Units other than Common Units issued on a redemption or conversion of SCUs, S-SCUs, or L-SCUs. (e) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any fiscal year or other applicable period shall be specially allocated to the Partner that bears the economic risk of loss for the debt (i.e., the Partner Nonrecourse Debt) in respect of which such Partner Nonrecourse Deductions are attributable (as determined under Regulation Sections 1.704-2(b)(4) and (i)(1)). (f) Curative Allocations. The Regulatory Allocations (as defined below) shall be taken into account in allocating other items of income (including Gross Income), gain, loss, and deduction among the Partners so that, to the extent possible, the cumulative net amount of allocations of Partnership Items under Sections 1 and 2 of this Exhibit C shall be equal to the net amount that would have been allocated to each Partner if the Regulatory Allocations had not occurred. To the extent that there is an allocation under Section 2(a) or (b) hereof of Partnership income or gain to a holder of SCUs, S-SCUs, or L-SCUs or Common units issued on a redemption or conversion of SCUs, S-SCUs, or L-SCUs, there will be a correspondingly smaller allocation of Gross Income to such holder under Section 1(a)(iii) or l(b)(iii) hereof. This subsection (f) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Regulatory Allocations and shall be interpreted in a manner consistent therewith. For purposes hereof, "Regulatory Allocations" shall mean the allocations provided under this Section 2. 3. 3. Tax Allocations. (a) Generally. Subject to subsections (b) and (c) hereof, items of income, gain, loss, deduction and credit to be allocated for income tax purposes (collectively, "Tax Items") shall be allocated among the Partners on the same basis as their respective book items. (b) Sections 1245/1250 Recapture. If any portion of gain from the sale of property is treated as gain which is ordinary income by virtue of the application of Code Section 1245 or 1250 ("Affected Gain"), then (A) such Affected Gain shall be allocated among the Partners in the same proportion that the depreciation and amortization deductions giving rise to the Affected Gain were allocated and (B) other Tax Items of gain of the same character that would have been recognized, but for the application of Code Section 1245 and/or 1250, shall be allocated away from those Partners who are allocated Affected Gain pursuant to subsection (A) so that, to the extent possible, the other Partners are allocated the same amount, and type, of capital gain that would have been allocated to them had Code Section 1245 and/or 1250 not applied. For purposes 19

hereof, in order to determine the proportionate allocations of depreciation and amortization deductions for each fiscal year or other applicable period, such deductions shall be deemed allocated on the same basis as Net Income and Net Loss for such respective period. (c) Allocations Respecting Section 704(c) and Revaluations: Curative Allocations Resulting from the Ceiling Rule. Notwithstanding subsection (b) hereof, Tax Items with respect to Partnership property that is subject to Code Section 704(c) and/or Regulation Section 1.704-1(b)(2)(iv)(f) (collectively, `Section 704(c) Tax Items") shall be allocated in accordance with said Code section and/or Regulation Section 1.704-1(b)(4)(i), as the case may be. The allocation of Tax Items shall be subject to the ceiling rule stated in Regulation Section 1.704-1(c) and Regulation Section 1.704-3, except that with respect to the properties contributed to the Partnership (the "Jacobs Properties") pursuant to the Master Contribution Agreement dated September 25, 2000 among Jacobs Realty Investors Limited Partnership, CBL & Associates Properties, Inc., CBL & Associates Limited Partnership and others (as amended, the "Master Contribution Agreement'), the property ( "Monroeville Mall") contributed to the

hereof, in order to determine the proportionate allocations of depreciation and amortization deductions for each fiscal year or other applicable period, such deductions shall be deemed allocated on the same basis as Net Income and Net Loss for such respective period. (c) Allocations Respecting Section 704(c) and Revaluations: Curative Allocations Resulting from the Ceiling Rule. Notwithstanding subsection (b) hereof, Tax Items with respect to Partnership property that is subject to Code Section 704(c) and/or Regulation Section 1.704-1(b)(2)(iv)(f) (collectively, `Section 704(c) Tax Items") shall be allocated in accordance with said Code section and/or Regulation Section 1.704-1(b)(4)(i), as the case may be. The allocation of Tax Items shall be subject to the ceiling rule stated in Regulation Section 1.704-1(c) and Regulation Section 1.704-3, except that with respect to the properties contributed to the Partnership (the "Jacobs Properties") pursuant to the Master Contribution Agreement dated September 25, 2000 among Jacobs Realty Investors Limited Partnership, CBL & Associates Properties, Inc., CBL & Associates Limited Partnership and others (as amended, the "Master Contribution Agreement'), the property ( "Monroeville Mall") contributed to the Partnership pursuant to the Contribution and Exchange Agreement for Monroeville Mall and the property ( "Laurel Park Place") contributed to the Partnership pursuant to the Contribution and Exchange Agreement for Laurel Park Place, curative allocations of gain recognized on a disposition of a direct or indirect interest in a Jacobs Property, the Monroeville Mall or Laurel Park Place may be made to the extent permitted in Regulation Section 1.704-3(c). The Partnership shall allocate items of income, gain, loss and deduction allocated to it by a Property Partnership to the Partner or Partners contributing the interest or interests in such Property Partnership, so that, to the greatest extent possible, such contributing Partner or Partners are allocated the same amount and character of items of income, gain, loss and deduction with respect to such Property Partnership that they would have been allocated had they contributed undivided interests in the assets owned by such Property Partnership to the Partnership in lieu of contributing the interest or interests in the Property Partnership to the Partnership. Notwithstanding the above, with respect to property contributed to the Partnership after the date hereof, such Section 704(c) Tax Items may be allocated under such method selected by the General Partner that is consistent with the Section 704(c) Regulations. 4. 4. Certain Allocations of Depreciation and Loss. Notwithstanding anything in this Exhibit C to the contrary, depreciation, amortization, gain and loss attributable to an adjustment under Section 743 or Section 734 of the Code of the federal income tax basis of Partnership assets (including adjustments made prior to or after the contribution of the relevant assets or indirect interests therein to the Partnership) shall be allocated to the direct or indirect partner, or such partner's successor or assign, whose death or acquisition of a direct or indirect interest gave rise to the adjustments, except to the extent such allocations would not be valid as a result of a change in tax law occurring after the date of the Master Contribution Agreement. 20

4.5 Clarification Regarding L-SCUs' Conversion to Common Units. Throughout this Exhibit C, reference is made to "L-SCUs or Common Units received on a conversion or redemption of such L-SCUs" or words to similar effect. The terms and rights of the L-SCUs are set forth on Exhibit J of the Partnership Agreement and such rights do not include the right on the part of the holder of L-SCUs to convert such L-SCUs to Common Units in all circumstances. However, circumstances may arise where holders of L-SCUs receive Common Units in exchange for or in redemption of L-SCUs, i.e., on a Recapitalization Transaction as defined in Exhibit J. The references to L-SCUs being converted to Common Units or Common Units being received in redemption of L-SCUs as set forth above shall not be construed as amending, reducing, expanding or otherwise changing the terms and rights of the L-SCUs as set forth on Exhibit J. 21

Attachment 4 EXHIBIT J TERMS OF SERIES L SPECIAL COMMON UNITS OF

4.5 Clarification Regarding L-SCUs' Conversion to Common Units. Throughout this Exhibit C, reference is made to "L-SCUs or Common Units received on a conversion or redemption of such L-SCUs" or words to similar effect. The terms and rights of the L-SCUs are set forth on Exhibit J of the Partnership Agreement and such rights do not include the right on the part of the holder of L-SCUs to convert such L-SCUs to Common Units in all circumstances. However, circumstances may arise where holders of L-SCUs receive Common Units in exchange for or in redemption of L-SCUs, i.e., on a Recapitalization Transaction as defined in Exhibit J. The references to L-SCUs being converted to Common Units or Common Units being received in redemption of L-SCUs as set forth above shall not be construed as amending, reducing, expanding or otherwise changing the terms and rights of the L-SCUs as set forth on Exhibit J. 21

Attachment 4 EXHIBIT J TERMS OF SERIES L SPECIAL COMMON UNITS OF CBL & ASSOCIATES LIMITED PARTNERSHIP (the "Operating Partnership") Pursuant to Article 4.4 of the Second Amended and Restated Partnership Agreement of the Operating Partnership WHEREAS, Article 4.4 of the Second Amended and Restated Partnership Agreement of the Operating Partnership (as amended through June 1, 2005, and as the same may hereafter be amended as permitted therein and herein, the "Partnership Agreement") grants CBL Holdings I, Inc., the general partner of the Operating Partnership (the "General Partner"), authority to cause the Operating Partnership to issue interests in the Operating Partnership to persons other than the General Partner in one or more classes or series, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as may be determined by the General Partner in its sole and absolute discretion. (For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Partnership Agreement.) WHEREAS, the Company (as defined in the Partnership Agreement) has declared a stock dividend of one share of Common Stock for each outstanding share of Common Stock and has set the record date for such stock dividend as June 1, 2005 and a payment date of June 15, 2005 (the "6/15/05 Stock Split"). NOW THEREFORE, the General Partner hereby designates a series of priority units and fixes the designations, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of such units, as follows: 1. Designation and Amount. The units of such series shall be designated "Series L Special Common Units" (the "L-SCUs") and the number of units constituting such series shall initially be 285,850 (and shall be 571,700 after the 6/15/05 Stock Split). The rights and obligations of the L-SCUs shall be as set forth herein (to the extent not inconsistent with the Partnership Agreement) and in the Partnership Agreement. The Operating Partnership may not issue any additional L-SCUs unless (i) the issuance is required to deliver additional consideration as required by the terms of the Contribution Agreement, dated as of March 18, 2005, among Newburgh/Six Mile Limited Partnership, Schostak Laurel Park Retail Holding LLC and the Operating Partnership (the "Contribution Agreement") or (ii) it has 22

Attachment 4 EXHIBIT J TERMS OF SERIES L SPECIAL COMMON UNITS OF CBL & ASSOCIATES LIMITED PARTNERSHIP (the "Operating Partnership") Pursuant to Article 4.4 of the Second Amended and Restated Partnership Agreement of the Operating Partnership WHEREAS, Article 4.4 of the Second Amended and Restated Partnership Agreement of the Operating Partnership (as amended through June 1, 2005, and as the same may hereafter be amended as permitted therein and herein, the "Partnership Agreement") grants CBL Holdings I, Inc., the general partner of the Operating Partnership (the "General Partner"), authority to cause the Operating Partnership to issue interests in the Operating Partnership to persons other than the General Partner in one or more classes or series, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as may be determined by the General Partner in its sole and absolute discretion. (For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Partnership Agreement.) WHEREAS, the Company (as defined in the Partnership Agreement) has declared a stock dividend of one share of Common Stock for each outstanding share of Common Stock and has set the record date for such stock dividend as June 1, 2005 and a payment date of June 15, 2005 (the "6/15/05 Stock Split"). NOW THEREFORE, the General Partner hereby designates a series of priority units and fixes the designations, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of such units, as follows: 1. Designation and Amount. The units of such series shall be designated "Series L Special Common Units" (the "L-SCUs") and the number of units constituting such series shall initially be 285,850 (and shall be 571,700 after the 6/15/05 Stock Split). The rights and obligations of the L-SCUs shall be as set forth herein (to the extent not inconsistent with the Partnership Agreement) and in the Partnership Agreement. The Operating Partnership may not issue any additional L-SCUs unless (i) the issuance is required to deliver additional consideration as required by the terms of the Contribution Agreement, dated as of March 18, 2005, among Newburgh/Six Mile Limited Partnership, Schostak Laurel Park Retail Holding LLC and the Operating Partnership (the "Contribution Agreement") or (ii) it has 22

obtained the prior written consent of the holders of record of a majority of the outstanding L-SCUs ("Majority Holders"). Nothing in the foregoing shall be deemed to limit the right and power of the General Partner to cause the Operating Partnership to designate and issue additional L-SCUs, designate and issues other series of units, and/or designate and issue other securities to the fullest extent permitted under the terms of the Partnership Agreement and this Exhibit J. 2. Distribution Rights. (a) Holders of L-SCUs shall be entitled to receive distributions with respect to the L-SCUs in the manner and to the fullest extent set forth in the Partnership Agreement. (b) L-SCU Basic Distribution Amount. Until the earlier to occur of (i) June 1, 2020 or (ii) the date upon which the L-SCU Threshold is met, holders of the L-SCUs shall be entitled to receive distributions equal to the L-SCU

obtained the prior written consent of the holders of record of a majority of the outstanding L-SCUs ("Majority Holders"). Nothing in the foregoing shall be deemed to limit the right and power of the General Partner to cause the Operating Partnership to designate and issue additional L-SCUs, designate and issues other series of units, and/or designate and issue other securities to the fullest extent permitted under the terms of the Partnership Agreement and this Exhibit J. 2. Distribution Rights. (a) Holders of L-SCUs shall be entitled to receive distributions with respect to the L-SCUs in the manner and to the fullest extent set forth in the Partnership Agreement. (b) L-SCU Basic Distribution Amount. Until the earlier to occur of (i) June 1, 2020 or (ii) the date upon which the L-SCU Threshold is met, holders of the L-SCUs shall be entitled to receive distributions equal to the L-SCU Basic Distribution Amount as provided in Section 6.2(c)(ii) of the Partnership Agreement. The foregoing amounts shall be adjusted to reflect any splits, reverse splits, distributions of Common Units or similar adjustments to the amount of the Operating Partnership's outstanding Common Units. (c) Additional Distributions. Until the earlier to occur of (i) June 1, 2020 or (ii) the date upon which the L-SCU Threshold is met, Holders of L-SCUs shall be entitled to receive additional quarterly distributions with respect to the L-SCUs in the event that the quarterly distributions to the holders of Common Units exceed the L-SCU Basic Distribution Amount on a per unit basis with such additional distribution to the holders of L-SCUs to be in the amount of such excess (the "Additional Distributions") and such Additional Distribution shall be payable in the same manner as distributions are made to holders of Common Units. (d) Distribution Procedures. Distributions with respect to the L-SCUs shall be payable quarterly on the dates designated by the General Partner for the payment of distributions to the holders of Common Units. Any distribution payable on the L-SCUs for the quarter in which the L-SCUs are first issued will be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Distributions will be payable to holders of record of the L-SCUs as they appear in the records of the Operating Partnership at the close of business on the applicable record date, which shall be the record date designated by the General Partner for the payment of distributions for such quarter to the holders of Common Units. (e) L-SCU Distribution Threshold and Conversion to Distribution Rights of Common Units. At the earlier to occur of (i) such time as the holders of Common Units have received distributions that have equaled or exceeded the L-SCU Basic Distribution Amount payable to holders of L-SCUs for each of four consecutive calendar quarters (the "L-SCU Threshold"); or (ii) June 1, 2020, then the distribution rights of holders of all L-SCUs shall be converted to the distribution rights of holders of Common Units and there shall be no further distinction between the distribution rights attributable to L-SCUs and the distribution rights attributable to Common Units. Specifically and by way of clarification, upon the occurrence of the events set forth in this Paragraph 2(e), there shall be no further priority distributions paid or payable to the holders of L-SCUs pursuant to Section 6.2(c ) of the Partnership Agreement and each holder of L-SCUs shall automatically thereupon be deemed to hold the distribution rights attributable to Common Units in the same per unit amount as such holder holds LSCUs. Following a conversion of distribution rights, all other rights attributable to L-SCUs shall remain as stated in this Exhibit J. 23

(f) At such time, if any, as there is any distribution shortfall as described in Section 6.2(c)(iii) of the Partnership Agreement, none of the Operating Partnership, the General Partner or the REIT will redeem, purchase or otherwise acquire for any consideration (or any moneys be paid to or made available for any sinking fund for the redemption of any such units) any Common Units or any other units of interest in the Partnership by their terms ranking junior as to distributions to the rights of the L-SCUs (except by conversion into or exchange for shares of Common Stock of the REIT or other units of the Operating Partnership ranking junior to the L-SCUs as to distributions). (g) Distributions with respect to the L-SCUs are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation 1.707-4 and the provisions of this Exhibit J

(f) At such time, if any, as there is any distribution shortfall as described in Section 6.2(c)(iii) of the Partnership Agreement, none of the Operating Partnership, the General Partner or the REIT will redeem, purchase or otherwise acquire for any consideration (or any moneys be paid to or made available for any sinking fund for the redemption of any such units) any Common Units or any other units of interest in the Partnership by their terms ranking junior as to distributions to the rights of the L-SCUs (except by conversion into or exchange for shares of Common Stock of the REIT or other units of the Operating Partnership ranking junior to the L-SCUs as to distributions). (g) Distributions with respect to the L-SCUs are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation 1.707-4 and the provisions of this Exhibit J shall be construed and applied consistent with such Treasury Regulations. 3. Rights of L-SCU Holders. (a) So long as any L-SCUs remain outstanding, the Operating Partnership shall not, without the affirmative vote or consent of the holders of two-thirds of the L-SCUs outstanding at the time, given in person or by proxy, either in writing or at a meeting (such series voting as a class): (i) undertake, consent to, or otherwise participate or acquiesce to any recapitalization transaction (including, without limitation, an initial public offering, a merger, consolidation, other business combination, exchange, selftender offer for all or substantially all of the Common Units, or sale or other disposition of all or substantially all of the Operating Partnership's assets)(each of the foregoing being herein referred to as a "Recapitalization Transaction") unless in connection with such Recapitalization Transaction, (x) either each L-SCU outstanding prior to the Recapitalization Transaction will (A) remain outstanding following the consummation of such Recapitalization Transaction without any amendment to the rights and obligation of the holders of the L-SCUs that is materially adverse to the holders of L-SCUs (as reasonably determined by the Board of Directors of the Company) or (B) be converted into or exchanged for securities of the surviving entity having preferences, conversion and other rights, voting powers, restrictions, distribution rights and terms and conditions of redemption thereof materially no less favorable than those of an L-SCU holder under this Exhibit J and the Partnership Agreement (as reasonably determined by the Board of Directors of the Company), and (y) each holder of LSCUs shall have the option to convert its L-SCUs into the amount and type of consideration and/or securities receivable by a holder of the same number of Common Units as such holder of L-SCUs; (ii) amend, alter or repeal the provisions of this Exhibit J or Section 6.2(b) of the Partnership Agreement, the provisions of Sections 9.2(a) or 9.2(d) as they apply to holders of L-SCUs or the provisions of Section 9.2(c), in each case whether by merger, consolidation or otherwise, in a manner adverse to the holders of the L-SCUs (as reasonably determined by the Board of Directors of the Company); or 24

(iii) otherwise amend, alter or repeal the provisions of the Partnership Agreement in a manner that would adversely affect in any material respect the holders of the L-SCUs disproportionately with respect to the rights of the holders of the Common Units (as reasonably determined by the Board of Directors of the Company); it being understood that nothing in this Exhibit J shall be deemed to limit the right of the Operating Partnership to issue securities to holders of any interests in the Operating Partnership that rank on a parity with or prior to the LSCUs with respect to distribution rights and rights upon dissolution, liquidation or winding-up of the Operating Partnership or to amend, alter or repeal the terms of any such securities. (b) Unless specifically set forth in this Exhibit J, holders of L-SCUs shall have each and every right, privilege and entitlement as holders of Common Units, including but not limited to voting rights, i.e., each holder of one L-SCU shall have the same voting rights as a holder of one Common Unit and the holders of the L-SCUs shall have the right to vote with the holders of Common Units, as a single class, on any matter on which the holders of Common Units are entitled to vote. Unless specifically set forth in this Exhibit J or in the Partnership Agreement, holders of L-SCUs do not have rights that are superior or that take priority over the rights of holders of Common Units. If and to the extent the Operating Partnership may issue to all holders of Common Units additional rights, options, warrants or convertible or exchangeable securities entitling such holders to subscribe for or purchase additional Common Units, or any other securities or property of the Operating Partnership, then such additional rights shall

(iii) otherwise amend, alter or repeal the provisions of the Partnership Agreement in a manner that would adversely affect in any material respect the holders of the L-SCUs disproportionately with respect to the rights of the holders of the Common Units (as reasonably determined by the Board of Directors of the Company); it being understood that nothing in this Exhibit J shall be deemed to limit the right of the Operating Partnership to issue securities to holders of any interests in the Operating Partnership that rank on a parity with or prior to the LSCUs with respect to distribution rights and rights upon dissolution, liquidation or winding-up of the Operating Partnership or to amend, alter or repeal the terms of any such securities. (b) Unless specifically set forth in this Exhibit J, holders of L-SCUs shall have each and every right, privilege and entitlement as holders of Common Units, including but not limited to voting rights, i.e., each holder of one L-SCU shall have the same voting rights as a holder of one Common Unit and the holders of the L-SCUs shall have the right to vote with the holders of Common Units, as a single class, on any matter on which the holders of Common Units are entitled to vote. Unless specifically set forth in this Exhibit J or in the Partnership Agreement, holders of L-SCUs do not have rights that are superior or that take priority over the rights of holders of Common Units. If and to the extent the Operating Partnership may issue to all holders of Common Units additional rights, options, warrants or convertible or exchangeable securities entitling such holders to subscribe for or purchase additional Common Units, or any other securities or property of the Operating Partnership, then such additional rights shall automatically be issued to all holders of L-SCUs such that the holders of L-SCUs shall at all times (except as specifically set forth in this Exhibit J) have the rights, privileges and entitlements of holders of Common Units. Holders of L-SCUs shall have the rights set forth in that certain Registration Rights Agreement dated June 1, 2005 between the holders and the Company (the "Rights Agreement"). 4. Exchange. (a) At any time following the issuance of the L-SCUs, subject to the remainder of this Paragraph 4, a holder of L-SCUs shall have the right (the "Series L Exchange Right") to exchange all or any portion of such holder's LSCU's (the "Series L Offered Units") for Exchange Consideration (as defined below), subject to the limitations contained in Paragraphs 4(c) and 4(d) below. Any such Series L Exchange Right shall be exercised pursuant to an exchange notice comparable to the Exchange Notice required under Exhibit D to the Partnership Agreement (such notice, a "Series L Exchange Notice") delivered, at the election of the holder exercising the Series L Exchange Right (the "Series L Exercising Holder"), to the Company or to the Operating Partnership, by the Series L Exercising Holder. (b) The exchange consideration (the "Series L Exchange Consideration") payable by the Company or the Operating Partnership, as applicable, to each Series L Exercising Holder shall be equal to the product of (x) the Common Stock Amount with respect to the Series L Offered Units multiplied by (y) the Current Per Share Market Price, each computed as of the date on which the Series L Exchange Notice was delivered to the Company. In connection with a Series L Exchange Notice delivered to the Company, the Series L Exchange Consideration shall, in the sole and absolute discretion of the Company, be paid in the form of (A) cash, or cashier's or certified check, or by wire transfer of immediately 25

available funds to the Series L Exercising Holder's designated account or (B) subject to the applicable Ownership Limit, by the issuance by the Company of a number of shares of its Common Stock equal to the Common Stock Amount with respect to the Series L Offered Units or (C) subject to the applicable Ownership Limit, any combination of cash and Common Stock (valued at the Current Per Share Market Price). In addition to the Series L Exchange Consideration, concurrently with any exchange pursuant to this Paragraph 4, the Operating Partnership shall pay the Series L Exercising Holder cash in an amount equal to any distribution shortfall described in Section 6.2(b)(i) of the Partnership Agreement with respect to the Series L Offered Units outstanding on the date of the Exchange. (c) Notwithstanding anything herein to the contrary, any Series L Exchange Right with respect to the Company may only be exercised to the extent that, upon exercise of the Series L Exchange Right, assuming payment by the Company of the Series L Exchange Consideration in shares of Common Stock, the Series L Exercising Holder will not, on a cumulative basis, Beneficially Own or Constructively Own shares of Common Stock, including shares of Common Stock to be issued upon exercise of the Series L Exchange Right, in excess of the applicable Ownership Limit. If a Series L Exchange Notice is delivered to the Company but, as a result of the applicable

available funds to the Series L Exercising Holder's designated account or (B) subject to the applicable Ownership Limit, by the issuance by the Company of a number of shares of its Common Stock equal to the Common Stock Amount with respect to the Series L Offered Units or (C) subject to the applicable Ownership Limit, any combination of cash and Common Stock (valued at the Current Per Share Market Price). In addition to the Series L Exchange Consideration, concurrently with any exchange pursuant to this Paragraph 4, the Operating Partnership shall pay the Series L Exercising Holder cash in an amount equal to any distribution shortfall described in Section 6.2(b)(i) of the Partnership Agreement with respect to the Series L Offered Units outstanding on the date of the Exchange. (c) Notwithstanding anything herein to the contrary, any Series L Exchange Right with respect to the Company may only be exercised to the extent that, upon exercise of the Series L Exchange Right, assuming payment by the Company of the Series L Exchange Consideration in shares of Common Stock, the Series L Exercising Holder will not, on a cumulative basis, Beneficially Own or Constructively Own shares of Common Stock, including shares of Common Stock to be issued upon exercise of the Series L Exchange Right, in excess of the applicable Ownership Limit. If a Series L Exchange Notice is delivered to the Company but, as a result of the applicable Ownership Limit or as a result of restrictions contained in the certificate of incorporation of the Company, the Series L Exchange Right cannot be exercised in full as aforesaid, the Series L Exchange Notice shall be deemed to be modified to provide that the Series L Exchange Right shall be exercised only to the extent permitted under the applicable Ownership Limit under the certificate of incorporation of the Company, and the Series L Exchange Notice with respect to the remainder of such Series L Exchange Right shall be deemed to have been withdrawn. (d) Series L Exchange Rights may be exercised at any time after the date set forth in Paragraph 4(a) above and from time to time, provided, however, that, except with the prior written consent of the General Partner, (x) only one (1) Series L Exchange Notice may be delivered to either the Company or the Operating Partnership by all holders of L-SCUs during any consecutive twelve (12) month period; and (y) no Series L Exchange Notice may be delivered with respect to L-SCUs either (A) having a value of less than $3,000,000 calculated by multiplying the Common Stock Amount with respect to such L-SCUs by the Current Per Share Market Price or (B) if the holders of all of the then-outstanding L-SCUs do not own L-SCUs having a value of $3,000,000 or more as calculated in (A) above, constituting less than all of the L-SCUs owned by such holders as a group. (e) Within thirty (30) days after receipt by the Company or the Operating Partnership of any Series L Exchange Notice delivered in accordance with the requirements of Paragraph 4(a) hereof, the Company or the Operating Partnership, as applicable, shall deliver to the Series L Exercising Holder a notice (a "Series L Election Notice"), which Series L Election Notice shall set forth the computation of the Series L Exchange Consideration and, in the case of a Series L Election Notice delivered by the Company, shall specify the form of the Series L Exchange Consideration (which shall be in accordance with Paragraph 4(b) hereof), to be paid by the Company or the Operating Partnership, as applicable to such Series L Exercising Holder and the date, time and location for completion of the purchase and sale of the Series L Offered Units, which date shall, to the extent required, in no event be more than (A) in the case of 26

Series L Offered Units with respect to which the Company has elected to pay the Series L Exchange Consideration by issuance of shares of Common Stock, ten (10) days after the delivery by the Company or the Operating Partnership, as applicable, of the Series L Election Notice for the Series L Offered Units or (B) in the case of Series L Offered Units with respect to which the Company has elected to pay the Series L Exchange Consideration in cash, sixty (60) days after the initial date of receipt by the Company of the Series L Exchange Notice for such Series L Offered Units; provided, however, that such sixty (60) day period may be extended for an additional sixty (60) day period to the extent required for the Company to cause additional shares of its Common Stock to be issued to provide financing to be used to acquire the Series L Offered Units. Notwithstanding the foregoing, each of the Company and the Operating Partnership agrees to use its reasonable efforts to cause the closing of the exchange hereunder to occur as quickly as possible. If the Company or the Operating Partnership, as applicable, has delivered a Series L Election Notice to the Series L Exercising Holder with respect to a Series L Exchange Notice, the Series L Exchange Notice may not be withdrawn or modified by the Series L Exercising Holder (except to the extent of any deemed modification required by

Series L Offered Units with respect to which the Company has elected to pay the Series L Exchange Consideration by issuance of shares of Common Stock, ten (10) days after the delivery by the Company or the Operating Partnership, as applicable, of the Series L Election Notice for the Series L Offered Units or (B) in the case of Series L Offered Units with respect to which the Company has elected to pay the Series L Exchange Consideration in cash, sixty (60) days after the initial date of receipt by the Company of the Series L Exchange Notice for such Series L Offered Units; provided, however, that such sixty (60) day period may be extended for an additional sixty (60) day period to the extent required for the Company to cause additional shares of its Common Stock to be issued to provide financing to be used to acquire the Series L Offered Units. Notwithstanding the foregoing, each of the Company and the Operating Partnership agrees to use its reasonable efforts to cause the closing of the exchange hereunder to occur as quickly as possible. If the Company or the Operating Partnership, as applicable, has delivered a Series L Election Notice to the Series L Exercising Holder with respect to a Series L Exchange Notice, the Series L Exchange Notice may not be withdrawn or modified by the Series L Exercising Holder (except to the extent of any deemed modification required by Section 4(c) above) without the consent of the General Partner. Similarly, if the Company or the Operating Partnership delivers a Series L Election Notice to a Series L Exercising Holder, the Company or the Operating Partnership, as applicable, may not modify the Series L Election Notice without the consent of the Series L Exercising Holder. (f) At the closing of the purchase and sale of Series L Offered Units, payment of the Series L Exchange Consideration shall be accompanied by proper instruments of transfer and assignment and by the delivery of (i) representations and warranties of (A) the Series L Exercising Holder with respect to (x) the Series L Exercising Holder's due authority to sell all of the right, title and interest in and to such Series L Offered Units to the Company or the Operating Partnership, as applicable, (y) the status of the Series L Offered Units being sold, free and clear of all Liens and (z) the Series L Exercising Holder's intent to acquire the Common Stock for investment purposes and not for distribution, and (B) the Company or the Operating Partnership, as applicable, with respect to due authority of the Company or the Operating Partnership, as applicable, for the purchase of such Series L Offered Units, and (ii) to the extent that any shares of Common Stock are issued in payment of the Series L Exchange Consideration or any portion thereof, (A) an opinion of counsel for the Company or the Operating Partnership, as applicable, reasonably satisfactory to the Series L Exercising, to the effect that (I) such shares of Common Stock have been duly authorized, are validly issued, fully-paid and non-assessable and (II) if shares of Common Stock are issued, that the issuance of such shares will not violate the applicable Ownership Limit, and (B) a stock certificate or certificates evidencing the shares of Common Stock to be issued and registered in the name of the Series L Exercising Holder or its designee, with an appropriate legend reflecting that such shares or units are not registered under the Securities Act of 1933, as amended, and may not be offered or sold unless registered pursuant to the provisions of such act or an exemption therefrom is available as confirmed by an opinion of counsel satisfactory to the Company or the Operating Partnership. (g) To facilitate the Company's ability to fully perform its obligations hereunder, the Company covenants and agrees, for the benefit of the holders from time to time of L-SCUs, as follows: 27

(i) At all times during the pendency of the Series L Exchange Rights, the Company shall reserve for issuance such number of shares of Common Stock as may be necessary to enable the Company to issue such shares in full payment of the Series L Exchange Consideration in regard to all L-SCUs which are from time to time outstanding; (ii) As long as the Company shall be obligated to file periodic reports under the Exchange Act, the Company will timely file such reports in such manner as shall enable any recipient of Common Stock issued to holders of LSCUs hereunder in reliance upon an exemption from registration under the Securities Act to continue to be eligible to utilize Rule 144 promulgated by the SEC pursuant to the Securities Act, or any successor rule or regulation or statute thereunder, for the resale thereof; (iii) Each holder of L-SCUs, upon request, shall be entitled to receive from the Operating Partnership in a timely manner all reports filed by the Company with the SEC and all other communications transmitted from time to time by the Company to its shareholders generally; and

(i) At all times during the pendency of the Series L Exchange Rights, the Company shall reserve for issuance such number of shares of Common Stock as may be necessary to enable the Company to issue such shares in full payment of the Series L Exchange Consideration in regard to all L-SCUs which are from time to time outstanding; (ii) As long as the Company shall be obligated to file periodic reports under the Exchange Act, the Company will timely file such reports in such manner as shall enable any recipient of Common Stock issued to holders of LSCUs hereunder in reliance upon an exemption from registration under the Securities Act to continue to be eligible to utilize Rule 144 promulgated by the SEC pursuant to the Securities Act, or any successor rule or regulation or statute thereunder, for the resale thereof; (iii) Each holder of L-SCUs, upon request, shall be entitled to receive from the Operating Partnership in a timely manner all reports filed by the Company with the SEC and all other communications transmitted from time to time by the Company to its shareholders generally; and (iv) Other than as contemplated under the terms of the Rights Agreement, issuances of stock pursuant to the Company's dividend reinvestment plan (as described in the Company's prospectus dated June 12, 2001) or any customary dividend reinvestment plan adopted by the Company after that date and other than the issuance of deferred stock awards or the grant of stock options to officers, directors and employees of the Company, the Company shall not issue or sell any shares of Common Stock or other equity securities or any instrument convertible into any equity security for a consideration less than the fair value of such Common Stock or other equity security, as determined in each case by the Board of Directors of the Company in its sole discretion, and under no circumstances shall the Company declare any stock dividend, stock split, stock distribution or the like, unless fair and equitable arrangements are provided, to the extent necessary, to fully adjust, and to avoid any dilution in, the rights of holders of the L-SCUs under this Exhibit J and the Partnership Agreement (as reasonably determined by the Board of Directors of the Company). The provisions of this clause (iv) of Paragraph 4(g) shall not prohibit the Company from issuing shares of its Common Stock or other equity securities or any instrument convertible into any equity security in lieu of a cash dividend declared by the Company. (h) All Series L Offered Units tendered to the Company or to the Operating Partnership, as applicable, in accordance with the exercise of Series L Exchange Rights shall be delivered to the Company or to the Operating Partnership, as applicable, free and clear of all Liens and should any Liens exist or arise with respect to such Units, the Company or the Operating Partnership, as applicable, shall be under no obligation to acquire the same unless, in connection with such acquisition, the Company or the Operating Partnership, as applicable, has elected to pay such portion of the Series L Exchange Consideration in the form of cash consideration in circumstances where such consideration will be sufficient to cause such existing Lien to be discharged in full upon application of all or a part of such consideration, and the Company or the Operating Partnership, as applicable, is expressly authorized to apply such portion of the Series L Exchange Consideration as may be necessary to satisfy any indebtedness in full and to discharge such Lien in full. In the event any state or local property transfer tax is payable as a result of the transfer of Series L Offered Units to the Company, the transferring holder thereof shall assume and pay such transfer tax. 28

(i) Subject to the restrictions on transfer set forth in the Partnership Agreement and in Paragraph 5 hereof, the Assignee of any holder of L-SCUs may exercise the rights of such holder of L-SCUs pursuant to this Paragraph 4, and such holder of L-SCUs shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such holder's Assignee. In connection with any exercise of such rights by such Assignee on behalf of such holder, the Series L Exchange Consideration shall be paid by the Company or the Operating Partnership, as applicable, directly to such Assignee and not to such holder. (j) In the event that the Company shall be a party to any transaction including, without limitation, a merger, consolidation or statutory share exchange with respect to the Common Stock, in each case as a result of which shares of Common Stock are converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), the Series L Exchange Consideration payable thereafter by the Company pursuant to clauses (B) and (C) of Paragraph 4(b) in lieu of a share of Common Stock shall be the kind and amount of shares of capital stock and other securities and property (including cash or any combination

(i) Subject to the restrictions on transfer set forth in the Partnership Agreement and in Paragraph 5 hereof, the Assignee of any holder of L-SCUs may exercise the rights of such holder of L-SCUs pursuant to this Paragraph 4, and such holder of L-SCUs shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such holder's Assignee. In connection with any exercise of such rights by such Assignee on behalf of such holder, the Series L Exchange Consideration shall be paid by the Company or the Operating Partnership, as applicable, directly to such Assignee and not to such holder. (j) In the event that the Company shall be a party to any transaction including, without limitation, a merger, consolidation or statutory share exchange with respect to the Common Stock, in each case as a result of which shares of Common Stock are converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), the Series L Exchange Consideration payable thereafter by the Company pursuant to clauses (B) and (C) of Paragraph 4(b) in lieu of a share of Common Stock shall be the kind and amount of shares of capital stock and other securities and property (including cash or any combination thereof) that was received upon consummation of such transaction in return for one share of Common Stock, and the Series L Exchange Consideration payable by the Operating Partnership pursuant to the last sentence of Paragraph 4(b) shall be adjusted accordingly. (k) As of the date hereof (i) the Conversion Factor is 1.0 and (ii) the Common Unit Conversion Factor is 1.0. 5. Restrictions on Transfer. (a) In addition to Transfers permitted pursuant to Article IX of the Partnership Agreement, but subject to Section 9.3 of the Partnership Agreement, the General Partner hereby consents to (i) an Approved Transfer of L-SCUs, and (ii) the admission of any transferee of a L-SCU pursuant to any Approved Transfer as a Substituted Limited Partner (and the conditions set forth in Section 9.2 of the Partnership Agreement for such admission will be deemed satisfied) upon the filing with the Operating Partnership of (A) a duly executed and acknowledged instrument of assignment between the transferor and the transferee specifying the L-SCUs being assigned, setting forth the intention of the transferor that such transferee succeed to the transferor's interest as a Limited Partner with respect to the L-SCUs being assigned and agreement of the transferee assuming all of the obligations of a Limited Partner under the Partnership Agreement with respect to such transferred L-SCUs accruing from and after the date of transfer, (B) a duly executed and acknowledged instrument by which the transferee confirms to the Operating Partnership that it accepts and adopts the provisions of the Partnership Agreement applicable to a Limited Partner and (C) any other instruments reasonably required by the General Partner and payment by the transferor of a transfer fee to the Operating Partnership sufficient to cover the reasonable expenses of the transfer, if any. 29

(b) For the purposes of this Paragraph 5, an "Approved Transfer" shall mean (i) any pledge by an initial holder of L-SCUs or any permitted transferee thereof to an institutional lender as security for a bona fide obligation of the holder, and any transfer to any such pledgee or any designee thereof or purchaser therefrom following a default in the obligation secured by such pledge; or (ii) any transfer by Schostak Laurel Park Retail Holdings LLC or its Affiliate to Jerome L. Schostak, Robert I. Schostak, David W. Schostak, Mark S. Schostak, Brothers Four LLC, Robert S. Sher, Stephen Duczynski, Michael Polsinelli, or to any trust for their benefit, provided however, that the aggregate number of holders of record of L-SCUs shall not, as a result of any such transfers, exceed eight (8). 6. Headings of Subdivisions. The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof. 7. Severability of Provisions.

(b) For the purposes of this Paragraph 5, an "Approved Transfer" shall mean (i) any pledge by an initial holder of L-SCUs or any permitted transferee thereof to an institutional lender as security for a bona fide obligation of the holder, and any transfer to any such pledgee or any designee thereof or purchaser therefrom following a default in the obligation secured by such pledge; or (ii) any transfer by Schostak Laurel Park Retail Holdings LLC or its Affiliate to Jerome L. Schostak, Robert I. Schostak, David W. Schostak, Mark S. Schostak, Brothers Four LLC, Robert S. Sher, Stephen Duczynski, Michael Polsinelli, or to any trust for their benefit, provided however, that the aggregate number of holders of record of L-SCUs shall not, as a result of any such transfers, exceed eight (8). 6. Headings of Subdivisions. The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof. 7. Severability of Provisions. If any rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the L-SCUs set forth in the Partnership Agreement and this Exhibit J are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other preferences or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of L-SCUs set forth in the Partnership Agreement which can be given effect without the invalid, unlawful or unenforceable provision thereof shall, nevertheless, remain in full force and effect and no rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the L-SCUs herein set forth shall be deemed dependent upon any other provision thereof unless so expressed therein. 8. No Preemptive Rights. No holder of L-SCUs shall be entitled to any preemptive rights to subscribe for or acquire any unissued units of the Operating Partnership (whether now or hereafter authorized) or securities of the Operating Partnership convertible into or carrying a right to subscribe to or acquire units of the Operating Partnership. [Signature on Next Page] 30

IN WITNESS WHEREOF, CBL Holdings I, Inc., solely in its capacity as the general partner of the Operating Partnership, has caused this Terms of Series L Special Common Units to be duly executed to be effective this 1st day of June, 2005. CBL HOLDINGS I, INC.
By: /s/ John N. Foy ----------------------------------Name: JOHN N. FOY Title: Vice Chairman of the Board and Chief Financial Officer

Acknowledged and Agreed: CBL & ASSOCIATES PROPERTIES, INC.
By: /s/ John N. Foy -----------------------------------------Name: JOHN N. FOY Title: Vice Chairman of the Board

IN WITNESS WHEREOF, CBL Holdings I, Inc., solely in its capacity as the general partner of the Operating Partnership, has caused this Terms of Series L Special Common Units to be duly executed to be effective this 1st day of June, 2005. CBL HOLDINGS I, INC.
By: /s/ John N. Foy ----------------------------------Name: JOHN N. FOY Title: Vice Chairman of the Board and Chief Financial Officer

Acknowledged and Agreed: CBL & ASSOCIATES PROPERTIES, INC.
By: /s/ John N. Foy -----------------------------------------Name: JOHN N. FOY Title: Vice Chairman of the Board and Chief Financial Officer

31

Attachment 1 to Exhibit J (Terms of L-SCUs) Original Holders and Record Holders
Original Holder Record Holder Number of L-SCUs ------------------------------------------- ------------------------------------- ----------------------Schostak Laurel Park Retail Holding LLC Same 285,850 (571,700 after 6/15/05 Stock Split)

Exhibit 10.7.6 Summary Description of May 9, 2005 Compensation Committee Action Confirming 2005 Executive Base Salary Levels On May 9, 2005, the Compensation Committee of CBL & Associates Properties, Inc. (the "Company") confirmed the following 2005 Base Salary levels for each of the Company's executive officers, including the following individuals who qualify as "named executive officers" (pursuant to Item 402(a)(3) of Securities and Exchange Commission Regulation S-K):
Name: ---------------------Charles B. Lebovitz Title: -----------------------------------------Chairman of the Board and Chief Executive Officer Vice Chairman of the Board, Chief Financial Officer and Treasurer Director, President and Secretary Senior Vice President and Director of Corporate Leasing Senior Vice President - Accounting and Controller 2005 Base Salary ----------------$542,526

John N. Foy

$466,320

Stephen D. Lebovitz Eric P. Snyder

$450,000 $426,000

Augustus N. Stephas

$436,600

Attachment 1 to Exhibit J (Terms of L-SCUs) Original Holders and Record Holders
Original Holder Record Holder Number of L-SCUs ------------------------------------------- ------------------------------------- ----------------------Schostak Laurel Park Retail Holding LLC Same 285,850 (571,700 after 6/15/05 Stock Split)

Exhibit 10.7.6 Summary Description of May 9, 2005 Compensation Committee Action Confirming 2005 Executive Base Salary Levels On May 9, 2005, the Compensation Committee of CBL & Associates Properties, Inc. (the "Company") confirmed the following 2005 Base Salary levels for each of the Company's executive officers, including the following individuals who qualify as "named executive officers" (pursuant to Item 402(a)(3) of Securities and Exchange Commission Regulation S-K):
Name: ---------------------Charles B. Lebovitz Title: -----------------------------------------Chairman of the Board and Chief Executive Officer Vice Chairman of the Board, Chief Financial Officer and Treasurer Director, President and Secretary Senior Vice President and Director of Corporate Leasing Senior Vice President - Accounting and Controller 2005 Base Salary ----------------$542,526

John N. Foy

$466,320

Stephen D. Lebovitz Eric P. Snyder

$450,000 $426,000

Augustus N. Stephas

$436,600

Each of Charles B. Lebovitz, John N. Foy and Stephen D. Lebovitz are parties to deferred compensation agreements issued under the Stock Incentive Plan, pursuant to which the amounts representing annual increases over their base salaries since 1995 are paid in quarterly installments in the form of the Company's Common Stock rather than cash.

Exhibit 10.7.7 Summary Description of May 9, 2005 Compensation Committee Action Approving 2005 Executive Bonus Opportunities On May 9, 2005, the Compensation Committee of CBL & Associates Properties, Inc. (the "Company") approved the criteria or matters pursuant to which designated Company executives will be eligible to earn bonuses for the 2005 fiscal year. The amount of the bonus paid to each executive will be based upon the successful continuation and/or completion of development, financing, leasing and re-leasing, temporary leasing, sponsorships, management, accounting, marketing, remodelings, expansions, peripheral property sales, acquisitions and joint ventures with respect to the Company and its properties identified by the Compensation Committee as being within each such executive's areas of responsibility. Three of the executives covered by these bonus criteria are "named executive officers" (pursuant to Item 402(a)(3) of Securities and Exchange Commission Regulation S-K). The potential bonuses that the Compensation Committee provided that such named executive officers could earn pursuant to the above-stated criteria or matters are as follows: John N. Foy - $575,000;

Exhibit 10.7.6 Summary Description of May 9, 2005 Compensation Committee Action Confirming 2005 Executive Base Salary Levels On May 9, 2005, the Compensation Committee of CBL & Associates Properties, Inc. (the "Company") confirmed the following 2005 Base Salary levels for each of the Company's executive officers, including the following individuals who qualify as "named executive officers" (pursuant to Item 402(a)(3) of Securities and Exchange Commission Regulation S-K):
Name: ---------------------Charles B. Lebovitz Title: -----------------------------------------Chairman of the Board and Chief Executive Officer Vice Chairman of the Board, Chief Financial Officer and Treasurer Director, President and Secretary Senior Vice President and Director of Corporate Leasing Senior Vice President - Accounting and Controller 2005 Base Salary ----------------$542,526

John N. Foy

$466,320

Stephen D. Lebovitz Eric P. Snyder

$450,000 $426,000

Augustus N. Stephas

$436,600

Each of Charles B. Lebovitz, John N. Foy and Stephen D. Lebovitz are parties to deferred compensation agreements issued under the Stock Incentive Plan, pursuant to which the amounts representing annual increases over their base salaries since 1995 are paid in quarterly installments in the form of the Company's Common Stock rather than cash.

Exhibit 10.7.7 Summary Description of May 9, 2005 Compensation Committee Action Approving 2005 Executive Bonus Opportunities On May 9, 2005, the Compensation Committee of CBL & Associates Properties, Inc. (the "Company") approved the criteria or matters pursuant to which designated Company executives will be eligible to earn bonuses for the 2005 fiscal year. The amount of the bonus paid to each executive will be based upon the successful continuation and/or completion of development, financing, leasing and re-leasing, temporary leasing, sponsorships, management, accounting, marketing, remodelings, expansions, peripheral property sales, acquisitions and joint ventures with respect to the Company and its properties identified by the Compensation Committee as being within each such executive's areas of responsibility. Three of the executives covered by these bonus criteria are "named executive officers" (pursuant to Item 402(a)(3) of Securities and Exchange Commission Regulation S-K). The potential bonuses that the Compensation Committee provided that such named executive officers could earn pursuant to the above-stated criteria or matters are as follows: John N. Foy - $575,000; Stephen D. Lebovitz - $575,000; and Eric P. Snyder - $300,000. The actual amount of any bonus payouts will be dependent on the successful continuation or completion of the projects or matters upon which each such officer's bonus is based, as well as the officer's continued employment with the Company at such time. In addition to the potential bonus levels approved as described above for certain officers, the Compensation Committee also approved a separate allocation of up to an aggregate of $1,000,000 to be available as bonus compensation for payment to three designated senior executives, with the actual bonuses for such officers to be determined during the fourth quarter of 2005 based upon the Compensation Committee's evaluation of such officers' performance during the year. Two of the officers for whom any fiscal 2005 bonuses will be determined pursuant to this method are named executive officers, Charles B. Lebovitz and Augustus N. Stephas. In the case of both of the bonus mechanisms described above for 2005, each officer who receives a bonus will have the option of electing whether to have his or her bonus paid in cash or in shares of the Company's Common

Exhibit 10.7.7 Summary Description of May 9, 2005 Compensation Committee Action Approving 2005 Executive Bonus Opportunities On May 9, 2005, the Compensation Committee of CBL & Associates Properties, Inc. (the "Company") approved the criteria or matters pursuant to which designated Company executives will be eligible to earn bonuses for the 2005 fiscal year. The amount of the bonus paid to each executive will be based upon the successful continuation and/or completion of development, financing, leasing and re-leasing, temporary leasing, sponsorships, management, accounting, marketing, remodelings, expansions, peripheral property sales, acquisitions and joint ventures with respect to the Company and its properties identified by the Compensation Committee as being within each such executive's areas of responsibility. Three of the executives covered by these bonus criteria are "named executive officers" (pursuant to Item 402(a)(3) of Securities and Exchange Commission Regulation S-K). The potential bonuses that the Compensation Committee provided that such named executive officers could earn pursuant to the above-stated criteria or matters are as follows: John N. Foy - $575,000; Stephen D. Lebovitz - $575,000; and Eric P. Snyder - $300,000. The actual amount of any bonus payouts will be dependent on the successful continuation or completion of the projects or matters upon which each such officer's bonus is based, as well as the officer's continued employment with the Company at such time. In addition to the potential bonus levels approved as described above for certain officers, the Compensation Committee also approved a separate allocation of up to an aggregate of $1,000,000 to be available as bonus compensation for payment to three designated senior executives, with the actual bonuses for such officers to be determined during the fourth quarter of 2005 based upon the Compensation Committee's evaluation of such officers' performance during the year. Two of the officers for whom any fiscal 2005 bonuses will be determined pursuant to this method are named executive officers, Charles B. Lebovitz and Augustus N. Stephas. In the case of both of the bonus mechanisms described above for 2005, each officer who receives a bonus will have the option of electing whether to have his or her bonus paid in cash or in shares of the Company's Common Stock pursuant to the terms of the Stock Incentive Plan. The number of shares issued with respect to any bonus that an officer elects to receive in the Company's Common Stock will be determined based on the market value of the Common Stock on the date when such bonus becomes payable.

Exhibit 10.21 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JG GULF COAST TOWN CENTER LLC BY AND BETWEEN JG GULF COAST MEMBER LLC, an Ohio limited liability company and CBL/GULF COAST, LLC, a Florida limited liability company Effective Date: April 27, 2005

TABLE OF CONTENTS OF

Exhibit 10.21 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JG GULF COAST TOWN CENTER LLC BY AND BETWEEN JG GULF COAST MEMBER LLC, an Ohio limited liability company and CBL/GULF COAST, LLC, a Florida limited liability company Effective Date: April 27, 2005

TABLE OF CONTENTS OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JG GULF COAST TOWN CENTER LLC BY AND BETWEEN JG GULF COAST MEMBER LLC AND CBL/GULF COAST, LLC (EFFECTIVE DATE APRIL 27, 2005 ARTICLE I DEFINITIONS.........................................................1 1.01 Definitions...........................................................1 1.02 Other Definitional Provisions........................................14 1.03 Statement as to Member's Approval/Voting Rights......................14 ARTICLE II FORMATION..........................................................15 2.01 Formation............................................................15 2.02 Name.................................................................15 2.03 Principal Place of Business..........................................15 2.04 Statutory Agent......................................................15 2.05 Term.................................................................15 ARTICLE III PURPOSE OF COMPANY; ADMISSION OF CBL; CAPITAL ACCOUNTS AND INTEREST/RETURN; FINANCING; OUTPARCEL VENTURE 15 3.01 General Business Purpose of the Company..............................15 3.02 Admission of CBL.....................................................15 3.03 Capital Accounts.....................................................16 3.04 Financing............................................................16 3.05 Outparcel Venture....................................................22 ARTICLE IV NAMES AND ADDRESSES OF MEMBERS....................................22

ARTICLE V GOVERNANCE..........................................................22 5.01 General Powers.......................................................22 5.02 Standard of Conduct..................................................23 5.03 Governance...........................................................23 ARTICLE VI SPECIFIC DUTIES OF MEMBERS........................................26 6.01 Managing Member......................................................27 6.02 JG's Specific Duties................................................27 6.03 Managing Member; CBL'S Specific Duties...............................28 6.04 Other Member's Participation in Development and Construction of the Project.....................................33 6.05 Construction Contract................................................33 6.06 Removal and Resignation..............................................33 6.07 Compensation.........................................................34

TABLE OF CONTENTS OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JG GULF COAST TOWN CENTER LLC BY AND BETWEEN JG GULF COAST MEMBER LLC AND CBL/GULF COAST, LLC (EFFECTIVE DATE APRIL 27, 2005 ARTICLE I DEFINITIONS.........................................................1 1.01 Definitions...........................................................1 1.02 Other Definitional Provisions........................................14 1.03 Statement as to Member's Approval/Voting Rights......................14 ARTICLE II FORMATION..........................................................15 2.01 Formation............................................................15 2.02 Name.................................................................15 2.03 Principal Place of Business..........................................15 2.04 Statutory Agent......................................................15 2.05 Term.................................................................15 ARTICLE III PURPOSE OF COMPANY; ADMISSION OF CBL; CAPITAL ACCOUNTS AND INTEREST/RETURN; FINANCING; OUTPARCEL VENTURE 15 3.01 General Business Purpose of the Company..............................15 3.02 Admission of CBL.....................................................15 3.03 Capital Accounts.....................................................16 3.04 Financing............................................................16 3.05 Outparcel Venture....................................................22 ARTICLE IV NAMES AND ADDRESSES OF MEMBERS....................................22

ARTICLE V GOVERNANCE..........................................................22 5.01 General Powers.......................................................22 5.02 Standard of Conduct..................................................23 5.03 Governance...........................................................23 ARTICLE VI SPECIFIC DUTIES OF MEMBERS........................................26 6.01 Managing Member......................................................27 6.02 JG's Specific Duties................................................27 6.03 Managing Member; CBL'S Specific Duties...............................28 6.04 Other Member's Participation in Development and Construction of the Project.....................................33 6.05 Construction Contract................................................33 6.06 Removal and Resignation..............................................33 6.07 Compensation.........................................................34 ARTICLE VII CONFLICT OF INTEREST TRANSACTIONS................................34

ARTICLE VIII INDEMNIFICATION.................................................34 8.01 Indemnification......................................................34 ii

8.02 8.03

Expenses.............................................................35 Insurance............................................................35

ARTICLE IX LIMITATION OF LIABILITY OF MEMBERS; MEMBER LISTS..................35 9.01 Limitation on Liability..............................................35 9.02 No Liability for Company Obligations.................................35 9.03 List of Members......................................................35 ARTICLE X LIABILITY, PROPERTY AND CASUALTY INSURANCE.........................35 10.01 Insurance............................................................35 ARTICLE XI CAPITAL CONTRIBUTIONS TO THE COMPANY..............................36 11.01 Members' Required Capital Contributions..............................36 11.02 Additional Non-Required Capital Contributions or Member Loans........38 11.03 No Third-party Rights................................................38 11.04 Member Construction Loans not Capital Contributions..................38 11.05 No Further Assessments on Membership Interests.......................38 ARTICLE XII DISTRIBUTIONS TO MEMBERS.........................................39 12.01 Distributions of Distributable Cash..................................39 12.02 Capital Events Distributions.........................................40 12.03 Distribution of Incoming Equalizing Contribution to CBL..............40

8.02 8.03

Expenses.............................................................35 Insurance............................................................35

ARTICLE IX LIMITATION OF LIABILITY OF MEMBERS; MEMBER LISTS..................35 9.01 Limitation on Liability..............................................35 9.02 No Liability for Company Obligations.................................35 9.03 List of Members......................................................35 ARTICLE X LIABILITY, PROPERTY AND CASUALTY INSURANCE.........................35 10.01 Insurance............................................................35 ARTICLE XI CAPITAL CONTRIBUTIONS TO THE COMPANY..............................36 11.01 Members' Required Capital Contributions..............................36 11.02 Additional Non-Required Capital Contributions or Member Loans........38 11.03 No Third-party Rights................................................38 11.04 Member Construction Loans not Capital Contributions..................38 11.05 No Further Assessments on Membership Interests.......................38 ARTICLE XII DISTRIBUTIONS TO MEMBERS.........................................39 12.01 Distributions of Distributable Cash..................................39 12.02 Capital Events Distributions.........................................40 12.03 Distribution of Incoming Equalizing Contribution to CBL..............40 12.04 Limitation Upon Distributions........................................40 ARTICLE XIII ALLOCATIONS OF NET PROFITS AND NET LOSSES.......................40 13.01 Net Profits..........................................................40 13.02 Net Losses...........................................................41 13.03 2005 Fiscal Year.....................................................41 ARTICLE XIV BOOKS AND RECORDS................................................41 14.01 Accounting Period....................................................41 14.02 Records and Reports..................................................41 14.03 Inspection of Records by Members.....................................42 14.04 Tax Returns..........................................................42 14.05 Financial Statements.................................................43 ARTICLE XV TERMINATION OF MEMBERSHIP INTEREST................................43 15.01 Termination of Interest..............................................43 15.02 Withdrawal...........................................................43 15.03 Effect of Termination of Membership..................................43 ARTICLE XVI TRANSFERS OF MEMBERSHIP INTERESTS AND RESTRICTIONS ON TRANSFERS; IMPASSE PROVISIONS; PLEDGE OF MEMBERSHIP INTERESTS; SALE OF PROJECT.........................................43 16.01 Definition of "Assignment"...........................................43 16.02 Restriction on Assignment............................................44 iii

16.03 16.04 16.05 16.06 16.07 16.08 16.09

Exempt Assignments...................................................44 Mandatory Buy/Sell on Impasse........................................46 Right of First Refusal; Buy/Sell.....................................48 Conditions of Assignments............................................51 Lender Approval......................................................51 Pledge of Membership Interests.......................................52 Mutually Exclusive Rights..............................................52

ARTICLE XVII DISSOLUTION, TERMINATION AND WINDING-UP.........................52 17.01 Events Causing Dissolution...........................................52 17.02 Continuation.........................................................52 17.03 Effect of Dissolution................................................52 17.04 Winding-Up, Liquidation and Distribution of Assets...................52 17.05 Articles of Termination..............................................53 17.06 Return of Contribution Nonrecourse to Other Members..................54 ARTICLE XVIII MISCELLANEOUS PROVISIONS.......................................54 18.01 Applicable Law.......................................................54 18.02 No Action or Partition...............................................54 18.03 Execution of Additional Instruments..................................54 18.04 Waivers..............................................................54 18.05 Rights and Remedies Cumulative.......................................54 18.06 Heirs, Successors and Assigns........................................54 18.07 Creditors............................................................54

16.03 16.04 16.05 16.06 16.07 16.08 16.09

Exempt Assignments...................................................44 Mandatory Buy/Sell on Impasse........................................46 Right of First Refusal; Buy/Sell.....................................48 Conditions of Assignments............................................51 Lender Approval......................................................51 Pledge of Membership Interests.......................................52 Mutually Exclusive Rights..............................................52

ARTICLE XVII DISSOLUTION, TERMINATION AND WINDING-UP.........................52 17.01 Events Causing Dissolution...........................................52 17.02 Continuation.........................................................52 17.03 Effect of Dissolution................................................52 17.04 Winding-Up, Liquidation and Distribution of Assets...................52 17.05 Articles of Termination..............................................53 17.06 Return of Contribution Nonrecourse to Other Members..................54 ARTICLE XVIII MISCELLANEOUS PROVISIONS.......................................54 18.01 Applicable Law.......................................................54 18.02 No Action or Partition...............................................54 18.03 Execution of Additional Instruments..................................54 18.04 Waivers..............................................................54 18.05 Rights and Remedies Cumulative.......................................54 18.06 Heirs, Successors and Assigns........................................54 18.07 Creditors............................................................54 18.08 Counterparts.........................................................54 18.09 Federal Income Tax Elections; Tax Matters Member.....................55 18.10 Notices..............................................................55 18.11 Amendments...........................................................56 18.12 Enforceability.......................................................56 18.13 Drafting.............................................................56 18.14 Further Assurances...................................................56 18.15 Time.................................................................56 18.16 Integration..........................................................56 18.17 Termination of Letter Agreement......................................56 18.18 Public Announcements; Precedence in Publicity........................56 18.19 Estoppel Certificates................................................57 18.20 Legal Counsel........................................................57 ARTICLE XIX REPRESENTATIONS AND WARRANTIES...................................57 19.01 Representation of CBL................................................57 19.02 Representations of JG................................................58 19.03 Survival of Representations and Warranties...........................59 ARTICLE XX DEFAULT PROVISIONS................................................59 20.01 Events of Default....................................................59 20.02 Remedies Upon Default................................................61 iv

20.03 20.04 20.05 20.06

Purchase Upon Default................................................62 Default Approval Rights; Loss of Approval Rights on Defaults.........64 Attorney's Fees......................................................64 Closing..............................................................64

ARTICLE XXI APPOINTMENT OF MANAGING MEMBER AS ATTORNEY-IN-FACT...............67 21.01 Appointment............................................................67 21.02 Survival...............................................................67

v

LIST OF EXHIBITS TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JG GULF COAST TOWN CENTER LLC BY AND BETWEEN JG GULF COAST MEMBER LLC AND CBL/GULF COAST, LLC (EFFECTIVE DATE APRIL 27, 2005
Exhibit A ........Description of the Real Estate

20.03 20.04 20.05 20.06

Purchase Upon Default................................................62 Default Approval Rights; Loss of Approval Rights on Defaults.........64 Attorney's Fees......................................................64 Closing..............................................................64

ARTICLE XXI APPOINTMENT OF MANAGING MEMBER AS ATTORNEY-IN-FACT...............67 21.01 Appointment............................................................67 21.02 Survival...............................................................67

v

LIST OF EXHIBITS TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JG GULF COAST TOWN CENTER LLC BY AND BETWEEN JG GULF COAST MEMBER LLC AND CBL/GULF COAST, LLC (EFFECTIVE DATE APRIL 27, 2005
Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit A ........Description of the Real Estate B.........Membership Interests C.........Fees to Members D.........Appraisal Procedure E.........Phase One Pro Forma F-1.......Phase One Site Plan F-2.......Phase Two Site Plan G.........Property Management Agreement ......... Exhibit A The Property ......... Exhibit B Form of Non-Anchor Lease Exhibit H.........Phase One Development Schedule Exhibit I.........Tax Matters

vi

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JG GULF COAST TOWN CENTER LLC THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") is made and entered into as of the 27th day of April, 2005, by and among (i) JG GULF COAST MEMBER LLC, an Ohio limited liability company ( herein referred to as "JG"), and (iii) CBL/GULF COAST, LLC, a Florida limited liability company (herein referred to as "CBL"). W I T N E S S E T H: WHEREAS, JG Gulf Coast Town Center LLC (the "Company") was formed by filing the Articles of Organization with the Secretary of State of Ohio on July 29, 2003, and the Company was originally formed under the name of "JG Ft. Myers LLC". The initial members of the Company were Richard E. Jacobs, Trustee under The Richard E. Jacobs Revocable Living Trust dated April 23, 1987, amended by modifications to said Trust, dated February 16, 1988, January 23, 1992, June 29, 1992, and Restatement of Trust dated August 1, 1994 and Modification of Trust dated May 14, 1996 ("Jacobs Trust") and JG Manager LLC, an Ohio limited liability company ("JG Manager"), and such members entered into that certain Operating Agreement of JG Ft. Myers LLC, dated to be effective as of the date of the filing of the Articles of Organization with the Secretary of State of Ohio as set forth above (such agreement and the amendment described directly below being in this Whereas clause referred to as the "Initial Operating Agreement"). The Company was qualified to do business in the State of Florida on November 5, 2003. Jacobs Trust subsequently contributed all of its interest in the Company to REJ Realty LLC, a Delaware limited liability company ("REJ Realty"), and REJ Realty was admitted

LIST OF EXHIBITS TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JG GULF COAST TOWN CENTER LLC BY AND BETWEEN JG GULF COAST MEMBER LLC AND CBL/GULF COAST, LLC (EFFECTIVE DATE APRIL 27, 2005
Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit A ........Description of the Real Estate B.........Membership Interests C.........Fees to Members D.........Appraisal Procedure E.........Phase One Pro Forma F-1.......Phase One Site Plan F-2.......Phase Two Site Plan G.........Property Management Agreement ......... Exhibit A The Property ......... Exhibit B Form of Non-Anchor Lease Exhibit H.........Phase One Development Schedule Exhibit I.........Tax Matters

vi

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JG GULF COAST TOWN CENTER LLC THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") is made and entered into as of the 27th day of April, 2005, by and among (i) JG GULF COAST MEMBER LLC, an Ohio limited liability company ( herein referred to as "JG"), and (iii) CBL/GULF COAST, LLC, a Florida limited liability company (herein referred to as "CBL"). W I T N E S S E T H: WHEREAS, JG Gulf Coast Town Center LLC (the "Company") was formed by filing the Articles of Organization with the Secretary of State of Ohio on July 29, 2003, and the Company was originally formed under the name of "JG Ft. Myers LLC". The initial members of the Company were Richard E. Jacobs, Trustee under The Richard E. Jacobs Revocable Living Trust dated April 23, 1987, amended by modifications to said Trust, dated February 16, 1988, January 23, 1992, June 29, 1992, and Restatement of Trust dated August 1, 1994 and Modification of Trust dated May 14, 1996 ("Jacobs Trust") and JG Manager LLC, an Ohio limited liability company ("JG Manager"), and such members entered into that certain Operating Agreement of JG Ft. Myers LLC, dated to be effective as of the date of the filing of the Articles of Organization with the Secretary of State of Ohio as set forth above (such agreement and the amendment described directly below being in this Whereas clause referred to as the "Initial Operating Agreement"). The Company was qualified to do business in the State of Florida on November 5, 2003. Jacobs Trust subsequently contributed all of its interest in the Company to REJ Realty LLC, a Delaware limited liability company ("REJ Realty"), and REJ Realty was admitted to the Company as a member on December 31, 2003. Each of JG Manager and REJ Realty subsequently contributed all of its interest in the Company to JG, and JG was admitted to the Company as a member on April 19, 2005. The Initial Operating Agreement was amended by that certain First Amendment to Operating Agreement of JG Ft. Myers LLC, dated as of December 17, 2003, to change the name of the Company to JG Gulf Coast Town Center LLC; WHEREAS, the Company has been pursuing the development of certain real property located in Lee County, Florida consisting of approximately 203 acres of land (said real property being more particularly described on Exhibit A attached hereto and is herein referred to as the "Real Estate") with such development to consist of a retail shopping center as further provided herein (the "Project");

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JG GULF COAST TOWN CENTER LLC THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") is made and entered into as of the 27th day of April, 2005, by and among (i) JG GULF COAST MEMBER LLC, an Ohio limited liability company ( herein referred to as "JG"), and (iii) CBL/GULF COAST, LLC, a Florida limited liability company (herein referred to as "CBL"). W I T N E S S E T H: WHEREAS, JG Gulf Coast Town Center LLC (the "Company") was formed by filing the Articles of Organization with the Secretary of State of Ohio on July 29, 2003, and the Company was originally formed under the name of "JG Ft. Myers LLC". The initial members of the Company were Richard E. Jacobs, Trustee under The Richard E. Jacobs Revocable Living Trust dated April 23, 1987, amended by modifications to said Trust, dated February 16, 1988, January 23, 1992, June 29, 1992, and Restatement of Trust dated August 1, 1994 and Modification of Trust dated May 14, 1996 ("Jacobs Trust") and JG Manager LLC, an Ohio limited liability company ("JG Manager"), and such members entered into that certain Operating Agreement of JG Ft. Myers LLC, dated to be effective as of the date of the filing of the Articles of Organization with the Secretary of State of Ohio as set forth above (such agreement and the amendment described directly below being in this Whereas clause referred to as the "Initial Operating Agreement"). The Company was qualified to do business in the State of Florida on November 5, 2003. Jacobs Trust subsequently contributed all of its interest in the Company to REJ Realty LLC, a Delaware limited liability company ("REJ Realty"), and REJ Realty was admitted to the Company as a member on December 31, 2003. Each of JG Manager and REJ Realty subsequently contributed all of its interest in the Company to JG, and JG was admitted to the Company as a member on April 19, 2005. The Initial Operating Agreement was amended by that certain First Amendment to Operating Agreement of JG Ft. Myers LLC, dated as of December 17, 2003, to change the name of the Company to JG Gulf Coast Town Center LLC; WHEREAS, the Company has been pursuing the development of certain real property located in Lee County, Florida consisting of approximately 203 acres of land (said real property being more particularly described on Exhibit A attached hereto and is herein referred to as the "Real Estate") with such development to consist of a retail shopping center as further provided herein (the "Project"); WHEREAS, upon execution of this Agreement and in return for the Capital Contributions described herein, CBL has been admitted to the Company as a member owning an initial one hundred percent (100%) Capital Interest and a fifty percent (50%) Profits Interest herein, and JG will have no initial Capital

Interest and a fifty percent (50%) Profits Interest, each as set forth on Exhibit B attached hereto; WHEREAS, the Members desire to enter into this Agreement to set forth the rules, regulations, and provisions regarding the management of the business of the Company, the regulation of the affairs of the Company, the governance of the Company, the conduct of the Company's business and the rights and privileges of the Members. NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: The Initial Operating Agreement is hereby amended and restated in its entirety and the operating agreement or limited liability company agreement governing the Company and its Members shall be as set forth herein. ARTICLE I

Interest and a fifty percent (50%) Profits Interest, each as set forth on Exhibit B attached hereto; WHEREAS, the Members desire to enter into this Agreement to set forth the rules, regulations, and provisions regarding the management of the business of the Company, the regulation of the affairs of the Company, the governance of the Company, the conduct of the Company's business and the rights and privileges of the Members. NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: The Initial Operating Agreement is hereby amended and restated in its entirety and the operating agreement or limited liability company agreement governing the Company and its Members shall be as set forth herein. ARTICLE I DEFINITIONS 1.01 Definitions. For purposes of this Agreement, unless the context otherwise requires, the following terms shall have the following meanings: "Accountants" shall mean Deloitte & Touche LLP or such other national accounting firm as selected by the Members. "Act" shall mean the Ohio Limited Liability Company Law, Chapter 1705 of the Ohio Revised Code, as the same exists or may hereafter be amended. "Active Right" shall have the meaning set forth in Section 16.09. "Affiliate" shall mean, with respect to any Person (i) any Person, which directly or indirectly, through one or more intermediaries, Controls (as hereinafter defined), is controlled by, or is under common Control with, such Person and/or (ii) any Person, ten percent (10%) or more of the equity or beneficial interests of which are owned by a Member or owned by an Affiliate of a Member that is an Affiliate pursuant to clause (i) of this paragraph. Notwithstanding the definition of Affiliate set forth above, (A) EMJ Corporation, a Tennessee corporation ("EMJ"), shall not be deemed an Affiliate of CBL for purposes of this Agreement, (B) JG and its Affiliates shall not be deemed Affiliates of CBL for purposes of this Agreement and (C) CBL and its Affiliates shall not be deemed Affiliates of JG for purposes of this Agreement. "Affiliate Loan Guarantee(s)" shall have the meaning set forth in Section 3.04(c). "Agreement" shall mean this Agreement as originally executed and as may be modified or amended from time to time, and shall include all Exhibits attached hereto and incorporated herein, each as originally executed and as may be modified or amended from time to time. 2

"Anchor" shall mean any department store or other tenant or occupant of the Project whose leased or owned floor space is greater than 70,000 square feet. "Appraisal Procedure" shall mean the procedure set forth on Exhibit D attached hereto for determining the fair market value of the Project in the event such is called for pursuant to this Agreement. "Appraised Value" shall have the meaning set forth in Exhibit D attached hereto. "Articles of Organization" shall mean the Articles of Organization of the Company as filed with the Secretary of State of Ohio, as the same exists or may hereafter be amended as set forth in this Agreement.

"Anchor" shall mean any department store or other tenant or occupant of the Project whose leased or owned floor space is greater than 70,000 square feet. "Appraisal Procedure" shall mean the procedure set forth on Exhibit D attached hereto for determining the fair market value of the Project in the event such is called for pursuant to this Agreement. "Appraised Value" shall have the meaning set forth in Exhibit D attached hereto. "Articles of Organization" shall mean the Articles of Organization of the Company as filed with the Secretary of State of Ohio, as the same exists or may hereafter be amended as set forth in this Agreement. "Buy/Sell Initiator" shall have the meaning assigned to that term in Section 16.05(b). "Buy/Sell Initiator Offer Price" shall have the meaning assigned to that term in Section 16.05(b). "Buy/Sell Offer Notice" shall have the meaning assigned to that term in Section 16.05(b). "Buy/Sell Project Value" shall have the meaning assigned to that term in Section 16.05(b). "Buy/Sell Respondent" shall have the meaning assigned to that term in Section 16.05(b). "Buy/Sell Respondent Purchase Price" shall have the meaning assigned to that term in Section 16.05(b). "Capital Account" shall have the meaning assigned to that term in Section 3.03. "Capital Contribution" shall mean any contribution to the capital of the Company in cash or property by a Member (including Initial Capital Contributions and contributions made at any time hereafter) and shall include any contribution/loan that is a Mandatory Contribution and/or that is a Non-Required Contribution. "Capital Events" shall mean the following events: (i) Any financing or refinancing of Company indebtedness that produces a surplus of funds available for distribution to the Members after deduction for (A) all transaction costs, (B) repayment of any refinanced indebtedness and (C) the establishment of any Reserves; and 3

(ii) Any sale of all or any of the assets of the Company that produces a surplus of funds available for distribution to the Members after deduction for (A) all transaction costs, (B) repayment of any underlying indebtedness and (C) the establishment of any Reserves. "Capital Events Distribution" shall mean any distribution of cash arising from the occurrence of a Capital Event in the order as set forth in Section 12.01 below. "Capital Interest" shall mean that portion of the Membership Interest of a Member that represents such Member's interest in the capital of the Company. "CBL" shall have the meaning assigned to that term in the Preamble above. "CBL Construction Loan Guarantee Share" shall have the meaning assigned to that term in Section 3.04(a). "CBL Construction Loan Response Notice" shall have the meaning assigned to that term in Section 3.04(a).

(ii) Any sale of all or any of the assets of the Company that produces a surplus of funds available for distribution to the Members after deduction for (A) all transaction costs, (B) repayment of any underlying indebtedness and (C) the establishment of any Reserves. "Capital Events Distribution" shall mean any distribution of cash arising from the occurrence of a Capital Event in the order as set forth in Section 12.01 below. "Capital Interest" shall mean that portion of the Membership Interest of a Member that represents such Member's interest in the capital of the Company. "CBL" shall have the meaning assigned to that term in the Preamble above. "CBL Construction Loan Guarantee Share" shall have the meaning assigned to that term in Section 3.04(a). "CBL Construction Loan Response Notice" shall have the meaning assigned to that term in Section 3.04(a). "CBL Mandatory Contributions" shall have the meaning assigned to that term in Section 11.01(b). "CBL Permanent Financing/Refinancing Guarantee Share" shall have the meaning assigned to that term in Section 3.04(b). "CBL Parent" shall mean CBL & Associates Limited Partnership, a Delaware limited partnership. "Code" shall mean the Internal Revenue Code of 1986, as the same exists or may hereafter be amended. "Company" shall mean JG Gulf Coast Town Center LLC. "Construction Contract(s)" shall mean the contract(s) for the construction of the phases of the Project as further described in Section 6.05 below. "Construction Funds" shall have the meaning assigned to that term in Section 11.01(b). "Construction Loan(s)" shall mean the loan(s) obtained by CBL for the Company from a lender of the funds necessary to (i) proceed with construction of Phase One and/or Future Phases and (ii) to fund any interim or bridge loan required in order to secure public financing for on or off-site improvements, including but not limited to tax incremental financing or transportation development districts or similar governmental/public financing programs in connection with the development of the Project. A Member may act as the lender of the Construction Loan as provided in Section 3.04(a), and subject to Section 5.03(vii), below. "Construction Loan Unavailability Notice" shall have the meaning assigned to that term in Section 3.04(a). 4

"Construction Period(s)" shall mean, with respect to Phase One, the period from the date of this Agreement to the grand opening of Phase One; and for Future Phases, the period of time from the commencement of construction of such phase until the grand opening of such phase of the Project. "Control" or "Controlled by" shall mean the power, directly or indirectly, to direct the actions, operation or management of another Person by contract, the ownership of voting rights or otherwise. "Day" or "Days" (whether or not set forth in initial capital letters) shall mean a calendar day or days unless specifically stated otherwise. "Default Approval Rights" shall have the meaning assigned to that term in Section 20.04.

"Construction Period(s)" shall mean, with respect to Phase One, the period from the date of this Agreement to the grand opening of Phase One; and for Future Phases, the period of time from the commencement of construction of such phase until the grand opening of such phase of the Project. "Control" or "Controlled by" shall mean the power, directly or indirectly, to direct the actions, operation or management of another Person by contract, the ownership of voting rights or otherwise. "Day" or "Days" (whether or not set forth in initial capital letters) shall mean a calendar day or days unless specifically stated otherwise. "Default Approval Rights" shall have the meaning assigned to that term in Section 20.04. "Default Formula Price" shall have the meaning assigned to that term in Section 20.03(b). "Default Purchase Closing Date" shall have the meaning assigned to that term in Section 20.06(c). "Default Purchase Price" shall have the meaning assigned to that term in Section 20.03(b). "Defaulting Member" shall have the meaning assigned to that term in Section 20.01. "Development Schedule(s)" shall mean the schedule for development and construction of the phases of the Project. There shall be a Development Schedule for each phase of the Project. The Phase One Development Schedule shall be as set forth on Exhibit H attached hereto and may be revised by the Members as set forth in this Agreement. "Distributable Cash" shall mean all cash received by the Company from Company operations but not from Capital Events, plus any cash that becomes available from Reserves, less the sum of the following, to the extent paid or set aside by the Company: (i) all principal and interest payments on indebtedness of the Company and all other sums paid to lenders but not including the principal and accrued interest on any loans made by a Member to the Company; (ii) all cash expenditures incurred in the operation of the Company's business and/or maintaining the Company's status and qualification as a limited liability company including the fees listed on Exhibit C; and (iii) Reserves. "EMJ" shall mean EMJ Corporation, a Tennessee corporation. "Entity" shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization. 5

"Events of Dissolution" shall have the meaning assigned to that term in Section 17.01. "Exercise Notice" shall have the meaning assigned to that term in Section 20.03(b). "Expedited Impasse Event" shall have the meaning assigned to that term in Section 16.04(a). "Fiscal Year" shall mean the Company's Fiscal Year, which shall be the calendar year. "Future Phases" shall mean Phase Two and any other phases of the development and construction of the Project subsequent to Phase One (but excluding any renovation, remodeling or redevelopment of portions of the Project that the Company has previously developed and constructed).

"Events of Dissolution" shall have the meaning assigned to that term in Section 17.01. "Exercise Notice" shall have the meaning assigned to that term in Section 20.03(b). "Expedited Impasse Event" shall have the meaning assigned to that term in Section 16.04(a). "Fiscal Year" shall mean the Company's Fiscal Year, which shall be the calendar year. "Future Phases" shall mean Phase Two and any other phases of the development and construction of the Project subsequent to Phase One (but excluding any renovation, remodeling or redevelopment of portions of the Project that the Company has previously developed and constructed). "GAAP" shall mean generally accepted accounting principles consistently applied. GAAP is a combination of authoritative accounting standards established by policy boards in the accounting profession or overseeing the accounting profession. As to any matter involving the Company's books and records, financial statements and/or accounting procedures, the determination of whether such complies with GAAP shall be made by the Accountants. "HVAC" shall mean heating, ventilation and air conditioning. "Impasse" shall have the meaning assigned to that term in Section 16.04(a). "Impasse Initiator" shall have the meaning assigned to that term in Section 16.04(b). "Impasse Initiator Offer Price" shall have the meaning assigned to that term in Section 16.04(b). "Impasse Notice Sender" shall have the meaning assigned to that term in Section 16.04(a). "Impasse Notice Recipient" shall have the meaning assigned to that term in Section 16.04(a). "Impasse Offer Notice" shall have the meaning assigned to that term in Section 16.04(b). "Impasse Project Value" shall have the meaning assigned to that term in Section 16.04(b). "Impasse Respondent" shall have the meaning assigned to that term in Section 16.04(b). 6

"Impasse Respondent Purchase Price" shall have the meaning assigned to that term in Section 16.04(b). "Incoming Equalizing Contribution" shall have the meaning assigned to that term in Section 16.06(f). "Indemnitee" shall have the meaning assigned to that term in Section 8.01. "Initial Capital Contribution" shall mean the initial contribution to the capital of the Company made by a Member pursuant to this Agreement as set forth in Section 11.01(a). "Initial Impasse Notice" shall have the meaning assigned to that term in Section 16.04.

"Impasse Respondent Purchase Price" shall have the meaning assigned to that term in Section 16.04(b). "Incoming Equalizing Contribution" shall have the meaning assigned to that term in Section 16.06(f). "Indemnitee" shall have the meaning assigned to that term in Section 8.01. "Initial Capital Contribution" shall mean the initial contribution to the capital of the Company made by a Member pursuant to this Agreement as set forth in Section 11.01(a). "Initial Impasse Notice" shall have the meaning assigned to that term in Section 16.04. "Initial Operating Agreement" shall have the meaning assigned to that term in the Whereas clauses above. "Interest/Return" shall have the meaning assigned to that term in Section 3.03(d). "JG" shall have the meaning assigned to that term in the Preamble above. "JG Construction Loan Guarantee Share" shall have the meaning assigned to that term in Section 3.04(a). "JG Construction Loan Response Notice" shall have the meaning assigned to that term in Section 3.04(a). "JG Exit Event" shall have the meaning assigned to that term in Section 16.06(f). "JG Permanent Financing/Refinancing Guarantee Share" shall have the meaning assigned to that term in Section 3.04(b). "JG Substitute Default Contribution" shall have the meaning assigned to that term in Section 11.01(b). "JG Substitute Member" shall have the meaning assigned to that term in Section 16.06(f). "JG Substitute Pro Forma Contribution" shall have the meaning assigned to that term in Section 11.01(b). "Key Construction Loan Terms" shall mean the following terms of any proposed Construction Loan for the Company, as embodied in a written term sheet, commitment letter or similar document provided by a potential financing source, and such following terms shall be subject to unanimous approval of the Members as set forth in Section 5.03 below: 7

(i) The amount of the Construction Loan, unless the amount of the proposed Construction Loan is as set forth in the approved Pro Forma, and the equity requirements of the Construction Loan, unless the amount of equity is as set forth in the approved Pro Forma; (ii) The rate(s) of interest and whether such rate(s) of interest is/are fixed or variable; (iii) Except as noted below, the granting of security interests in any assets and/or the cross collateralization of the Construction Loan with any assets and/or the cross defaulting of the Construction Loan with any other financing of the Company. The exceptions to the previous sentence are as follows: (A) granting of security interests in the portion of the Real Estate with respect to which the construction to be financed by the Construction Loan pertains (e.g., Phase One Construction Loan including only the Phase One Real Estate) shall not be a Key Construction Loan Term, (B) the granting of security interests in the general assets of the Company, excluding the Real Estate, shall not be a Key Construction Loan Term, and (C) the granting of security interests and/or cross collateralization of the Construction Loan with any assets and/or cross defaulting of the Construction Loan with any other financing of the Company shall not be a Key Construction Loan Term if CBL Parent guarantees both the Construction Loan and the other financing;

(i) The amount of the Construction Loan, unless the amount of the proposed Construction Loan is as set forth in the approved Pro Forma, and the equity requirements of the Construction Loan, unless the amount of equity is as set forth in the approved Pro Forma; (ii) The rate(s) of interest and whether such rate(s) of interest is/are fixed or variable; (iii) Except as noted below, the granting of security interests in any assets and/or the cross collateralization of the Construction Loan with any assets and/or the cross defaulting of the Construction Loan with any other financing of the Company. The exceptions to the previous sentence are as follows: (A) granting of security interests in the portion of the Real Estate with respect to which the construction to be financed by the Construction Loan pertains (e.g., Phase One Construction Loan including only the Phase One Real Estate) shall not be a Key Construction Loan Term, (B) the granting of security interests in the general assets of the Company, excluding the Real Estate, shall not be a Key Construction Loan Term, and (C) the granting of security interests and/or cross collateralization of the Construction Loan with any assets and/or cross defaulting of the Construction Loan with any other financing of the Company shall not be a Key Construction Loan Term if CBL Parent guarantees both the Construction Loan and the other financing; (iv) Any provision calling for the personal guarantee of or indemnification or contribution by JG or its Affiliates; (v) Representations warranties or undertakings that may create personal liability of the Members beyond their interest in the Company, other than representations or warranties that are made by the Managing Member and/or its Affiliates; (vi) The term, if less than one (1) year beyond the projected end of the Construction Period for the phase of the Project to which the Construction Loan relates; and (vii) Any document evidencing or securing the Construction Loan that does not permit the transfer of Membership Interests that would otherwise be permitted under Article XVI of this Agreement; except that any provision in any such document that provides that prior notice must be given to the lender of the Construction Loan of a transfer of Membership Interests shall not be deemed to be a Key Construction Loan Term if such lender has no rights to prohibit or restrict such transfers otherwise permitted under Article XVI of this Agreement. Once the Members have unanimously approved the Key Construction Loan Terms, any change or modification to such terms as approved by the Members (other than non-substantive wording changes or typographical errors) shall require the unanimous re-approval of the Members pursuant to Section 5.03 below. "Key Permanent Loan Terms" shall mean the following terms of any proposed Permanent Financing/Refinancing for the Company, as embodied in a written term sheet, commitment letter or similar document provided by a potential financing source, and such following terms shall be subject to unanimous approval as set forth in Section 5.03 below: 8

(i) The amount of the Permanent Loan, unless the amount of the proposed Permanent Financing/Refinancing is as set forth in the approved Pro Forma; (ii) The rate(s) of interest and whether such rate(s) of interest is/are fixed or variable; (iii) Except as noted below, the granting of security interests in any assets and/or the cross collateralization of the Permanent Financing/Refinancing with any assets and/or the cross defaulting of the Permanent Financing/Refinancing with any other financing of the Company. The exceptions to the previous sentence are as follows: (A) granting of security interests in the portion of the Real Estate with respect to which the Permanent Financing/Refinancing pertains (e.g., Phase One Permanent Financing/Refinancing including only the Phase One Real Estate), shall not be a Key Permanent Loan Term, (B) the granting of security interests in the general assets of the Company excluding the Real Estate shall not be a Key Permanent Loan Term, and (C) the granting of security interests and/or cross collateralization of the Permanent Financing/Refinancing with any assets and/or cross defaulting of the Permanent Financing/Refinancing with any other financing of the Company shall not be a

(i) The amount of the Permanent Loan, unless the amount of the proposed Permanent Financing/Refinancing is as set forth in the approved Pro Forma; (ii) The rate(s) of interest and whether such rate(s) of interest is/are fixed or variable; (iii) Except as noted below, the granting of security interests in any assets and/or the cross collateralization of the Permanent Financing/Refinancing with any assets and/or the cross defaulting of the Permanent Financing/Refinancing with any other financing of the Company. The exceptions to the previous sentence are as follows: (A) granting of security interests in the portion of the Real Estate with respect to which the Permanent Financing/Refinancing pertains (e.g., Phase One Permanent Financing/Refinancing including only the Phase One Real Estate), shall not be a Key Permanent Loan Term, (B) the granting of security interests in the general assets of the Company excluding the Real Estate shall not be a Key Permanent Loan Term, and (C) the granting of security interests and/or cross collateralization of the Permanent Financing/Refinancing with any assets and/or cross defaulting of the Permanent Financing/Refinancing with any other financing of the Company shall not be a Key Permanent Loan Term if CBL Parent guarantees both the Permanent Financing/Refinancing and the other financing; (iv) Any provision calling for the personal guarantee of or indemnification or contribution by any Member or its Affiliates other than the Managing Member and/or its Affiliates; (v) Representations, warranties or undertakings that may create personal liability of the Members beyond their interest in the Company, other than representations or warranties that are made by the Managing Member and/or its Affiliates and other than personal liability for standard recourse carve out provisions customary in the industry relating to (i) fraud, (ii) willful misrepresentation; (iii) waste, (iv) retention or diversion of rent or other revenue after an event of default; (v) retention or diversion of tenant security deposits; (vi) misapplication of insurance proceeds; and (vii) misapplication of condemnation awards; (vi) The term, if less than a period of five (5) years; and (vii) Any document evidencing or securing the Permanent Financing/Refinancing that does not permit the transfer of Membership Interests that would otherwise be permitted under Article XVI of this Agreement; except that any provision in any such document that provides that prior notice must be given to the lender of the Permanent Financing/Refinancing of a transfer of Membership Interests shall not be deemed to be a Key Permanent Loan Term if such lender has no rights to prohibit or restrict such transfers otherwise permitted under Article XVI of this Agreement. Once the Members have unanimously approved the Key Permanent Loan Terms, any change or modification to such terms as approved by the Members (other than non-substantive wording changes or typographical errors) shall require the unanimous re-approval of the Members pursuant to Section 5.03 below. 9

"Letter Agreement" shall mean that certain letter agreement dated February 22, 2005 entered into by and between (i) JG or its Affiliate and (ii) CBL or its Affiliate with respect to the formation of the Company and the entering into of this Agreement. "Losses" shall have the meaning set forth in Section 8.01. "Majority Vote" shall mean the vote or written consent of Members holding a majority (i.e., in excess of fifty percent (50%)) of the Voting Interests held by all Members. "Management Fee" shall have the meaning set forth on Exhibit C. "Managing Member" shall mean CBL, unless and until replaced pursuant to the terms of this Agreement and, upon such replacement, shall mean the Member who has assumed such position. "Mandatory Contribution(s)" shall have the meaning set forth in Section 11.01(b).

"Letter Agreement" shall mean that certain letter agreement dated February 22, 2005 entered into by and between (i) JG or its Affiliate and (ii) CBL or its Affiliate with respect to the formation of the Company and the entering into of this Agreement. "Losses" shall have the meaning set forth in Section 8.01. "Majority Vote" shall mean the vote or written consent of Members holding a majority (i.e., in excess of fifty percent (50%)) of the Voting Interests held by all Members. "Management Fee" shall have the meaning set forth on Exhibit C. "Managing Member" shall mean CBL, unless and until replaced pursuant to the terms of this Agreement and, upon such replacement, shall mean the Member who has assumed such position. "Mandatory Contribution(s)" shall have the meaning set forth in Section 11.01(b). "Material Development Deviation" shall have the meaning set forth in Section 6.05(c). "Material Operating Deviation" shall have the meaning set forth in Section 6.05(b). "Maximum Required Funding" shall have the meaning set forth in Section 11.01(b). "Member" shall mean any Person reflected in the required records of the Company as the owner of a Membership Interest. "Member Construction Loan" shall have the meaning assigned to that term in Section 3.04(a). "Member Lender" shall have the meaning set forth in Section 3.04(d). "Membership Interest" shall mean a Member's entire interest in the Company, consisting of such Member's rights to any distributions of Distributable Cash or property of the Company, a Member's Voting Interests, a Member's rights to otherwise participate in the management of the affairs of the Company and any rights of a Member to assign all or any portion of such Member's interest in the Company. The term Membership Interest shall include a Member's Capital Interest and such Member's Profits Interest. "Merger" shall have the meaning set forth in Section 17.01. "Net Profits" and "Net Losses" shall mean, with respect to any Fiscal Year, the Company's taxable income or loss determined in accordance with Section 703(a) of the Code for such Fiscal Year (for this purpose, all items of income, gain, loss, deduction or credit required to be stated separately pursuant to Section 703(a)(1) of the Code will be included in taxable income or loss); 10

provided, such Net Profits and Net Losses will be computed as if items of tax-exempt income and nondeductible, non-capital expenditures (under Sections 705(a)(1)(B) and 705(a)(2)(B) of the Code) were included in the computation of taxable income or loss. If any Member contributes property to the Company with an initial book value to the Company different from its adjusted tax basis for federal income tax purposes to the Company, or if Company property is revalued pursuant to Section 1.704-1(b)(2)(iv)(f) of the Regulations or as otherwise required by the Regulations, Net Profits and Net Losses will be computed as if the initial adjusted tax basis for federal income tax purposes to the Company of such contributed or revalued property equaled its initial book value to the Company as of the date of contribution or revaluation. Credits or debits to Capital Accounts due to a revaluation of Company assets in accordance with Section 1.704-1(b)(2)(iv)(f) of the Regulations, or due to a distribution of non-cash assets, will be taken into account as gain or loss from the disposition of such assets for purposes of Article XIII hereof.

provided, such Net Profits and Net Losses will be computed as if items of tax-exempt income and nondeductible, non-capital expenditures (under Sections 705(a)(1)(B) and 705(a)(2)(B) of the Code) were included in the computation of taxable income or loss. If any Member contributes property to the Company with an initial book value to the Company different from its adjusted tax basis for federal income tax purposes to the Company, or if Company property is revalued pursuant to Section 1.704-1(b)(2)(iv)(f) of the Regulations or as otherwise required by the Regulations, Net Profits and Net Losses will be computed as if the initial adjusted tax basis for federal income tax purposes to the Company of such contributed or revalued property equaled its initial book value to the Company as of the date of contribution or revaluation. Credits or debits to Capital Accounts due to a revaluation of Company assets in accordance with Section 1.704-1(b)(2)(iv)(f) of the Regulations, or due to a distribution of non-cash assets, will be taken into account as gain or loss from the disposition of such assets for purposes of Article XIII hereof. "Non-Affiliated Members" shall have the meaning assigned to that term in Section 20.03(a). "Non-Defaulting Member(s)" shall have the meaning assigned to that term in Section 20.01. "Non-Required Contribution(s)" shall mean any contribution to the capital of the Company or loan to the Company by a Member that is not a Mandatory Contribution, as further defined in and pursuant to Section 11.02 below. "Non-Transferring Member" shall have the meaning assigned to that term in Section 16.05(a). "Operating Budget" shall mean the annual Operating Budget for the operation of completed phase(s) of the Project (i.e., Phase One and any Future Phase(s), when and as completed), upon completion of construction of such phase(s), as unanimously approved by the Members from time to time pursuant to Section 5.03 below, which shall contain the budgeted expenses and budgeted revenues to be incurred/received as relates to the completed phases of the Project for the annual period to which such budget relates. "Operating Deficits" shall mean the amount by which the sum of the expenditures and costs incurred by the Company in the operation of the Project (including, without limitation, current debt service and deferred maintenance obligations (other than deferred maintenance obligations of a capital nature) in the year in which the cash expense corresponding to such deferred maintenance obligations is paid) exceeds the cash receipts generated from the ordinary day-to-day operations of the business of the Company from all sources available to the Company without deduction of depreciation, cost recovery, and other non-cash charges. "Outparcel" shall mean any parcel identified as an outlot or outparcel on any Site Plan. "Outparcel Venture" shall have the meaning set forth in Section 3.05. "Outparcel Venture Agreement" shall have the meaning set forth in Section 3.05. 11

"Payment Amount" shall have the meaning set forth in Section 20.06(i). "Permanent Financing/Refinancing" shall mean any loans or financings entered into by CBL on behalf of the Company to refinance/replace the Construction Loan, or to refinance, replace or substitute for any other subsequent financings of the Company, that provides the permanent financing for the operation of the Project and the Company's business. Neither CBL nor any of its Affiliates shall act as the lender of the Permanent Financing/Refinancing. "Person" shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such "Person" where the context so permits.

"Payment Amount" shall have the meaning set forth in Section 20.06(i). "Permanent Financing/Refinancing" shall mean any loans or financings entered into by CBL on behalf of the Company to refinance/replace the Construction Loan, or to refinance, replace or substitute for any other subsequent financings of the Company, that provides the permanent financing for the operation of the Project and the Company's business. Neither CBL nor any of its Affiliates shall act as the lender of the Permanent Financing/Refinancing. "Person" shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such "Person" where the context so permits. "Phase One" shall mean a phase of the Project consisting of the retail shopping center to be developed and constructed on a portion of the Real Estate consisting of approximately ninety-three (93) acres, consistent with the Phase One Site Plan, and to be known as "Gulf Coast Town Center" or such other name as to which the Members may agree. "Phase Two" shall mean a phase of the Project consisting of the retail shopping center (which may include one or more sub-phases) to be developed and constructed on a portion of the Real Estate, consistent with the Phase Two Site Plan, also to be known as "Gulf Coast Town Center" or such other name as to which the Members may agree. "Profits Interest" shall mean that portion of the Membership Interest of a Member that represents such Member's interest in the Net Profits and Net Losses of the Company for each Fiscal Year, as allocated under Article XII below and as set forth on Exhibit B. JG's Profits Interest (consistent with Rev. Proc. 93-27) will be attributable to JG's services pursuant to Section 6.02 of this Agreement. "Pro Forma" shall mean a pro forma budget(s) for the development and construction of the phases of the Project, as unanimously approved by the Members pursuant to Section 5.03 below in accordance with the procedures set forth in Article VI. There shall be a Pro Forma for each phase of the Project. The Phase One Pro Forma shall be as set forth on Exhibit E attached hereto. "Project" shall mean the retail shopping center to be developed on the Real Estate. The Project shall consist of Phase One and Future Phases as set forth in this Agreement. "Property Management Agreement" shall mean the Property Management Agreement, dated as of the date hereof, to be entered into between the Company and the Property Manager, substantially in the form of Exhibit G attached hereto. "Property Manager" shall mean CBL or its Affiliate in its capacity as "Manager" under the Property Management Agreement, and any successor or replacement "Manager" as provided therein. "Purchasing Member" shall have the meaning assigned to that term in Section 20.06(a). 12

"Real Estate" shall mean the real property described in the Whereas clauses above. "Representative" shall have the meaning assigned to that term in Section 6.04 below. "Reserves" shall mean, with respect to any fiscal period or on any Capital Event, funds set aside and held in reserve by the Company (i) in an Annual Operating Budget or Pro Forma as amounts allocated for (A) normal and customary reserves for working capital; (B) capital expenditures; (C) to pay taxes, insurance and/or debt service; and/or (D) to pay any other costs or expenses incident to the ownership or operation of the Company's business, including, but not limited to, reserves established for contingent liabilities arising out of claims or lawsuits; and/or (ii) from proceeds from a Capital Event, with the unanimous approval of the Members pursuant to Section 5.03 below, for any purpose determined by the Managing Member. Reserves shall also include amounts required to be held in reserve by the lender on any financing or refinancing of any Company

"Real Estate" shall mean the real property described in the Whereas clauses above. "Representative" shall have the meaning assigned to that term in Section 6.04 below. "Reserves" shall mean, with respect to any fiscal period or on any Capital Event, funds set aside and held in reserve by the Company (i) in an Annual Operating Budget or Pro Forma as amounts allocated for (A) normal and customary reserves for working capital; (B) capital expenditures; (C) to pay taxes, insurance and/or debt service; and/or (D) to pay any other costs or expenses incident to the ownership or operation of the Company's business, including, but not limited to, reserves established for contingent liabilities arising out of claims or lawsuits; and/or (ii) from proceeds from a Capital Event, with the unanimous approval of the Members pursuant to Section 5.03 below, for any purpose determined by the Managing Member. Reserves shall also include amounts required to be held in reserve by the lender on any financing or refinancing of any Company indebtedness. "RoFR Notice" shall have the meaning assigned to that term in Section 16.05(a). "RoFR Period" shall have the meaning assigned to that term in Section 16.05(a). "Selling Member" shall have the meaning assigned to that term in Section 20.06(a). "Site Plan" shall mean the site plan(s) for the phases of the Project, including any revisions or modifications to a site plan, subject to any unanimous approval rights set forth in Section 5.03 below. There shall be a Site Plan for each phase of the Project. The Phase One Site Plan is set forth on Exhibit F-1 attached hereto. The Phase Two Site Plan is set forth on Exhibit F-2 attached hereto. "SWGW" shall have the meaning assigned to that term in Section 18.20. "Tax Distribution" shall have the meaning assigned to that term in Section 12.01. "TH" shall have the meaning assigned to that term in Section 18.20. "Third-Party Purchaser" shall have the meaning assigned to that term in Section 16.05(a). "TMM" shall have the meaning assigned to that term in Section 18.09. "Transferring Member" shall have the meaning assigned to that term in Section 16.05(a). "Treasury Regulations" or "Regulations" shall mean the federal income tax final regulations or temporary regulations, promulgated under the Code, as such 13

regulations exist or may hereafter be amended from time to time (including corresponding provisions of succeeding regulations). "Voting Interests" shall mean each Member's rights to vote or approve any matter set forth in this Agreement requiring a Member's vote or requiring unanimous approval of the Members. The Voting Interests of the Members shall be JG - fifty percent (50%) and CBL - fifty percent (50%). Any reference in this Agreement to approvals of the Members or voting of Members shall be deemed to refer to each Member's Voting Interest. A Member's Voting Interest shall not change with fluctuations, if any, in such Member's Capital Interest and/or such Member's Profits Interest. 1.02 Other Definitional Provisions. (a) All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall

regulations exist or may hereafter be amended from time to time (including corresponding provisions of succeeding regulations). "Voting Interests" shall mean each Member's rights to vote or approve any matter set forth in this Agreement requiring a Member's vote or requiring unanimous approval of the Members. The Voting Interests of the Members shall be JG - fifty percent (50%) and CBL - fifty percent (50%). Any reference in this Agreement to approvals of the Members or voting of Members shall be deemed to refer to each Member's Voting Interest. A Member's Voting Interest shall not change with fluctuations, if any, in such Member's Capital Interest and/or such Member's Profits Interest. 1.02 Other Definitional Provisions. (a) All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and the plural shall include the singular. Titles of Articles and Sections in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement, and all references in this Agreement to Articles, Sections, Exhibits or Schedules shall refer to the corresponding Article or Section of, or Exhibit or Schedule attached to, this Agreement, unless specific reference is made to the articles, sections or other subdivisions of, or Exhibits or Schedules to, another document or instrument. All Exhibits or Schedules attached hereto are by this reference made a part hereof. All references to any instrument, document or agreement shall, unless the context otherwise requires, refer to such instrument, document or agreement as the same may be, from time to time, amended, modified, supplemented, renewed, extended, replaced or restated. (b) Terms not otherwise defined in this Agreement shall have the meanings set forth in the Act. 1.03 Statement as to Member's Approval/Voting Rights. Notwithstanding any provision in this Agreement to the contrary, the Members hereby agree that in any decision calling for a vote or approval of the Members, the following Members shall be solely authorized to make such decision, vote or approval and, once made, such decision shall be binding on the Affiliates of such Member who are currently Members of the Company or who may be in the future admitted as Members of the Company: (i) As to any vote, approval or decision by JG and/or any of its Affiliates who may be admitted as Members of the Company - JG shall be solely authorized to cast such vote, exercise such approval or make such decision; and (ii) As to any vote, approval or decision by CBL and/or any of its Affiliates who may be admitted as Members of the Company - CBL shall be solely authorized to cast such vote, exercise such approval or make such decision. 14

ARTICLE II FORMATION 2.01 Formation. The Company was formed as an Ohio limited liability company by the filing of the Articles of Organization with the Secretary of State of Ohio in accordance with the provisions of the Act on July 29, 2003. The Company has been qualified to do business in the State of Florida as of November 5, 2003. 2.02 Name. The name of the Company is JG Gulf Coast Town Center LLC. 2.03 Principal Place of Business. The principal place of business of the Company shall be 2030 Hamilton Place Boulevard, Suite 500, CBL Center, Chattanooga, Tennessee, 37421. The Company may locate its places of business at any other place or places as the Members may from time to time deem advisable. 2.04 Statutory Agent. The Company's statutory agent for service of process is TH&F Statutory Agent Corp., One Columbus, 10 West Broad Street, Suite700, Columbus, Ohio 42315. The statutory agent may be changed from time to time pursuant to the Act and the applicable rules promulgated thereunder.

ARTICLE II FORMATION 2.01 Formation. The Company was formed as an Ohio limited liability company by the filing of the Articles of Organization with the Secretary of State of Ohio in accordance with the provisions of the Act on July 29, 2003. The Company has been qualified to do business in the State of Florida as of November 5, 2003. 2.02 Name. The name of the Company is JG Gulf Coast Town Center LLC. 2.03 Principal Place of Business. The principal place of business of the Company shall be 2030 Hamilton Place Boulevard, Suite 500, CBL Center, Chattanooga, Tennessee, 37421. The Company may locate its places of business at any other place or places as the Members may from time to time deem advisable. 2.04 Statutory Agent. The Company's statutory agent for service of process is TH&F Statutory Agent Corp., One Columbus, 10 West Broad Street, Suite700, Columbus, Ohio 42315. The statutory agent may be changed from time to time pursuant to the Act and the applicable rules promulgated thereunder. 2.05 Term. The term of the Company commenced on the date the Articles of Organization were filed with the Secretary of State of Ohio and shall continue until the Company is dissolved and its affairs wound up in accordance with the provisions of this Agreement or the Act. The Company shall have a perpetual existence unless terminated as stated above. ARTICLE III PURPOSE OF COMPANY; ADMISSION OF CBL; CAPITAL ACCOUNTS AND INTEREST/RETURN; FINANCING; OUTPARCEL VENTURE 3.01 General Business Purpose of the Company. The business of the Company shall be to engage in any lawful activity related to its activities to develop, own, operate, lease and manage the Project on the Real Estate. In furtherance thereof, the Company may exercise all powers necessary to or reasonably connected with the Company's business which may be legally exercised by limited liability companies under the Act, and may engage in all activities necessary, customary, convenient, or incident to any of the foregoing. The Members agree that the Project shall be developed in phases and there shall be separate responsibilities as between the Members with respect to (i) the development of Phase One and (ii) the development of Future Phases. Those separate responsibilities shall be as set forth in this Agreement. 3.02 Admission of CBL . As of the date of this Agreement, CBL has been admitted to the Company as a Member having the Capital Interest and the Profits Interest set forth on Exhibit B. In consideration of CBL's admission as a Member in the Company, CBL has contributed the sum of Forty Million Three Hundred ThirtyFour Thousand Nine Hundred Seventy-Eight Dollars ($40,334,978.00) in cash 15

to the Company, as CBL's Initial Capital Contribution on such admission. The Company then distributed such amount to JG and JG's Capital Interest was reduced (diluted) to zero and its Profits Interest was reduced to fifty percent (50%), set forth on Exhibit B as of the date of this Agreement. The Members agree that the Company and each Member shall treat the admission of CBL and dilution of JG as a sale by JG of the Project to CBL. 3.03 Capital Accounts (a) An individual capital account shall be maintained for each Member in accordance with Exhibit I attached hereto (a "Capital Account"). (b) The provisions of Exhibit I and any other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b)(2)(iv), and shall be interpreted and applied in a manner consistent with such Regulations. In the event that the Managing Member shall determine

to the Company, as CBL's Initial Capital Contribution on such admission. The Company then distributed such amount to JG and JG's Capital Interest was reduced (diluted) to zero and its Profits Interest was reduced to fifty percent (50%), set forth on Exhibit B as of the date of this Agreement. The Members agree that the Company and each Member shall treat the admission of CBL and dilution of JG as a sale by JG of the Project to CBL. 3.03 Capital Accounts (a) An individual capital account shall be maintained for each Member in accordance with Exhibit I attached hereto (a "Capital Account"). (b) The provisions of Exhibit I and any other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b)(2)(iv), and shall be interpreted and applied in a manner consistent with such Regulations. In the event that the Managing Member shall determine that it is prudent to modify the manner in which Capital Accounts, or any debits or credits thereto (including, without limitation, any debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Company or the Members) are computed in order to comply with such Regulations, the Managing Member may make such modification, provided, that such modification would not reasonably be expected to have a material effect on the amount distributable to any Member pursuant to the provisions of this Agreement upon the dissolution and liquidation of the Company. The Managing Member also shall make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations Section 1.704-1(b). (c) The Capital Accounts of the Members as of the date of this Agreement following CBL's admission as a Member and following the distributions and adjustments to the Capital Account of JG as referenced above are as follows: JG - $0.00 CBL - $40,334,978.00 (d) Interest/Return. Except as set forth below, the Members agree that interest/return shall accrue on any and all loans/capital contributions by Members to the Company at the rate of eleven percent (11%) per annum (simple, not compounded) interest/return (the "Interest/Return") until fully repaid or returned; provided, however, the Members also agree that in the event one Member or its Affiliates shall make the Construction Loan, the interest rate on such Construction Loan may not be at a rate equivalent to the Interest/Return but such interest rate shall be on market rate terms. 3.04 Financing. (a) Construction Loan. (i) The parties acknowledge that JG and/or its Affiliates have been pursuing the negotiation of a Construction Loan as to Phase One prior to the date of this Agreement. JG and/or its Affiliates have presented a term sheet as to the Phase One Construction Loan to CBL and its Affiliates prior to the date of this Agreement. Following the execution of this Agreement and subject to the unanimous approval rights of the Members and the procedures set forth in Section 5.03 below, CBL shall cause the Company to enter into the 16

Phase One Construction Loan to fund the construction of Phase One. As to Construction Loans for Future Phases, CBL shall, subject to the unanimous approval rights of the Members and the procedures set forth in Section 5.03 below, cause the Company to enter into such Construction Loans to fund the construction of the Future Phases. CBL shall use its reasonable efforts to obtain such Construction Loans on arm's length terms that are the most favorable market-rate terms to the Company as reasonably possible from an institutional lender that is not an Affiliate of or Controlled by any Member. (ii) If CBL determines in its reasonable judgment that it is not possible to obtain a Construction Loan for any Future Phase on commercially reasonable terms from an institutional lender that is not an Affiliate of or Controlled by any Member, CBL shall provide written notice of such determination (the "Construction Loan Unavailability Notice") to JG, specifying in reasonable detail the basis of such determination and specifying the Key Construction Loan Terms, if any, upon which CBL would be willing to be the lender of such Construction Loan (any Construction Loan made by a Member being hereinafter referred to as a "Member Construction Loan") and otherwise complying in form and content with the requirements of Section 5.03(vii) below. The Key Construction

Phase One Construction Loan to fund the construction of Phase One. As to Construction Loans for Future Phases, CBL shall, subject to the unanimous approval rights of the Members and the procedures set forth in Section 5.03 below, cause the Company to enter into such Construction Loans to fund the construction of the Future Phases. CBL shall use its reasonable efforts to obtain such Construction Loans on arm's length terms that are the most favorable market-rate terms to the Company as reasonably possible from an institutional lender that is not an Affiliate of or Controlled by any Member. (ii) If CBL determines in its reasonable judgment that it is not possible to obtain a Construction Loan for any Future Phase on commercially reasonable terms from an institutional lender that is not an Affiliate of or Controlled by any Member, CBL shall provide written notice of such determination (the "Construction Loan Unavailability Notice") to JG, specifying in reasonable detail the basis of such determination and specifying the Key Construction Loan Terms, if any, upon which CBL would be willing to be the lender of such Construction Loan (any Construction Loan made by a Member being hereinafter referred to as a "Member Construction Loan") and otherwise complying in form and content with the requirements of Section 5.03(vii) below. The Key Construction Loan Terms and the other terms and conditions of all Member Construction Loans shall be on such arm's length and market rate terms (defined by reference to third-party unaffiliated loans for the most nearly comparable projects for which third-party unaffiliated loans are commercially available) as referenced above and as set forth in the definition of Construction Loan set forth in Section 1.01 above and shall include notice and cure periods for all defaults, including, but not limited to, payment defaults. (iii) JG shall, by written notice to CBL given within fourteen (14) days of JG's receipt of the Construction Loan Unavailability Notice, respond to CBL in writing (the "JG Construction Loan Response Notice") and shall in the JG Construction Loan Response Notice either (A) approve the Key Construction Loan Terms, if any, proposed for the Member Construction Loan by CBL in the Construction Loan Unavailability Notice and elect to participate in the Member Construction Loan with CBL, on an equal basis with CBL, in which case each of JG and CBL shall act as lender to the Company for their proportionate share of the Member Construction Loan, on the terms and conditions specified in the Construction Loan Unavailability Notice; (B) approve the Key Construction Loan Terms, if any, proposed for the Member Construction Loan by CBL in the Construction Loan Unavailability Notice and elect not to participate in the Member Construction Loan, in which case CBL shall act as lender to the Company of the entire Member Construction Loan, on the terms and conditions, if any, specified in the Construction Loan Unavailability Notice; (C) specify the Key Construction Loan Terms, if any, which shall in the aggregate be superior to the terms, if any, offered by CBL in the Construction Loan Unavailability Notice, upon which JG would be willing to be the lender of the entire Member Construction Loan; or (D) disapprove the Key Construction Loan Terms, if any, proposed for the Member Construction Loan by CBL in the Construction Loan Unavailability Notice. (iv) If JG elects to respond under clause (C) of the immediately preceding paragraph (iii) of this Section 3.04(a), CBL shall, by written notice to JG given within fourteen (14) days of CBL's receipt of the JG Construction Loan Response Notice, respond to JG in writing (the "CBL Construction Loan Response Notice") and shall in the CBL Construction Loan Response Notice either (A) approve the Key Construction Loan Terms for the Member Construction Loan 17

proposed by JG in the JG Construction Loan Response Notice and elect to participate in the Member Construction Loan with JG, on an equal basis with JG, in which case each of JG and CBL shall act as lender to the Company for their proportionate share of the Member Construction Loan, on the terms and conditions specified in the JG Construction Loan Response Notice; (B) approve the Key Construction Loan Terms for the Member Construction Loan proposed by JG in the JG Construction Loan Response Notice and elect not to participate in the Member Construction Loan, in which case JG shall act as lender to the Company of the entire Member Construction Loan, on the terms and conditions specified in the JG Construction Loan Response Notice; or (C) disapprove the Key Construction Loan Terms for the Member Construction Loan proposed by JG in the JG Construction Loan Response Notice. (v) JG's approval of the Key Construction Loan Terms for the Member Construction Loan under either clause (A) or clause (B) of paragraph (iii) of this Section 3.04(a) shall be deemed to be JG's approval of such Key Construction Loan Terms for purposes of Section 5.03(vii) below. JG's disapproval of the Key Construction

proposed by JG in the JG Construction Loan Response Notice and elect to participate in the Member Construction Loan with JG, on an equal basis with JG, in which case each of JG and CBL shall act as lender to the Company for their proportionate share of the Member Construction Loan, on the terms and conditions specified in the JG Construction Loan Response Notice; (B) approve the Key Construction Loan Terms for the Member Construction Loan proposed by JG in the JG Construction Loan Response Notice and elect not to participate in the Member Construction Loan, in which case JG shall act as lender to the Company of the entire Member Construction Loan, on the terms and conditions specified in the JG Construction Loan Response Notice; or (C) disapprove the Key Construction Loan Terms for the Member Construction Loan proposed by JG in the JG Construction Loan Response Notice. (v) JG's approval of the Key Construction Loan Terms for the Member Construction Loan under either clause (A) or clause (B) of paragraph (iii) of this Section 3.04(a) shall be deemed to be JG's approval of such Key Construction Loan Terms for purposes of Section 5.03(vii) below. JG's disapproval of the Key Construction Loan Terms for the Member Construction Loan under clause (D) of paragraph (iii) of this Section 3.04(a) shall be deemed to be JG's disapproval of such Key Construction Loan Terms for purposes of Section 5.03(vii) below. CBL, by reason of having given the Construction Loan Unavailability Notice, shall be deemed to have approved the Key Construction Loan Terms, if any, for the Member Construction Loan proposed by CBL in the Construction Loan Unavailability Notice, whether or not JG elects to act as lender with respect to its proportionate share of such Member Construction Loan. (vi) CBL's approval of the Key Construction Loan Terms for the Member Construction Loan under either clause (A) or clause (B) of paragraph (iv) of this Section 3.04(a) shall be deemed to be CBL's approval of such Key Construction Loan Terms for purposes of Section 5.03(vii) below. CBL's disapproval of the Key Construction Loan Terms for the Member Construction Loan under clause (C) of paragraph (iv) of this Section 3.04(a) shall be deemed to be CBL's disapproval of such Key Construction Loan Terms for purposes of Section 5.03(vii) below. JG, by reason of having given the JG Construction Loan Response Notice, shall be deemed to have approved the Key Construction Loan Terms, if any, for the Member Construction Loan proposed by JG in the JG Construction Loan Response Notice, whether or not CBL elects to act as lender with respect to its proportionate share of such Member Construction Loan. (vii) CBL shall provide an Affiliate Loan Guarantee of CBL Parent for all Member Construction Loans. To the extent the lender of the Construction Loan shall require additional personal guarantees for any Construction Loan, CBL shall provide such guarantees (or shall provide Affiliate Loan Guarantees), except as otherwise provided in this clause (vii). If CBL intends to guarantee or provide an Affiliate Loan Guarantee of any Construction Loan, CBL will provide to JG an opportunity, exercisable in JG's sole and absolute discretion within thirty (30) days from the receipt of the notice from CBL, for JG or its Affiliate to provide a guarantee on the same terms as the guarantee to be provided by CBL or its Affiliate (except that JG may elect, in its sole and absolute discretion, to cap JG's or its Affiliate's guarantee obligation at an amount determined by JG (the "JG Construction Loan Guarantee Share"), which may be less than fifty percent (50%) of the Construction Loan and less than the amount of the Construction Loan to be guaranteed by CBL and its Affiliate (the 18

"CBL Construction Loan Guarantee Share"). In the event JG or its Affiliate elects to provide a guarantee, CBL will use its commercially reasonable efforts to cause the lender to accept "several" guarantees from CBL or its Affiliate guaranteeing the CBL Construction Loan Guarantee Share and JG or its Affiliate guaranteeing the JG Construction Loan Guarantee Share, but the lender may require "joint and several" guarantees and, in such event, CBL and JG (or their Affiliates) will provide the guarantees on a joint and several basis, but, as between CBL and JG (or their Affiliates), CBL's and its Affiliate's liability on such guarantees shall be limited to the CBL Construction Loan Guarantee Share, and JG's and its Affiliate's liability on such guarantees shall be limited to the JG Construction Loan Guarantee Share, and each guarantor will have a right of contribution and indemnity against the co-guarantor for any payments on such guarantees in excess of the JG Construction Loan Guarantee Share (as to JG and its Affiliate) or the CBL Construction Loan Guarantee Share (as to CBL and its Affiliate). Notwithstanding the foregoing, from and after a JG Exit Event, to the extent that the lender of any Construction Loan shall require additional personal guarantees for such Construction Loan, if the lender will accept several guarantees, CBL or its Affiliate and the JG Substitute Member or its Affiliate shall provide such guarantees on a several basis pro rata based on their respective Capital Interests and, if the lender requires joint and several

"CBL Construction Loan Guarantee Share"). In the event JG or its Affiliate elects to provide a guarantee, CBL will use its commercially reasonable efforts to cause the lender to accept "several" guarantees from CBL or its Affiliate guaranteeing the CBL Construction Loan Guarantee Share and JG or its Affiliate guaranteeing the JG Construction Loan Guarantee Share, but the lender may require "joint and several" guarantees and, in such event, CBL and JG (or their Affiliates) will provide the guarantees on a joint and several basis, but, as between CBL and JG (or their Affiliates), CBL's and its Affiliate's liability on such guarantees shall be limited to the CBL Construction Loan Guarantee Share, and JG's and its Affiliate's liability on such guarantees shall be limited to the JG Construction Loan Guarantee Share, and each guarantor will have a right of contribution and indemnity against the co-guarantor for any payments on such guarantees in excess of the JG Construction Loan Guarantee Share (as to JG and its Affiliate) or the CBL Construction Loan Guarantee Share (as to CBL and its Affiliate). Notwithstanding the foregoing, from and after a JG Exit Event, to the extent that the lender of any Construction Loan shall require additional personal guarantees for such Construction Loan, if the lender will accept several guarantees, CBL or its Affiliate and the JG Substitute Member or its Affiliate shall provide such guarantees on a several basis pro rata based on their respective Capital Interests and, if the lender requires joint and several guarantees, CBL or its Affiliate and the JG Substitute Member or its Affiliate will provide the guarantees on a joint and several basis, but, as between CBL and the JG Substitute Member (or their Affiliates), CBL's and its Affiliate's liability on such guarantees and the JG Substitute Member's and its Affiliate's liability on such guarantee shall be pro rata in the same proportion as their respective Capital Interests, and each guarantor will have a right of contribution and indemnity against the co-guarantor for any payments on such guarantees in excess of such guarantor's pro rata share. (viii) As guarantor, the guarantor party(ies) shall have certain rights in the event of any default under financing guaranteed, i.e., indemnity rights from the Company (but not from the Company's Members), rights to step into the primary lender's position on default and other similar rights. The Members acknowledge that upon the occurrence of such event, the guarantor party(ies) may be deemed to have a conflict of interest with respect to the Company and the other Members. The Members acknowledge this potential conflict of interest and hereby agree that it shall not be deemed a breach of any fiduciary duty that the guarantor party(ies) or Affiliates of the guarantor party(ies) may have to another Member or to the Company if the guarantor party(ies) exercise the rights and remedies of the lender or rights under any indemnity agreement or similar agreement when called upon or required to pay under a guaranty, and the guarantor party(ies) shall have the right to exercise such rights and remedies, except that in exercising such rights and remedies the guarantor shall have no right to take or cause the Company to take any action that would create or increase the personal liability of any other Member beyond such other Member's personal liability, if any, as set forth in the applicable loan document. The provisions of Section 5.03 below shall not apply to the exercise by the guarantor of such rights and remedies. No third-party, non-Member lender to the Company or creditor of any Member or of any Affiliate of any Member shall be a third-party beneficiary of the provisions of this Section 3.04 or any other provision of this Agreement. (b) Permanent Financing/Refinancing. At or prior to the maturity of the Construction Loan, and subject to the unanimous approval rights of the Members and procedures set forth in Section 5.03 below, CBL shall cause the Company to enter into the Permanent Financing/Refinancing. CBL shall use its reasonable efforts to obtain the Permanent Financing/Refinancing on arm's length terms that are the most favorable market-rate terms to the Company as reasonably possible from an institutional lender that is not an Affiliate of or Controlled by any Member. CBL may also cause the Company to enter into one or more subsequent 19

Permanent Financings/Refinancings to replace a then-existing Permanent Financing/Refinancing under the same parameters as set forth herein and subject to the unanimous approval rights and procedures set forth in Section 5.03 below. To the extent the lender of the Permanent Financing/Refinancing shall require personal guarantees for such loan, CBL shall provide such guarantees (or shall provide Affiliate Loan Guarantees), except as otherwise provided in this paragraph. If CBL intends to guarantee or provide an Affiliate Loan Guarantee of any nonrecourse Permanent Financing/Refinancing, CBL will provide to JG an opportunity, exercisable in JG's sole and absolute discretion within thirty (30) days from the receipt of the notice from CBL, for JG or its Affiliate to provide a guarantee on the same terms as the guarantee to be provided by CBL or its Affiliate (except that JG may elect, in its sole and absolute discretion, to cap JG's or its Affiliate's guarantee obligation at an amount determined by JG

Permanent Financings/Refinancings to replace a then-existing Permanent Financing/Refinancing under the same parameters as set forth herein and subject to the unanimous approval rights and procedures set forth in Section 5.03 below. To the extent the lender of the Permanent Financing/Refinancing shall require personal guarantees for such loan, CBL shall provide such guarantees (or shall provide Affiliate Loan Guarantees), except as otherwise provided in this paragraph. If CBL intends to guarantee or provide an Affiliate Loan Guarantee of any nonrecourse Permanent Financing/Refinancing, CBL will provide to JG an opportunity, exercisable in JG's sole and absolute discretion within thirty (30) days from the receipt of the notice from CBL, for JG or its Affiliate to provide a guarantee on the same terms as the guarantee to be provided by CBL or its Affiliate (except that JG may elect, in its sole and absolute discretion, to cap JG's or its Affiliate's guarantee obligation at an amount determined by JG (the "JG Permanent Financing/Refinancing Guarantee Share"), which may be less than fifty percent (50%) of the Permanent Financing/Refinancing and less than the amount of the Permanent Financing/Refinancing to be guaranteed by CBL and its Affiliate (the "CBL Permanent Financing/Refinancing Guarantee Share"). In the event JG or its Affiliate elects to provide a guarantee, CBL will use its commercially reasonable efforts to cause the lender to accept "several" guarantees from CBL or its Affiliate guaranteeing the CBL Permanent Financing/Refinancing Guarantee Share and JG or its Affiliate guaranteeing the JG Permanent Financing/Refinancing Guarantee Share, but the lender may require "joint and several" guarantees and, in such event, CBL and JG (or their Affiliates) will provide the guarantees on a joint and several basis, but, as between CBL and JG (or their Affiliates), CBL's and its Affiliate's liability on such guarantees shall be limited to the CBL Permanent Financing/Refinancing Guarantee Share, and JG's and its Affiliate's liability on such guarantees shall be limited to the JG Permanent Financing/Refinancing Guarantee Share, and each guarantor will have a right of contribution and indemnity against the co-guarantor for any payments on such guarantees in excess of the JG Permanent Financing/Refinancing Guarantee Share (as to JG and its Affiliate) or the CBL Permanent Financing/Refinancing Guarantee Share (as to CBL and its Affiliate). Notwithstanding the foregoing, from and after a JG Exit Event, to the extent that the lender of any Permanent Financing/Refinancing shall require additional personal guarantees for such Permanent Financing/Refinancing, if the lender will accept several guarantees, CBL or its Affiliate and the JG Substitute Member or its Affiliate shall provide such guarantees on a several basis pro rata based on their respective Capital Interests and, if the lender requires joint and several guarantees, CBL or its Affiliate and the JG Substitute Member or its Affiliate will provide the guarantees on a joint and several basis, but, as between CBL and the JG Substitute Member (or their Affiliates), CBL's and its Affiliate's liability on such guarantees and the JG Substitute Member's and its Affiliate's liability on such guarantee shall be pro rata in the same proportion as their respective Capital Interests, and each guarantor will have a right of contribution and indemnity against the co-guarantor for any payments on such guarantees in excess of such guarantor's pro rata share. As guarantor, the guarantor party(ies) shall have certain rights in the event of any default under financing guaranteed, i.e., indemnity rights from the Company (but not from the Company's Members), rights to step into the primary lender's position on default and other similar rights. The Members acknowledge that upon the occurrence of such event, the guarantor party(ies) may be deemed to have a conflict of interest with respect to the Company and the other Members. The Members acknowledge this potential conflict of interest and hereby agree that it shall not be deemed a breach of any fiduciary duty that the guarantor party(ies) or Affiliates of the guarantor party(ies) may have to 20

another Member or to the Company if the guarantor party(ies) exercise the rights and remedies of the lender or rights under any indemnity agreement or similar agreement when called upon or required to pay under a guaranty, and the guarantor party(ies) shall have the right to exercise such rights and remedies, except that in exercising such rights and remedies the guarantor shall have no right to take or cause the Company to take any action that would create or increase the personal liability of any other Member beyond such other Member's personal liability, if any, as set forth in the applicable loan document. The provisions of Section 5.03 below shall not apply to the exercise by the guarantor of such rights and remedies. (c) Affiliate Loan Guarantees. As set forth above, the lender(s) of the Construction Loan and/or the Permanent Financing/Refinancing may require the personal guarantees of CBL or Affiliates of CBL (the "Affiliate Loan Guarantees"). If such a lender requires an Affiliate Loan Guarantee other than or in addition to CBL's Affiliate

another Member or to the Company if the guarantor party(ies) exercise the rights and remedies of the lender or rights under any indemnity agreement or similar agreement when called upon or required to pay under a guaranty, and the guarantor party(ies) shall have the right to exercise such rights and remedies, except that in exercising such rights and remedies the guarantor shall have no right to take or cause the Company to take any action that would create or increase the personal liability of any other Member beyond such other Member's personal liability, if any, as set forth in the applicable loan document. The provisions of Section 5.03 below shall not apply to the exercise by the guarantor of such rights and remedies. (c) Affiliate Loan Guarantees. As set forth above, the lender(s) of the Construction Loan and/or the Permanent Financing/Refinancing may require the personal guarantees of CBL or Affiliates of CBL (the "Affiliate Loan Guarantees"). If such a lender requires an Affiliate Loan Guarantee other than or in addition to CBL's Affiliate Loan Guarantee, CBL shall cause CBL Parent (or, as to any lender other than the lender of a Member Construction Loan, such other Affiliate(s) as may be acceptable to the lender) to provide an Affiliate Loan Guarantee. If CBL or CBL Parent extends credit to or for the benefit of the Company by providing an Affiliate Loan Guarantee for the Construction Loan and/or the Permanent Financing/Refinancing, CBL and/or CBL Parent shall have the right to request and receive indemnification from the Company (but not from the Company's Members) against any and all loss, cost and expense incurred in connection therewith and such guarantor shall be entitled to step into the shoes of the lender upon payment under such Affiliate Loan Guarantee. The Members acknowledge that upon the occurrence of such event, CBL and/or CBL Parent may be deemed to have a conflict of interest with respect to the Company and the other Members. The Members acknowledge this potential conflict of interest and hereby agree that it shall not be deemed a breach of any fiduciary duty that CBL may have to another Member or to the Company if CBL or CBL Parent exercises the rights and remedies of the lender or rights under any indemnity agreement or similar agreement when called upon or required to pay under an Affiliate Loan Guarantee, and CBL or CBL Parent shall have the right to exercise such rights and remedies, except that in exercising such rights and remedies CBL and CBL Parent shall have no right to take or cause the Company to take any action that would create or increase the personal liability of the Members beyond the Members' personal liability, if any, as set forth in the applicable loan documents. The provisions of Section 5.03 below shall not apply to the exercise by CBL or CBL Parent of such rights and remedies. (d) Member as Lender. In the event a Member or its Affiliates serve as the lender on any Member Construction Loan (the "Member Lender") pursuant to the provisions of this Agreement, the other Members acknowledge that the Member Lender may be deemed to have a conflict of interest with respect to the Company and the other Members. The other Members acknowledge this potential conflict of interest and hereby agree that it shall not be deemed a breach of any fiduciary duty that the Member Lender may have to another Member or to the Company if the Member Lender or the Member Lender's Affiliate who has provided the Member Construction Loan exercises the rights and remedies of the lender or lender's rights under the loan documents with respect to such financing, except that in exercising such rights and remedies the Member Lender or the Member Lender's Affiliate shall have no right to take or cause the Company to take any action that would create or increase the personal liability of the Members beyond the Members' personal liability, if any, as set forth in the applicable loan documents. The provisions of Section 5.03 below shall not apply to the exercise by the Member Lender or the Member Lender's Affiliate of such rights and remedies. The Members also agree that in the situation where (i) the Member 21

Lender has provided a Member Construction Loan on a particular phase of the Project and (ii) a third-party lender has provided a Construction Loan and/or Permanent Financing/Refinancing on another phase of the Project and (iii) there is a default on the third-party lender's financing, then in such events, the foreclosure by the third-party lender shall not be deemed to extinguish or otherwise foreclose any equity or rights of the Member Lender as to any phase of the Project or asset of the Company other than the assets specifically pledged to secure the third-party lender's loan. 3.05 Outparcel Venture. The Members acknowledge that the Company has acquired the entirety of the Real Estate in the name of the Company. As the Project is developed on the Real Estate, the Members anticipate that certain portions of the Real Estate may be designated as Outparcels. Upon such designation, CBL may elect to require the Company to transfer the Outparcels to a new entity (the "Outparcel Venture") which shall be in the form of a limited liability company and whose members shall be the Members of this Company or their Affiliates

Lender has provided a Member Construction Loan on a particular phase of the Project and (ii) a third-party lender has provided a Construction Loan and/or Permanent Financing/Refinancing on another phase of the Project and (iii) there is a default on the third-party lender's financing, then in such events, the foreclosure by the third-party lender shall not be deemed to extinguish or otherwise foreclose any equity or rights of the Member Lender as to any phase of the Project or asset of the Company other than the assets specifically pledged to secure the third-party lender's loan. 3.05 Outparcel Venture. The Members acknowledge that the Company has acquired the entirety of the Real Estate in the name of the Company. As the Project is developed on the Real Estate, the Members anticipate that certain portions of the Real Estate may be designated as Outparcels. Upon such designation, CBL may elect to require the Company to transfer the Outparcels to a new entity (the "Outparcel Venture") which shall be in the form of a limited liability company and whose members shall be the Members of this Company or their Affiliates and the capital interests, profits interests and voting interests of the members of the Outparcel Venture shall be in the same proportions as their or their Affiliates' Capital Interests, Profits Interests and Voting Interests in the Company. The rights, duties, obligations, privileges, remedies, transfer restrictions, buy-sell provisions and other provisions of this Agreement shall be part of a definitive limited liability company agreement for the Outparcel Venture (the "Outparcel Venture Agreement"). CBL shall prepare a draft of the Outparcel Venture Agreement and shall deliver it to JG for its review and approval. Each Member shall be entitled to designate its member to be included in the Outparcel Venture but such designation shall only be allowed as to the Member itself or an Affiliate of such Member. The Outparcel Venture Agreement shall contain distribution provisions that will coordinate with the distribution provisions of this Agreement as to return of capital and other matters. The Outparcel Venture Agreement will provide for cross-defaults and cross buy-sell provisions such that the acquisition by one Member of the interests of another non-Affiliated Member under this Agreement shall likewise entail the acquisition of such non-Affiliated Member's interests in the Outparcel Venture. ARTICLE IV NAMES AND ADDRESSES OF MEMBERS The names and addresses of the Members are set out on Exhibit B. ARTICLE V GOVERNANCE 5.01 General Powers. Subject to the terms of this Agreement, the business and affairs of the Company shall be managed by CBL, and CBL shall be the Managing Member of the Company. A Member shall not have the authority to act as an agent of the Company or legally bind the Company, unless such Person is: (a) the Managing Member; or (b) JG (as to its duties under Section 6.02 of this Agreement); or (c) a Person designated in writing by action of the Members as being so authorized. 22

5.02 Standard of Conduct. A Member shall discharge such Member's duties as a Member in good faith, in a manner the Member reasonably believes to be in the best interest of the Company, and with the care an ordinarily prudent Person in a like position would exercise under similar circumstances. Each Member shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (a) one (1) or more employees of the Company or one (1) or more employees of one of the Company's Members, in either case, whom the Member reasonably believes to be reliable and competent in the matters presented; or (b) legal counsel, public accountants or other Persons as to matters the Member reasonably believes are within such Person's professional or expert competence. A Member shall not be liable for any action taken as a Member, or any failure to take any action, if the Member performed the duties of the position as a Member in compliance with this Section 5.02. Except as specifically set forth in this Agreement or in the Act, no Member shall be personally liable to the Company, any Member or any third party for any action taken as a Member or for any failure to take any action as a Member other than due to the gross negligence or willful misconduct of such Member.

5.02 Standard of Conduct. A Member shall discharge such Member's duties as a Member in good faith, in a manner the Member reasonably believes to be in the best interest of the Company, and with the care an ordinarily prudent Person in a like position would exercise under similar circumstances. Each Member shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (a) one (1) or more employees of the Company or one (1) or more employees of one of the Company's Members, in either case, whom the Member reasonably believes to be reliable and competent in the matters presented; or (b) legal counsel, public accountants or other Persons as to matters the Member reasonably believes are within such Person's professional or expert competence. A Member shall not be liable for any action taken as a Member, or any failure to take any action, if the Member performed the duties of the position as a Member in compliance with this Section 5.02. Except as specifically set forth in this Agreement or in the Act, no Member shall be personally liable to the Company, any Member or any third party for any action taken as a Member or for any failure to take any action as a Member other than due to the gross negligence or willful misconduct of such Member. 5.03 Governance. The day-to-day operational decisions of the Company shall be made by the Managing Member unless specifically set forth in this Agreement to the contrary. Unanimous Approval Items. Subject to the provisions of Section 1.03, the following decisions shall require the unanimous approval of the Members, and, neither JG, pursuant to JG's responsibilities set forth herein, nor CBL, as Managing Member and/or pursuant to CBL's responsibilities set forth herein, shall be authorized to take the following actions unless such approval has been obtained: (i) The sale, lease or other disposition of all or any portion of the Project or all or any of the Real Estate either in one transaction or in a series of interrelated transactions, except (A) as set forth in Article XVI and Article XVII; (B) as reflected in an approved Pro Forma and/or Operating Budget; (C) for the leasing of the space in the Project to individual tenants in the course of the Company's business; (D) for sales or ground leases of Outparcels to occupants that are consistent with a first-class shopping center; and (E) for normal and customary easements and access rights granted in the course of development of the Project; (ii) The approval of the Site Plan for Future Phases (other than Phase Two) and any material and/or substantial modifications or amendments to the Phase One Site Plan, the Phase Two Site Plan or the Site Plan for Future Phases, the approval of expansions or redevelopment of the Project, the approval of the Development Schedules for the Project; (iii) The approval of the Pro Forma for the development and construction of Future Phases, the approval of any modifications or adjustment(s) to a previously approved Pro Forma for Phase One or any Future Phase(s) that constitute Material Development Deviations; 23

(iv) The approval of the architects and engineers for Future Phases (except that the Members agree that they may establish, by the same unanimous approval as would be required to approve an architect or engineer under this clause, an approved list of architects and engineers that then may be engaged without further approval by the Members) and the approval of any fees payable to such architects and engineers collectively with respect to any Future Phase(s), where the aggregate of such fees will exceed four and one-half percent (4.5%) of the total costs to construct such phase (the Members agree that, for purposes of this clause (iv), they have heretofore approved Dougherty Schroeder & Associates, Inc. as architect for Future Phases); (v) The selection of the general contractor for construction of Future Phases (it being agreed that EMJ shall be entitled to bid on the construction contract for Future Phases) and the entering into of a Construction Contract by the Company that does not meet the parameters set forth in Section 6.05 below; (vi) The approval of the Operating Budget for the Project and the incurrence of expenditures or obligations that constitute a Material Operating Deviation; (vii) The approval of the Key Construction Loan Terms on the procedures set forth in this clause (vii) or, as to Member Construction Loans, the procedures set forth in Section 3.04(a). CBL shall notify JG, in writing, prior to

(iv) The approval of the architects and engineers for Future Phases (except that the Members agree that they may establish, by the same unanimous approval as would be required to approve an architect or engineer under this clause, an approved list of architects and engineers that then may be engaged without further approval by the Members) and the approval of any fees payable to such architects and engineers collectively with respect to any Future Phase(s), where the aggregate of such fees will exceed four and one-half percent (4.5%) of the total costs to construct such phase (the Members agree that, for purposes of this clause (iv), they have heretofore approved Dougherty Schroeder & Associates, Inc. as architect for Future Phases); (v) The selection of the general contractor for construction of Future Phases (it being agreed that EMJ shall be entitled to bid on the construction contract for Future Phases) and the entering into of a Construction Contract by the Company that does not meet the parameters set forth in Section 6.05 below; (vi) The approval of the Operating Budget for the Project and the incurrence of expenditures or obligations that constitute a Material Operating Deviation; (vii) The approval of the Key Construction Loan Terms on the procedures set forth in this clause (vii) or, as to Member Construction Loans, the procedures set forth in Section 3.04(a). CBL shall notify JG, in writing, prior to the placement of the Construction Loan, which notice shall include a written term sheet for the proposed Construction Loan and identify the Key Construction Loan Terms and the proposed lender(s). JG shall either approve or disapprove said terms by written notice delivered and received by CBL within fourteen (14) Days of the date on which JG shall receive CBL's notice. In the event JG does not respond within said fourteen (14) Day period, such failure to respond shall be deemed an approval of terms of the Construction Loan as set forth in CBL's notice; (viii) The approval of the Key Permanent Loan Terms on the procedures set forth in this clause (viii). CBL shall notify JG, in writing, prior to the placement of the Permanent Financing/Refinancing, which notice shall include a written term sheet for the proposed Permanent Financing/Refinancing and identify the Key Permanent Loan Terms and the proposed lenders(s). JG shall either approve or disapprove said terms by written notice delivered and received by CBL within fourteen (14) Days of the date on which JG shall receive CBL's notice. In the event JG does not respond within said fourteen (14) Day period, such failure to respond shall be 24

deemed an approval of the Permanent Financing/Refinancing as set forth in CBL's notice; (ix) Unless set forth in this Agreement, in an approved Pro Forma or in an approved annual Operating Budget, the incurring or payment of any fees to a Member or to an Affiliate of a Member or the entering into any agreement or contract with any Member or an Affiliate of a Member; except that the Company may enter into a contract for the maintenance/janitorial/security for the Project with ERMC II, LP or its affiliates without further approvals provided the terms of such contracts are on terms that are competitive in the market and within an approved Pro Forma and/or Operating Budget; and except that Member Construction Loans shall be subject to Section 5.03(vii) above and shall not be subject to this Section 5.03(ix); (x) Except for required funding set forth in this Agreement, the required funding by Members of any obligation, capital expenditure, cost or other expense, and the entering into any contract or agreement, including guarantees or indemnities, that creates personal liability of the Members, other than CBL, beyond their contributions to the Capital of the Company or that requires the personal guarantees or indemnities of the Members or their Affiliates, other than CBL or its Affiliates; (xi) The filing of bankruptcy or the filing for the appointment of a receiver for the assets of the Company; (xii) In the event of any default under any financing secured by assets of the Company, the decision as to whether to allow foreclosure by the creditor or provide a deed in lieu of foreclosure; (xiii) The dissolution or termination of the Company; (xiv) The payment to JG of any compensation for the performance of its obligations pursuant to Article VI of this

deemed an approval of the Permanent Financing/Refinancing as set forth in CBL's notice; (ix) Unless set forth in this Agreement, in an approved Pro Forma or in an approved annual Operating Budget, the incurring or payment of any fees to a Member or to an Affiliate of a Member or the entering into any agreement or contract with any Member or an Affiliate of a Member; except that the Company may enter into a contract for the maintenance/janitorial/security for the Project with ERMC II, LP or its affiliates without further approvals provided the terms of such contracts are on terms that are competitive in the market and within an approved Pro Forma and/or Operating Budget; and except that Member Construction Loans shall be subject to Section 5.03(vii) above and shall not be subject to this Section 5.03(ix); (x) Except for required funding set forth in this Agreement, the required funding by Members of any obligation, capital expenditure, cost or other expense, and the entering into any contract or agreement, including guarantees or indemnities, that creates personal liability of the Members, other than CBL, beyond their contributions to the Capital of the Company or that requires the personal guarantees or indemnities of the Members or their Affiliates, other than CBL or its Affiliates; (xi) The filing of bankruptcy or the filing for the appointment of a receiver for the assets of the Company; (xii) In the event of any default under any financing secured by assets of the Company, the decision as to whether to allow foreclosure by the creditor or provide a deed in lieu of foreclosure; (xiii) The dissolution or termination of the Company; (xiv) The payment to JG of any compensation for the performance of its obligations pursuant to Article VI of this Agreement or for any other services to the Company other than as set forth on Exhibit C of this Agreement; (xv) The payment to CBL of any compensation for the performance of its obligations as Managing Member of the Company or for any other services to the Company pursuant to Article VI of this Agreement other than as set forth on Exhibit C of this Agreement and/or in the Property Management Agreement; (xvi) The entering into any agreement or contract between the Company and a Member or any Affiliate of a Member other than as referenced or authorized in this Agreement. The Members 25

acknowledge that CBL or its Affiliates shall enter into the Property Management Agreement as referenced herein and serve as the Property Manager in accordance with the terms and conditions of the Property Management Agreement; (xvii) Any replacement of the Property Manager and any other amendment to the Property Management Agreement, except a replacement of the Property Manager upon termination of the Property Management Agreement pursuant to clause (i) or clause (ii) of Section 10.2 of the Property Management Agreement; (xviii) The removal of the Managing Member as contemplated by Section 6.06 below (other than upon Default of the Managing Member under Section 20.01 below); (xix) Any distribution to the Members of Distributable Cash or any other funds or assets of the Company other than as set forth in a Pro Forma, an Operating Budget or as otherwise specifically provided in this Agreement; (xx) Any employment agreement through which the Company shall hire, retain or employ any individual as an "employee" of the Company. For these purposes, the Members acknowledge that it is their initial intention that the Company shall not have any "employees"; (xxi) The establishment of any Reserve described in clause (ii) of the definition of such term in Section 1.01 above; and

acknowledge that CBL or its Affiliates shall enter into the Property Management Agreement as referenced herein and serve as the Property Manager in accordance with the terms and conditions of the Property Management Agreement; (xvii) Any replacement of the Property Manager and any other amendment to the Property Management Agreement, except a replacement of the Property Manager upon termination of the Property Management Agreement pursuant to clause (i) or clause (ii) of Section 10.2 of the Property Management Agreement; (xviii) The removal of the Managing Member as contemplated by Section 6.06 below (other than upon Default of the Managing Member under Section 20.01 below); (xix) Any distribution to the Members of Distributable Cash or any other funds or assets of the Company other than as set forth in a Pro Forma, an Operating Budget or as otherwise specifically provided in this Agreement; (xx) Any employment agreement through which the Company shall hire, retain or employ any individual as an "employee" of the Company. For these purposes, the Members acknowledge that it is their initial intention that the Company shall not have any "employees"; (xxi) The establishment of any Reserve described in clause (ii) of the definition of such term in Section 1.01 above; and (xxii) The termination of or any amendment or modification of this Agreement other than the exercise of the authority of the Managing Member to the limited extent required to revise Exhibit B to reflect any adjustment to the Capital Accounts or Profits Interests of the Members should such adjustments arise under other provisions of this Agreement, the Members likewise acknowledging that the authority of the Managing Member to make such adjustments to Exhibit B is not an arbitrary right but shall only be applicable if an adjustment to the Capital Accounts or Profits Interests of the Members is implemented in accordance with other provisions of this Agreement. ARTICLE VI SPECIFIC DUTIES OF MEMBERS 26

6.01 Managing Member. The Company shall not have managers but shall have a Managing Member as set forth above. The Company shall be a "member-managed" limited liability company. 6.02 JG's Specific Duties. (a) Development and Construction of Phase One . (i) Development and Construction Responsibilities. From and after the date of this Agreement and subject to the terms of this Agreement and the matters requiring unanimous approval as set forth in Section 5.03 above, JG shall have primary responsibility for all development and construction activities relating to the development and construction of Phase One in accordance with the Phase One Site Plan and the Phase One Pro Forma, including but not limited to the procuring and/or amending all rights, entitlements and appurtenances necessary or desirable to develop Phase One, planning, procuring traffic and roadway studies and improvements, securing governmental approvals, performing soils and hazardous waste investigations, and procuring conservation, environmental and utility studies and approvals. (ii) Phase One Pro Forma and Phase One Development Schedule. (A) The Members agree that the Phase One pro forma (which includes categories for projected rental income, projected net project cost, projected net cash flow and projected free and clear return) for Phase One that is attached hereto and made a part hereof as Exhibit E (the "Phase One Pro Forma") has been approved by all

6.01 Managing Member. The Company shall not have managers but shall have a Managing Member as set forth above. The Company shall be a "member-managed" limited liability company. 6.02 JG's Specific Duties. (a) Development and Construction of Phase One . (i) Development and Construction Responsibilities. From and after the date of this Agreement and subject to the terms of this Agreement and the matters requiring unanimous approval as set forth in Section 5.03 above, JG shall have primary responsibility for all development and construction activities relating to the development and construction of Phase One in accordance with the Phase One Site Plan and the Phase One Pro Forma, including but not limited to the procuring and/or amending all rights, entitlements and appurtenances necessary or desirable to develop Phase One, planning, procuring traffic and roadway studies and improvements, securing governmental approvals, performing soils and hazardous waste investigations, and procuring conservation, environmental and utility studies and approvals. (ii) Phase One Pro Forma and Phase One Development Schedule. (A) The Members agree that the Phase One pro forma (which includes categories for projected rental income, projected net project cost, projected net cash flow and projected free and clear return) for Phase One that is attached hereto and made a part hereof as Exhibit E (the "Phase One Pro Forma") has been approved by all Members. The "projected net project cost" category in the Phase One Pro Forma represents the anticipated hard and soft costs to construct Phase One and is sometimes referred to in the industry as the capital expense budget. (B) JG shall develop Phase One according to the Phase One Site Plan and shall use its commercially reasonable efforts to do so within the projected net project cost parameters set forth in the Phase One Pro Forma. JG shall use its commercially reasonable efforts to meet the Phase One Development Schedule as set forth on Exhibit H attached hereto (the "Phase One Development Schedule"). Notwithstanding the foregoing but subject to the approval rights of the Members set forth in Section 5.03 as to Material Development Deviations, JG shall cause the Company to expend, the amounts required to complete Phase One subject to and in accordance with the provisions of this Agreement and the Phase One Pro Forma. In the event a Material Development Deviation becomes necessary from the Phase One Pro Forma, JG may revise such Pro Forma but only after securing the unanimous approval of the Members pursuant to and in accordance with Section 5.03 above (for purposes of this clause (B) and Section 5.03 above, JG shall be conclusively deemed to have approved any such Material Development Deviation). (C) During the development of Phase One, JG shall review the Phase One Development Schedule to determine whether specific items set forth therein can be accomplished within the time parameters set forth therein and advise CBL if it determines that a modification of the Phase One Development Schedule is necessary or appropriate, and JG shall review the Phase One Pro Forma periodically to determine whether Phase One may be developed within the projected net project cost parameters set forth therein. If JG determines that a Material Development Deviation to the Phase One Pro Forma is necessary, JG shall notify CBL of the necessary revisions and shall request the unanimous approval of said revisions pursuant to Section 5.03 above. CBL shall approve or disapprove the requested revisions, by written notice given to JG, within twenty 27

(20) Days of the date upon which CBL receives the requested revisions to the Phase One Pro Forma and, if CBL disapproves the requested revisions, shall include in such notice an explanation of the reasons therefor. The failure of CBL to respond within the 20-Day period shall be construed as an approval of the requested revisions by CBL. In the event CBL approves the requested revisions or the revisions do not rise to the level of a Material Development Deviation, JG shall revise the Phase One Pro Forma to make the approved revisions and the Phase One Pro Forma, as revised, shall become the Phase One Pro Forma for all purposes under this Agreement with respect to such phase. For purposes of this clause (C) and Section 5.03 above, JG shall be conclusively deemed to have approved any such Material Development Deviation. (D) During the development of Phase One, JG will review and approve or disapprove as appropriate all invoices

(20) Days of the date upon which CBL receives the requested revisions to the Phase One Pro Forma and, if CBL disapproves the requested revisions, shall include in such notice an explanation of the reasons therefor. The failure of CBL to respond within the 20-Day period shall be construed as an approval of the requested revisions by CBL. In the event CBL approves the requested revisions or the revisions do not rise to the level of a Material Development Deviation, JG shall revise the Phase One Pro Forma to make the approved revisions and the Phase One Pro Forma, as revised, shall become the Phase One Pro Forma for all purposes under this Agreement with respect to such phase. For purposes of this clause (C) and Section 5.03 above, JG shall be conclusively deemed to have approved any such Material Development Deviation. (D) During the development of Phase One, JG will review and approve or disapprove as appropriate all invoices from contractors and subcontractors working on Phase One, code the invoices for intake into CBL's accounting system, and forward the approved and coded invoices to CBL for issuance of a draw request under the Phase One Construction Loan. CBL will issue a draw request for payment of such invoices to the lender on the Phase One Construction Loan no later than the fifth Day (not counting Saturday, Sunday or any Day on which national banks are permitted to be closed in Chattanooga, Tennessee or Cleveland, Ohio) after CBL receives such invoices and will arrange payment of such approved invoices by such lender in accordance with the Phase One Construction Loan. (b) Limitations on JG's Authority. JG shall not have the authority to take the following actions: (i) Any action set forth in Section 5.03 above unless the requisite unanimous approval of the Members as set forth in Section 5.03 has been obtained and any action otherwise set forth in this Agreement as requiring the approval of all Members unless such approval shall have been obtained; (ii) Any action directly in contravention to the terms of this Agreement, the Articles of Organization or the Act; and/or (iii) Any action, except those specifically authorized hereunder, which would make it impossible to carry out the business of the Company. 6.03 Managing Member; CBL'S Specific Duties. CBL shall be the Managing Member of the Company. CBL shall serve as the Managing Member until its successor shall have been duly elected and shall have qualified or until its termination, dissolution, resignation or removal for default pursuant to this Agreement. (a) Authority of CBL as the Managing Member. Subject to the terms of this Agreement and, specifically, the duties and responsibilities of JG set forth above and the matters requiring unanimous Member approval as set forth in Section 5.03 above, CBL, as the Managing Member, shall in general supervise and administer all the business and affairs of the operation of the Company as a limited liability company. CBL shall be responsible for the maintenance of the 28

Company's books and records and shall have authority to collect all rents and other amounts due to the Company from third parties. CBL shall have financial oversight of the Company and shall deal directly with the Accountants in the preparation of financial statements and tax returns for the Company, consistent with this Agreement. CBL, as the Managing Member, shall preside at all meetings of the Members. CBL, as the Managing Member, shall, if necessary, see that all orders and resolutions of the Members are carried into effect. CBL, as the Managing Member, shall sign and deliver in the name of the Company any deeds, leases, mortgages, bonds, contracts or other instruments pertaining to the business of the Company, except in cases in which the authority to sign and deliver is required by law to be exercised by another Person or is expressly delegated or governed by the Articles of Organization, this Agreement or by the Members; and in general shall perform all duties incident to the office of Managing Member. (b) Authority of CBL as to the Operation of the Company and as to the Operating Budget. Subject to the provisions of this Section 6.03(b), CBL shall prepare or cause to be prepared an annual Operating Budget setting forth the projected expenditures, costs and revenues for the phases of the Project for which construction

Company's books and records and shall have authority to collect all rents and other amounts due to the Company from third parties. CBL shall have financial oversight of the Company and shall deal directly with the Accountants in the preparation of financial statements and tax returns for the Company, consistent with this Agreement. CBL, as the Managing Member, shall preside at all meetings of the Members. CBL, as the Managing Member, shall, if necessary, see that all orders and resolutions of the Members are carried into effect. CBL, as the Managing Member, shall sign and deliver in the name of the Company any deeds, leases, mortgages, bonds, contracts or other instruments pertaining to the business of the Company, except in cases in which the authority to sign and deliver is required by law to be exercised by another Person or is expressly delegated or governed by the Articles of Organization, this Agreement or by the Members; and in general shall perform all duties incident to the office of Managing Member. (b) Authority of CBL as to the Operation of the Company and as to the Operating Budget. Subject to the provisions of this Section 6.03(b), CBL shall prepare or cause to be prepared an annual Operating Budget setting forth the projected expenditures, costs and revenues for the phases of the Project for which construction has been completed or will be completed and that are open and operating or will be open and operating for the upcoming Fiscal Year. Each such annual Operating Budget must be unanimously approved by the Members as required in Section 5.03 above. The initial annual Operating Budget shall be prepared by CBL and submitted to the Members on or before the date that is thirty (30) Days prior to the end of the Construction Period for Phase One. (i) Not later than December 1 of each Fiscal Year of the Company, CBL shall prepare and deliver a preliminary annual Operating Budget to the Members for the Company's next succeeding Fiscal Year. The Members shall have thirty (30) Days in which to review and approve or disapprove each such annual Operating Budget, during which period the Members shall meet, if necessary, to discuss said proposed Operating Budget and revisions thereto and if the Members do not respond with any suggested changes or revisions within such 30-Day period, such shall be deemed an approval of the proposed annual Operating Budget as submitted by CBL by the Member failing to respond. CBL shall thereafter revise such annual Operating Budget as may be necessary in accordance with the agreements reached by the Members and deliver same in final form to all Members not later than December 15 of each year. Each such Operating Budget shall be subject to the prior unanimous written approval of the Members pursuant to Section 5.03 above, which shall not be unreasonably withheld or delayed, and when so approved shall constitute the "Operating Budget" for the next succeeding Fiscal Year, and (when so approved) is herein referred to as an "Operating Budget". If any proposed annual Operating Budget is not approved or not deemed approved by the Members as and when provided for herein, the Operating Budget that has been most recently approved by the Members as required hereunder shall remain in effect, and CBL shall operate the Project pursuant to said most recently approved Operating Budget, until a new annual Operating Budget is approved in accordance with the provisions hereof; provided, however, that the following-described annual costs contained in the most recently approved Operating Budget that has been approved by the Members as required herein shall be increased on January 1 by the actual amount of any annual increase in said costs to the Company during the then-current Fiscal Year, it being recognized that any increases in said costs are generally beyond the control of the Members and that the goods and services relative thereto are necessary for the proper functioning of the Project: (A) ad valorem taxes; 29

(B) utility expenses, including but not limited to water, sewer, electricity, natural gas and telephone; (C) property and casualty insurance premiums; (D) maintenance costs relative to (x) the furnishing of HVAC service as required by leases for occupancy of the Project and (y) landscaping; (E) debt service (interest and principal, if any) due with respect to mortgage financing encumbering the Project that has been incurred in accordance with the provisions of this Agreement; (F) compensation, fees, costs and expenses of the Company's Accountants, attorneys, architects, engineers and

(B) utility expenses, including but not limited to water, sewer, electricity, natural gas and telephone; (C) property and casualty insurance premiums; (D) maintenance costs relative to (x) the furnishing of HVAC service as required by leases for occupancy of the Project and (y) landscaping; (E) debt service (interest and principal, if any) due with respect to mortgage financing encumbering the Project that has been incurred in accordance with the provisions of this Agreement; (F) compensation, fees, costs and expenses of the Company's Accountants, attorneys, architects, engineers and other professionals; and (G) postage. (ii) CBL shall be authorized to make those expenditures and to incur those obligations provided for in the then current Operating Budget. Except as set forth in Section 6.03(b)(iii) below, CBL shall not exceed the expenditure limits set forth in said Operating Budget without the prior unanimous written approval of the Members required under Section 5.03 above. (iii) CBL shall endeavor to operate the Project within the Operating Budget in effect from time to time, as same may be revised from time to time in accordance with the provisions of this Agreement. CBL's authority shall be limited to the authority to (A) expend up to the respective amounts for the respective purposes set forth in the Operating Budget (as same may be increased pursuant to and in accordance with the provisions of this Agreement), and (B) operate the Project in accordance with the provisions of this Agreement and the parameters set forth in the Operating Budget. CBL shall secure the Members' prior unanimous written approval, as required under Section 5.03 above, for any expenditures that will result in cost overruns of the Operating Budget that exceed, individually or in the aggregate, five percent (5%) of the aggregate annual budgeted expense amount set forth in the Operating Budget then in effect (any expenditure resulting in an overrun in excess of the aforesaid limits is herein referred to as a "Material Operating Deviation"), and the Operating Budget, as revised, shall become the Operating Budget for all purposes under this Agreement for the remainder of such Fiscal Year. During each Fiscal Year, CBL shall promptly inform the Members of any increases in costs and expenses that were not foreseen during the budget preparation period and thus were not reflected in the Operating Budget then in effect that could, individually or in the aggregate, be reasonably expected to constitute a Material Operating Deviation. In the event a Material Operating Deviation from any Operating Budget becomes necessary prior to the annual review of an Operating Budget as set forth in Section 6.03(b)(i) above, CBL may revise said Operating Budget, but only after receiving any unanimous approval of the Members required under Section 5.03 above (for purposes of this clause (iii) and Section 5.03 above, CBL shall be conclusively deemed to have approved any such Material Operating Deviation). (c) Authority of CBL as to the Development and Construction of Future Phases. 30

(i) Development and Construction Responsibilities. From the effective date of this Agreement and subject to the terms of this Agreement and the matters requiring unanimous approval as set forth in Section 5.03 above, CBL shall have primary responsibility for all development and construction activities relating to the development and construction of Future Phases in accordance with such Future Phase's Site Plan and Pro Forma, including but not limited to the procuring and/or amending all rights, entitlements and appurtenances necessary or desirable to develop Future Phases, planning, procuring traffic and roadway studies and improvements, securing governmental approvals, performing soils and hazardous waste investigations, and procuring conservation, environmental and utility studies and approvals. (ii) Pro Formas for Future Phases; Development Schedules for Future Phases. (A) The Members agree that the Pro Forma(s) for the development and construction of Future Phases shall be subject to the unanimous approval of the Members. The "projected net project cost" category in a pro forma

(i) Development and Construction Responsibilities. From the effective date of this Agreement and subject to the terms of this Agreement and the matters requiring unanimous approval as set forth in Section 5.03 above, CBL shall have primary responsibility for all development and construction activities relating to the development and construction of Future Phases in accordance with such Future Phase's Site Plan and Pro Forma, including but not limited to the procuring and/or amending all rights, entitlements and appurtenances necessary or desirable to develop Future Phases, planning, procuring traffic and roadway studies and improvements, securing governmental approvals, performing soils and hazardous waste investigations, and procuring conservation, environmental and utility studies and approvals. (ii) Pro Formas for Future Phases; Development Schedules for Future Phases. (A) The Members agree that the Pro Forma(s) for the development and construction of Future Phases shall be subject to the unanimous approval of the Members. The "projected net project cost" category in a pro forma represents the anticipated hard and soft costs to construct the particular phase of the Project and is sometimes referred to in the industry as the capital expense budget. (B) CBL shall develop the Future Phases according to the Site Plan for each such Future Phase and shall use its commercially reasonable efforts to do so within the projected net project cost parameters set forth in the approved Pro Forma for each such Future Phase. CBL shall use its commercially reasonable efforts to meet the Development Schedule for each such Future Phase. Notwithstanding the foregoing but subject to the approval rights of the Members set forth in Section 5.03 as to Material Development Deviations, CBL shall cause the Company to expend, the amounts required to complete the Future Phases subject to and in accordance with the provisions of this Agreement and the Pro Formas for the Future Phases. In the event a Material Development Deviation from a Pro Forma becomes necessary, CBL may revise such Pro Forma but only after securing the unanimous approval of the Members pursuant to and in accordance with Section 5.03 above (for purposes of this clause (B) and Section 5.03 above, CBL shall be conclusively deemed to have approved any such Material Development Deviation). (C) During the development of Future Phases, CBL shall review the Development Schedules to determine whether specific items set forth therein can be accomplished within the time parameters set forth therein and advise JG if it determines that a modification of a Development Schedule is necessary or appropriate, and CBL shall review the Pro Formas periodically to determine whether the phases of the Project may be developed within the projected net project cost parameters set forth therein. If CBL determines that a Material Development Deviation to a Pro Forma is necessary, CBL shall notify JG of the necessary revisions and shall request the unanimous approval of said revisions pursuant to Section 5.03 above. JG shall approve or disapprove the requested revisions, by written notice given to CBL, within twenty (20) Days of the date upon which it receives the requested revisions to a Pro Forma and, if JG disapproves the requested revision, shall include in such notice an explanation of the reasons therefor. The failure of JG to respond within the 20-Day period shall be construed as an approval of the requested revisions by JG. In the event JG approves the requested revisions or the revisions do not rise to the level of a Material Development Deviation, CBL shall revise the Pro Forma to make the approved revisions and the Pro Forma, as revised, shall become the Pro Forma for all purposes under this Agreement with respect to such 31

phase. For purposes of this clause (C) and Section 5.03 above, CBL shall be conclusively deemed to have approved any such Material Development Deviation. For purposes of this Agreement and except as may be specifically set forth above, a "Material Development Deviation" requiring the approvals set forth in Section 5.03 above shall mean, as relates to the Pro Forma for Phase One or the Pro Forma for any Future Phase, any incurrence of expenditures or costs (whether the subject of change orders or otherwise) that will result in cost overruns of such Pro Forma that exceed individually or in the aggregate, more than ten percent (10%) of the aggregate projected construction cost set forth on the approved Pro Forma at issue. (d) Other Specific Duties of CBL. In addition to the authorities, duties and responsibilities of CBL as set forth above, CBL shall, subject to the provisions of the Property Management Agreement, be responsible for and

phase. For purposes of this clause (C) and Section 5.03 above, CBL shall be conclusively deemed to have approved any such Material Development Deviation. For purposes of this Agreement and except as may be specifically set forth above, a "Material Development Deviation" requiring the approvals set forth in Section 5.03 above shall mean, as relates to the Pro Forma for Phase One or the Pro Forma for any Future Phase, any incurrence of expenditures or costs (whether the subject of change orders or otherwise) that will result in cost overruns of such Pro Forma that exceed individually or in the aggregate, more than ten percent (10%) of the aggregate projected construction cost set forth on the approved Pro Forma at issue. (d) Other Specific Duties of CBL. In addition to the authorities, duties and responsibilities of CBL as set forth above, CBL shall, subject to the provisions of the Property Management Agreement, be responsible for and authorized to carry out the following items: (i) The negotiation and entering into leases or other occupancy agreements and similar transactions with Anchors to be entered into after the date of this Agreement; (ii) Assisting JG in the conceptual design, development and construction of Phase One on the Real Estate in accordance with the Phase One Site Plan, the Phase One Pro Forma and subject to the unanimous approval rights set forth in Section 5.03 above; (iii) Tenant inducement/tenant allowance coordination and lease coordination; (iv) The negotiation and entering into of leases or other occupancy agreements and similar transactions with small shop and big box tenants and other occupants; (v) The negotiation and documentation of any governmental financing, governmental funding or entitlements to provide funding for infrastructure or any other portion of the Project; and (vi) The negotiation, documentation and finalization of, and negotiation and documentation of any amendment (including any extension or delay in the expiration date) to, any of the following or other similar documents or instruments from governmental authorities: Development Order for Gulf Coast Town Center dated November 1, 2000; Resolution of the Board of County Commissioners of Lee County, Florida dated November 1, 2000; Gulf Coast Town Center DRI Development Agreement dated December 9, 2003 and recorded in OR Book 04151, Page 2738 on December 18, 2003; Grant of Perpetual Public Utility Easement dated June 4, 2004; Rebateable Agreement with Lee County, Florida; and License Agreement with Lee County, Florida Transit. (e) Limitations on Managing Member's Authority. CBL, as the Managing Member, shall not have the authority to take the following actions: (i) Any action set forth in Section 5.03 above unless the requisite unanimous approval of the Members as set forth in Section 5.03 has been obtained and any action otherwise set forth in this Agreement as requiring the approval of all Members unless such approval shall have been obtained; 32

(ii) Any action directly in contravention to the terms of this Agreement, the Articles of Organization or the Act; and/or (iii) Any action, except those specifically authorized hereunder, which would make it impossible to carry out the business of the Company. 6.04 Other Member's Participation in Development and Construction of the Project. As set forth above, JG and CBL have certain responsibilities with respect to the development and construction of certain phases of the Project (JG being responsible for Phase One and CBL being responsible for Future Phases). The Members agree that the non-responsible Member or its Affiliates (i.e., as to Phase One - CBL or its Affiliates, and as to Future Phases - JG or its Affiliates) shall be entitled, at such non-responsible Member's cost, to have a

(ii) Any action directly in contravention to the terms of this Agreement, the Articles of Organization or the Act; and/or (iii) Any action, except those specifically authorized hereunder, which would make it impossible to carry out the business of the Company. 6.04 Other Member's Participation in Development and Construction of the Project. As set forth above, JG and CBL have certain responsibilities with respect to the development and construction of certain phases of the Project (JG being responsible for Phase One and CBL being responsible for Future Phases). The Members agree that the non-responsible Member or its Affiliates (i.e., as to Phase One - CBL or its Affiliates, and as to Future Phases - JG or its Affiliates) shall be entitled, at such non-responsible Member's cost, to have a representative (the "Representative") on site at the Project during the Construction Period for such phase of the Project. Such Representative shall be entitled to (i) reasonable access, upon request, to the Project and to JG or CBL, as the case may be, personnel involved in the construction of the Project, (ii) request and receive information concerning the development and construction of the particular phase of the Project from either of JG or CBL as the case may be; and (iii) attend construction progress meetings. 6.05 Construction Contract. A Construction Contract for construction of any phase of the Project must contain the following terms: (a) The cost of the Construction Contract must provide no more than a one and three-quarters percent (1.75%) fee to the general contractor; and (b) Major subcontracts must be competitively bid to at least three qualified subcontractors. 6.06 Removal and Resignation. The Managing Member may be removed by the vote of the Members required under Section 5.03 above whenever, in their judgment, the best interests of the Company would be served thereby, or upon default of the Managing Member as provided in Section 20.01 below, but such removal shall be without prejudice to the contract rights, if any, of the Person so removed. Election of a Person as Managing Member does not, of itself, create contract rights. Unless otherwise provided in an employment contract or an agreement with the Company, a Managing Member may resign at any time. Such resignation shall be in writing and shall take effect upon delivery to the Company and to each Member, unless a later effective date is specified in the notice. The acceptance of a resignation shall not be necessary in order to make it effective, unless so specified therein. Such resignation shall not affect the Managing Member's status as a Member. If CBL resigns or is removed as Managing Member, JG shall thereupon become the Managing Member and shall thereafter have all of the rights and powers of the Managing Member, including, but not limited to, CBL's rights under Section 6.03 above. The Members agree that in the event an Affiliate of CBL is no longer the Property Manager and CBL or its Affiliates are still Members of the Company at such time, then, regardless of any provision herein to the contrary, the replacement Property Management Agreement must contain a provision or provisions (acceptable to CBL) that restricts leasing activities and other operations in a manner so as to ensure that the status of CBL's Affiliate as a "Real Estate Investment Trust" under the Code is not jeopardized. 33

6.07 Compensation. JG shall be entitled to the fees as so designated and listed on Exhibit C and CBL shall be entitled to the fees as so designated and listed on Exhibit C. No other fees or compensation shall be paid to a Member or its Affiliates except as may be set forth herein or as may be approved by the Members in accordance with Section 5.03 above. ARTICLE VII CONFLICT OF INTEREST TRANSACTIONS A transaction with the Company in which a Member has a direct or indirect interest is not voidable by the Company solely because of the Member's interest in the transaction if the material facts of the transaction and the Member's interest were disclosed or known to the Members entitled to vote and they unanimously authorized, approved or ratified the transaction pursuant to Section 5.03 above. As set forth in Sections 3.04(a), 3.04(b)

6.07 Compensation. JG shall be entitled to the fees as so designated and listed on Exhibit C and CBL shall be entitled to the fees as so designated and listed on Exhibit C. No other fees or compensation shall be paid to a Member or its Affiliates except as may be set forth herein or as may be approved by the Members in accordance with Section 5.03 above. ARTICLE VII CONFLICT OF INTEREST TRANSACTIONS A transaction with the Company in which a Member has a direct or indirect interest is not voidable by the Company solely because of the Member's interest in the transaction if the material facts of the transaction and the Member's interest were disclosed or known to the Members entitled to vote and they unanimously authorized, approved or ratified the transaction pursuant to Section 5.03 above. As set forth in Sections 3.04(a), 3.04(b) 3.04(c) and 3.04(d) above, the Members acknowledge and waive any potential conflict of interest that a Member may have if such Member or its Affiliate is called upon or required to pay under any Affiliate Loan Guarantee or other guarantee. The Members also acknowledge that a Member or its Affiliate that may loan funds to the Company may be deemed to have a conflict of interest with respect to the Company and the other Members. The Members acknowledge this potential conflict of interest and hereby agree that it shall not be deemed a breach of any fiduciary duty that a Member may have to another Member or to the Company if the Member or an Affiliate of a Member who has loaned funds to the Company as permitted under this Agreement exercises its rights and remedies as a lender pursuant to any such loan by a Member or its Affiliate to the Company, and such Member or its Affiliate shall have the right to exercise such rights and remedies, except that in exercising such rights and remedies such Member or its Affiliate shall have no right to take or cause the Company to take any action that would create or increase the personal liability of any other Member beyond such other Member's personal liability, if any, as set forth in the applicable loan documents. The provisions of Section 5.03 above shall not apply to the exercise by such Member or its Affiliate of such rights and remedies. ARTICLE VIII INDEMNIFICATION 8.01 Indemnification. Each Member or other Person who was named, is named, or is threatened to be a named a defendant or respondent to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal (hereinafter a "proceeding"), by reason of the fact that it, he or she, or a Person of whom it, he or she is the legal representative or Affiliate, is or was a Member, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, governor, manager, partner, trustee, employee or agent of any other Person or employee benefit plan (hereinafter, an "Indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a Member, director, officer, governor, manager, partner, trustee, employee or agent, or in any other capacity while serving as a Member, director, officer, governor, manager, partner, trustee, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent authorized by the Act against any obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), and 34

reasonable expenses (including counsel fees) (hereinafter, "Losses") incurred by the Indemnitee in connection therewith and such indemnification shall continue as to a Person who has ceased to be a Member, director, governor, officer, manager, partner, trustee, employee or agent and shall inure to the benefit of its, his or her heirs, executors and administrators or successors and assigns. Notwithstanding the above statements, no indemnity shall be provided by the Company to any Indemnitee for any acts of gross negligence or willful misconduct of such Person nor for any Losses arising out of acts or omissions of any Indemnitee taking place, or events or circumstances occurring, prior to the date of this Agreement. 8.02 Expenses. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be reimbursed by the Company for the reasonable expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the Act requires, payment of such expenses incurred by

reasonable expenses (including counsel fees) (hereinafter, "Losses") incurred by the Indemnitee in connection therewith and such indemnification shall continue as to a Person who has ceased to be a Member, director, governor, officer, manager, partner, trustee, employee or agent and shall inure to the benefit of its, his or her heirs, executors and administrators or successors and assigns. Notwithstanding the above statements, no indemnity shall be provided by the Company to any Indemnitee for any acts of gross negligence or willful misconduct of such Person nor for any Losses arising out of acts or omissions of any Indemnitee taking place, or events or circumstances occurring, prior to the date of this Agreement. 8.02 Expenses. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be reimbursed by the Company for the reasonable expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the Act requires, payment of such expenses incurred by Indemnitee shall be made only upon (a) the receipt of a written affirmation by the Indemnitee that the Indemnitee has met the required standard of conduct; (b) the receipt of a written undertaking, executed by or on behalf of the Indemnitee, to repay the advance if it is ultimately determined that it, he or she is not entitled to indemnification by the Company; and (c) a determination is made that the facts then known to those making the determination would not preclude indemnification under this Article. 8.03 Insurance. As further outlined in Article X below, the Company shall maintain insurance, at its expense, to protect itself and any Indemnitee(s) against any Losses, whether or not the Company would have the power to indemnify the Indemnitee against such Losses under the Act. ARTICLE IX LIMITATION OF LIABILITY OF MEMBERS; MEMBER LISTS 9.01 Limitation on Liability. Except as set forth in this Agreement, each Member's liability shall be limited as set forth in the Act. 9.02 No Liability for Company Obligations. Except as set forth in this Agreement, no Member will have any personal liability for any debts or losses of the Company. 9.03 List of Members. Upon written request of any Member, the Company shall provide a list showing the names, addresses and Membership Interest of all Members and the other information required by the Act and maintained pursuant to Section 14.02. ARTICLE X LIABILITY, PROPERTY AND CASUALTY INSURANCE 10.01 Insurance. In addition to the insurance to be provided with respect to matters set forth in Section 8.03 above, the Company shall also maintain property and casualty insurance to provide adequate and necessary coverage for (i) the Project, the Real Estate and the assets of the Company and (ii) the Members and their Affiliates with respect to their interests in the Project, the 35

Real Estate, the Company and the assets of the Company and liabilities resulting therefrom. All insurance contracts to be entered into by the Company shall be negotiated by CBL, as Managing Member, and shall be upon such terms of coverage and with such insurance carriers as CBL shall determine. In CBL's discretion, all or any such insurance contracts may be included as part of CBL's overall blanket policy or program. The Members agree that the Company shall not self-insure except for deductibles and self-insured retentions that are equivalent to or less than the levels of deductibles and/or self-insured retentions that are part of CBL's overall blanket policy or program. ARTICLE XI

Real Estate, the Company and the assets of the Company and liabilities resulting therefrom. All insurance contracts to be entered into by the Company shall be negotiated by CBL, as Managing Member, and shall be upon such terms of coverage and with such insurance carriers as CBL shall determine. In CBL's discretion, all or any such insurance contracts may be included as part of CBL's overall blanket policy or program. The Members agree that the Company shall not self-insure except for deductibles and self-insured retentions that are equivalent to or less than the levels of deductibles and/or self-insured retentions that are part of CBL's overall blanket policy or program. ARTICLE XI CAPITAL CONTRIBUTIONS TO THE COMPANY 11.01 Members' Required Capital Contributions. (a) Initial Capital Contributions. As of the date of this Agreement, the unreturned Capital Contributions of each Member are as set forth opposite such Member's name on Exhibit B as such Member's Initial Capital Contribution ("Initial Capital Contributions"). Notwithstanding any provision in this Agreement to the contrary, neither JG nor its Affiliates shall have any obligation under this Agreement to make any additional Capital Contributions to the Company beyond JG's Initial Capital Contribution, which, following CBL's admission as a Member and following the distributions and adjustments to the Capital Account of JG as referenced in Section 3.02 above, is zero. For purposes of this Agreement, any Incoming Equalizing Contribution made by the JG Substitute Member in connection with a JG Exit Event pursuant to Section 16.06(f) shall, from and after the date upon which such Incoming Equalizing Contribution is made, be treated for all purposes as an Initial Capital Contribution by the JG Substitute Member. (b) Mandatory Contributions. Subject to the provisions of this Agreement: (i) Except as otherwise provided in this clause (i), CBL shall contribute as additional Capital Contributions (A) any necessary equity funding that is set forth in an approved Pro Forma as equity contributions from Members/owners to fund the construction of the phases of the Project, including but not limited to the amounts of such funding as set forth in the Phase One Pro Forma; (B) any costs in excess of such amounts of necessary equity funding from Members/owners that do not rise to the level of a Material Development Deviation; and (C) any costs in excess of such equity funding necessary to complete construction of the phases of the Project (construction cost overruns) that rise to the level of Material Development Deviations and for which the approvals required in Section 5.03 have been obtained (for purposes of this clause (i) and Section 5.03 above, CBL shall be conclusively deemed to have approved any such costs with respect to Future Phases) (the funding referenced in subparagraphs (A), (B) and (C) hereof being collectively referred to herein as the "Construction Funds"). Such contributions of Construction Funds shall be in the form of cash or cash equivalents and such contributions shall be required upon seven (7) Days notice from JG to CBL (as to Phase One) and when and as needed in CBL's reasonable judgment consistent with the Pro Forma(s) and the Development Schedule(s) (as to Future Phases). Notwithstanding the foregoing, from and after a JG Exit Event, any additional Capital Contributions of Construction Funds that CBL would 36

thereafter, but for the operation of this sentence, have been required to make shall instead be made by CBL and the JG Substitute Member pro rata on the basis of their respective Capital Interests. (ii) Except as otherwise required in this clause (ii), subject to a maximum aggregate amount of Thirty Million Dollars ($30,000,000.00) (the "Maximum Required Funding"), CBL shall contribute as additional Capital Contributions any amounts in order to fund Operating Deficits of the Company. Such contributions of funds to cover Operating Deficits shall be in the form of cash or cash equivalents and such contributions shall be required upon seven (7) Days notice from JG to CBL (as to Phase One) and when and as needed in CBL's reasonable judgment consistent with the Pro Forma(s), the Development Schedule(s) and the Operating Budget(s) (as to Future Phases). In the event that from the date of this Agreement and forward CBL makes Capital Contributions to fund Operating Deficits in an aggregate amount equal to the Maximum Required Funding, thereafter, CBL shall have no obligation to make Capital Contributions for Operating Deficits. Notwithstanding the foregoing, from and

thereafter, but for the operation of this sentence, have been required to make shall instead be made by CBL and the JG Substitute Member pro rata on the basis of their respective Capital Interests. (ii) Except as otherwise required in this clause (ii), subject to a maximum aggregate amount of Thirty Million Dollars ($30,000,000.00) (the "Maximum Required Funding"), CBL shall contribute as additional Capital Contributions any amounts in order to fund Operating Deficits of the Company. Such contributions of funds to cover Operating Deficits shall be in the form of cash or cash equivalents and such contributions shall be required upon seven (7) Days notice from JG to CBL (as to Phase One) and when and as needed in CBL's reasonable judgment consistent with the Pro Forma(s), the Development Schedule(s) and the Operating Budget(s) (as to Future Phases). In the event that from the date of this Agreement and forward CBL makes Capital Contributions to fund Operating Deficits in an aggregate amount equal to the Maximum Required Funding, thereafter, CBL shall have no obligation to make Capital Contributions for Operating Deficits. Notwithstanding the foregoing, from and after a JG Exit Event, any additional Capital Contributions to fund Operating Deficits that CBL would thereafter, but for the operation of this sentence, have been required to make shall instead be made by CBL and the JG Substitute Member pro rata on the basis of their respective Capital Interests. (iii) The additional Capital Contributions of CBL described in clauses (i) and (ii) of this Section 11.01(b) are hereinafter referred to as "CBL Mandatory Contributions". If CBL defaults in its obligation to make any CBL Mandatory Contribution when and as required by this Section 11.01 (b), JG shall have the right, but not the obligation, in JG's sole and absolute discretion, and without limiting JG's other rights and remedies under Article XX below, upon ten (10) days' prior written notice to CBL, to make a Capital Contribution to the Company in an amount equal to the amount of the CBL Mandatory Contribution that CBL has failed to make (such Capital Contribution by JG, a "JG Substituted Default Contribution"), if, by the end of such ten (10)-day period, CBL has not contributed the defaulted CBL Mandatory Contribution to the Company. If CBL does not approve under Section 5.03(iii) any modification to the Phase One Pro Forma requested by JG under Section 6.02(a)(ii) with respect to a Material Development Deviation, JG shall have the right, but not the obligation, in JG's sole and absolute discretion, upon ten (10) days' prior written notice to CBL, to make a Capital Contribution to the Company in an amount equal to the amount of the Material Development Deviation that CBL has not approved (such Capital Contribution by JG, a "JG Substituted Pro Forma Contribution"), if, by the end of such ten (10)-day period, CBL has not approved such Material Development Deviation and contributed the amount of such Material Development Deviation to the Company. (iv) All additional Capital Contributions required to be made by CBL and/or the JG Substitute Member hereunder and all JG Substituted Default Contributions and JG Substituted Pro Forma Contributions that JG elects to make hereunder may be made in the form of a capital contribution to the Company or a loan to the Company. All additional Capital Contributions required to be made by CBL and/or the JG Substitute Member under this Section 11.01 and all JG Substituted Default Contributions and JG Substituted Pro Forma Contributions, if any, elected to be made by JG under this Section 11.01 are collectively referred to herein as the "Mandatory Contributions". Any loan may be made by an Affiliate of a Member but only if such Affiliate is a wholly-owned 37

subsidiary or wholly-owned entity of the Member. Any Mandatory Contributions made in the form of a capital contribution shall be credited to the Capital Account of the Member making such Mandatory Contribution and shall be entitled to a return equal to the Interest/Return, but shall not affect or modify the respective Profits Interests of any of the Members. Any Mandatory Contributions made in the form of a loan shall be unsecured, shall be evidenced by a non-negotiable promissory note, shall bear interest at a rate equal to the Interest/Return and shall be repaid from Distributable Cash or Capital Events Distributions as set forth below. 11.02 Additional Non-Required Capital Contributions or Member Loans. Except for the CBL Mandatory Contributions, and, from and after a JG Exit Event, the Mandatory Contributions of the JG Substitute Member, as set forth in Section 11.01, no Member shall be required to make any Capital Contributions or loans to the Company. To the extent requested by the Managing Member, from time to time, one (1) or more Members may be permitted to make additional Capital Contributions or loans if and to the extent they so desire. In such event, the Members shall have the opportunity (but not the obligation) to participate in such Capital Contributions or

subsidiary or wholly-owned entity of the Member. Any Mandatory Contributions made in the form of a capital contribution shall be credited to the Capital Account of the Member making such Mandatory Contribution and shall be entitled to a return equal to the Interest/Return, but shall not affect or modify the respective Profits Interests of any of the Members. Any Mandatory Contributions made in the form of a loan shall be unsecured, shall be evidenced by a non-negotiable promissory note, shall bear interest at a rate equal to the Interest/Return and shall be repaid from Distributable Cash or Capital Events Distributions as set forth below. 11.02 Additional Non-Required Capital Contributions or Member Loans. Except for the CBL Mandatory Contributions, and, from and after a JG Exit Event, the Mandatory Contributions of the JG Substitute Member, as set forth in Section 11.01, no Member shall be required to make any Capital Contributions or loans to the Company. To the extent requested by the Managing Member, from time to time, one (1) or more Members may be permitted to make additional Capital Contributions or loans if and to the extent they so desire. In such event, the Members shall have the opportunity (but not the obligation) to participate in such Capital Contributions or loans on a pro rata basis in accordance with their Profit Interests. Any such additional contributions of capital or loans are referred to herein as the "Non-Required Contributions". If any Member shall decline to make such Non-Required Contributions, such declining Member shall not be deemed to be in default under this Agreement, and the other Members may make such Non-Required Contributions on behalf of the declining Members. If a Member elects to make such Non-Required Contributions, however, such Member shall be entitled to either loan or contribute such funds to the Company. Any Non-Required Contributions made in the form of a capital contribution shall be credited to the contributing Member's Capital Account and shall be entitled to a return equal to the Interest/Return, but shall not affect or modify the respective Profits Interests of any of the Members. Any Non-Required Contributions made in the form of a loan shall be unsecured, shall be evidenced by a nonnegotiable promissory note, shall bear interest at a rate equal to the Interest/Return and shall be repaid from Distributable Cash or Capital Events Distributions as set forth below. 11.03 No Third-party Rights. This Agreement is not intended to create and/or confer, and shall not be construed to create and/or confer (directly, indirectly, contingent or otherwise), any rights or benefits (including but not limited to any right to require any additional contributions or loans to the Company by the Members, and/or any so-called third-party beneficiary rights) on any Person who is not a Member or Affiliate of a Member. 11.04 Member Construction Loans not Capital Contributions. Member Constructions Loans and accrued and unpaid interest thereon shall not be deemed to be either Initial Capital Contributions, Mandatory Contributions, or Non-Required Contributions. 11.05 No Further Assessments on Membership Interests. Except as set forth in this Agreement, the Members are not subject to any further assessments of their Membership Interests. All Membership Interests of the Members, when first issued and paid for as described herein, shall be fully paid and nonassessable, subject to the provisions of this Article XI. 38

ARTICLE XII DISTRIBUTIONS TO MEMBERS 12.01 Distributions of Distributable Cash. Subject to the provisions of Article XI above, all distributions of Distributable Cash shall be made to the Members on a periodic basis but not less frequently than quarterly in the following amounts and in the following order of priority: (i) To the Members, as an advance on distributions, if any, described in clauses (ii) through (viii) of this Section, until each Member has received an amount of Distributable Cash that is equal to (A) forty percent (40%) of the amount of net taxable income (other than long term capital gains) allocated to such Member for the previous taxable year of the Company and (B) twenty percent (20%) of any long term capital gains allocated to such Member for the previous taxable year of the Company (such distribution to the Members for a given period being collectively referred to herein as the "Tax Distribution"). For purposes of this Agreement, there shall be no Tax Distribution for the Company's 2005 taxable year and Tax Distribution shall commence with the Company's 2006 taxable year and the first of such Tax Distributions shall equal forty percent (40%) of the amount of net

ARTICLE XII DISTRIBUTIONS TO MEMBERS 12.01 Distributions of Distributable Cash. Subject to the provisions of Article XI above, all distributions of Distributable Cash shall be made to the Members on a periodic basis but not less frequently than quarterly in the following amounts and in the following order of priority: (i) To the Members, as an advance on distributions, if any, described in clauses (ii) through (viii) of this Section, until each Member has received an amount of Distributable Cash that is equal to (A) forty percent (40%) of the amount of net taxable income (other than long term capital gains) allocated to such Member for the previous taxable year of the Company and (B) twenty percent (20%) of any long term capital gains allocated to such Member for the previous taxable year of the Company (such distribution to the Members for a given period being collectively referred to herein as the "Tax Distribution"). For purposes of this Agreement, there shall be no Tax Distribution for the Company's 2005 taxable year and Tax Distribution shall commence with the Company's 2006 taxable year and the first of such Tax Distributions shall equal forty percent (40%) of the amount of net taxable income allocated to such for the Company's 2005 taxable year but only for the period from the date of this Agreement to the end of the Company's 2005 taxable year and allocations of net taxable income of the Company that relate to the period from January 1, 2005 to the date of this Agreement shall be disregarded hereunder; (ii) The balance, if any, to the respective Members, in proportion to each Member's pro rata share of the accrued and unpaid Interest/Returns on the aggregate unreturned Mandatory Contributions of all of the Members, to the extent of any accrued and unpaid Interest/Return on unreturned Mandatory Contributions; (iii) The balance, if any, to the respective Members, in proportion to each Member's pro rata share of the aggregate unreturned Mandatory Contributions of all of the Members, to the extent of any unreturned Mandatory Contributions; (iv) The balance, if any, to the respective Members, in proportion to each Member's pro rata share of the accrued and unpaid Interest/Returns on the aggregate unreturned Non-Required Contributions of all of the Members, to the extent of any accrued and unpaid Interest/Return on unreturned Non-Required Contributions; (v) The balance, if any, to the respective Members, in proportion to each Member's pro rata share of the aggregate unreturned Non-Required Contributions of all of the Members, to the extent of any unreturned NonRequired Contributions; (vi) The balance, if any, to the respective Members, in proportion to each Member's pro rata share of the accrued and unpaid Interest/Returns on the aggregate unreturned Initial Capital Contributions of all of the Members, to the extent of any accrued and unpaid Interest/Return on unreturned Initial Capital Contributions; 39

(vii) The balance, if any, to the respective Members, in proportion to each Member's pro rata share of the aggregate unreturned Initial Capital Contributions of all of the Members, to the extent of any unreturned Initial Capital Contributions; and (viii) The balance, if any, to the Members, as follows: JG fifty percent (50%) CBL fifty percent (50%) 12.02 Capital Events Distributions. Subject to the provisions of Article XI above, all Capital Events Distributions shall be made to the Members in the same manner as set forth in Section 12.01 above. 12.03 Distribution of Incoming Equalizing Contribution to CBL. The entire amount of any Incoming Equalizing Distribution shall be distributed by the Company to CBL and shall be applied to reduce (as to CBL only) the unpaid and/or unreturned amounts described in clauses (ii) through (vii) of Section 12.01 in reverse order. 12.04 Limitation Upon Distributions. No distributions shall be made to Members if prohibited by the Act.

(vii) The balance, if any, to the respective Members, in proportion to each Member's pro rata share of the aggregate unreturned Initial Capital Contributions of all of the Members, to the extent of any unreturned Initial Capital Contributions; and (viii) The balance, if any, to the Members, as follows: JG fifty percent (50%) CBL fifty percent (50%) 12.02 Capital Events Distributions. Subject to the provisions of Article XI above, all Capital Events Distributions shall be made to the Members in the same manner as set forth in Section 12.01 above. 12.03 Distribution of Incoming Equalizing Contribution to CBL. The entire amount of any Incoming Equalizing Distribution shall be distributed by the Company to CBL and shall be applied to reduce (as to CBL only) the unpaid and/or unreturned amounts described in clauses (ii) through (vii) of Section 12.01 in reverse order. 12.04 Limitation Upon Distributions. No distributions shall be made to Members if prohibited by the Act. ARTICLE XIII ALLOCATIONS OF NET PROFITS AND NET LOSSES 13.01 Net Profits. Subject to Section 13.03 below, Net Profits shall be allocated for each Fiscal Year to the Members as follows, except as otherwise required by the relevant provisions of the Code including but not limited to Subchapter K and the Treasury Regulations applicable thereto: (i) First, to each Member in an amount of the "unrecovered" Net Losses allocated to such Member under Section 13.02(i) and Section 13.02(ii) below, pro rata in reverse order according to the amount of such "unrecovered" Net Losses as between the Members; (ii) The balance, if any, to the respective Members, in proportion to each Member's pro rata share of the accrued and unpaid Interest/Returns on the aggregate unreturned Mandatory Contributions of all of the Members, to the extent of any accrued and unpaid Interest/Return on unreturned Mandatory Contributions; (iii) The balance, if any, to the respective Members, in proportion to each Member's pro rata share of the accrued and unpaid Interest/Returns on the aggregate unreturned Non-Required Contributions of all of the Members, to the extent of any accrued and unpaid Interest/Return on unreturned Non-Required Contributions; (iv) The balance, if any, to the respective Members, in proportion to each Member's pro rata share of the accrued and unpaid Interest/Returns on the aggregate unreturned Initial Capital Contributions of all of the Members, to the extent of any accrued and unpaid Interest/Return on unreturned Initial Capital Contributions; and 40

(v) The balance, if any, to the Members, as follows: JG fifty percent (50%) CBL fifty percent (50%) For purposes hereof, the term "unrecovered" Net Losses means Net Losses allocated to a Member for a Fiscal Year of the Company for which such Member has not received a corresponding Net Profits allocation in a subsequent Fiscal Year. Once such allocation of Net Profits is made to a Member equivalent to all or any portion of previously allocated Net Losses, such amounts of Net Losses shall no longer be deemed "unrecovered". 13.02 Net Losses. Subject to Section 13.03 below, Net Losses shall be allocated for each Fiscal Year to the Members as follows, except as otherwise required by the relevant provisions of the Code including but not limited to Subchapter K and the Treasury Regulations applicable thereto: (i) First, to each Member until the aggregate Net Losses allocated pursuant to this Section 13.02(i) for the

(v) The balance, if any, to the Members, as follows: JG fifty percent (50%) CBL fifty percent (50%) For purposes hereof, the term "unrecovered" Net Losses means Net Losses allocated to a Member for a Fiscal Year of the Company for which such Member has not received a corresponding Net Profits allocation in a subsequent Fiscal Year. Once such allocation of Net Profits is made to a Member equivalent to all or any portion of previously allocated Net Losses, such amounts of Net Losses shall no longer be deemed "unrecovered". 13.02 Net Losses. Subject to Section 13.03 below, Net Losses shall be allocated for each Fiscal Year to the Members as follows, except as otherwise required by the relevant provisions of the Code including but not limited to Subchapter K and the Treasury Regulations applicable thereto: (i) First, to each Member until the aggregate Net Losses allocated pursuant to this Section 13.02(i) for the current Fiscal Year and all previous Fiscal Years is equal to the aggregate amount of Net Profits allocated pursuant to Sections 13.01(ii)-(v) in reverse order; (ii) Second, to each Member until the aggregate Net Losses allocated pursuant to this Section 13.02(ii) for the current Fiscal Year and all previous Fiscal Years is equal to the amount of the unreturned Mandatory Contributions, Non-Required Contributions, and Initial Capital Contributions credited to each Member's Capital Account in the same proportion that each Member's respective contribution bears to the total of all Member's contributions to each category of Capital Contribution in reverse order; and (iii) The balance, if any, to the Members, as follows: JG fifty percent (50%) CBL fifty percent (50%) 13.03 2005 Fiscal Year. For the Company's 2005 Fiscal Year, Net Profits and Net Losses from and including January 1, 2005 to and including the date of this Agreement shall be allocated one hundred percent (100%) to JG, and Net Profits and Net Losses after the date of this Agreement through and including December 31, 2005 shall be allocated as set forth in Sections 13.01 and 13.02, respectively. ARTICLE XIV BOOKS AND RECORDS 14.01 Accounting Period. The Company's accounting period shall be the Fiscal Year. 14.02 Records and Reports. The Company shall keep at its principal place of business and at the Project the following records: 41

(a) A current list of the full name and last-known address of each Member; (b) A current list of the full name and last-known address of each assignee of any Member's rights to Distributable Cash or other property of the Company and a description of the rights assigned; (c) A copy of the Articles of Organization; (d) Copies of this Agreement and any agreements concerning classes or series of Membership Interests; (e) Copy of the Company's federal, state and local income tax returns and reports, if any, for the three (3) most recent Fiscal Years; (f) Copies of the Company's financial statements for all Fiscal Years from the Company's inception, which statements must include a balance sheet as of the end of such year and an income statement for such year, and

(a) A current list of the full name and last-known address of each Member; (b) A current list of the full name and last-known address of each assignee of any Member's rights to Distributable Cash or other property of the Company and a description of the rights assigned; (c) A copy of the Articles of Organization; (d) Copies of this Agreement and any agreements concerning classes or series of Membership Interests; (e) Copy of the Company's federal, state and local income tax returns and reports, if any, for the three (3) most recent Fiscal Years; (f) Copies of the Company's financial statements for all Fiscal Years from the Company's inception, which statements must include a balance sheet as of the end of such year and an income statement for such year, and accounting records of the Company; (g) Records of all proceedings of Members, if any; (h) Any written consents obtained from Members under the Act; (i) A statement of all contributions accepted by and all Member loans made to the Company, the identity of the contribution and the agreed value of the contribution and the amount of all such Member loans; and (j) A copy of all contribution agreements and loan agreements and/or promissory notes or similar instruments executed by the Company in favor of any Member. 14.03 Inspection of Records by Members. A Member shall have the right to inspect and copy, during regular business hours at the Company's principal executive office, the books and records described in Section 14.02 upon the Member giving the Company written notice not less than five (5) Days' prior to the date the Member wishes to inspect and copy. 14.04 Tax Returns. CBL, as Managing Member, shall cause the Accountants to prepare and timely file all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. Prior to filing such returns, CBL shall provide drafts of such returns, or pertinent information therefrom, to the Members on or prior to March 1 of each Fiscal Year for review by such Members. The Members shall provide comments to the Company on such draft returns within seven (7) Days after receiving them. CBL shall use its reasonable good faith efforts to cause a delivery of K-1 forms to the Members by March 15 of each Fiscal Year. CBL shall provide each Member with CBL's reasonable good faith estimate of the projected taxable income and projected debt allocation to each Member for the next Fiscal Year by December 1 of each Fiscal Year. 42

14.05 Financial Statements. CBL, as Managing Member, shall deliver to the Members copies of unaudited internal annual financial statements as soon as available and in any event within thirty (30) Days after the close of each Fiscal Year of the Company and copies of audited annual financial statements as soon as available and in any event within ninety (90) Days after the close of the Fiscal Year of the Company, including in each case a balance sheet as of the end of such Fiscal Year and the related statement of income for such Fiscal Year, in each case setting forth in comparative form the figures for the preceding Fiscal Year and each prepared according to GAAP. ARTICLE XV TERMINATION OF MEMBERSHIP INTEREST 15.01 Termination of Interest. A Member's continued membership in the Company shall terminate upon the: (a) acquisition of the Member's complete Membership Interest by the Company; (b) bankruptcy of the Member; (c)

14.05 Financial Statements. CBL, as Managing Member, shall deliver to the Members copies of unaudited internal annual financial statements as soon as available and in any event within thirty (30) Days after the close of each Fiscal Year of the Company and copies of audited annual financial statements as soon as available and in any event within ninety (90) Days after the close of the Fiscal Year of the Company, including in each case a balance sheet as of the end of such Fiscal Year and the related statement of income for such Fiscal Year, in each case setting forth in comparative form the figures for the preceding Fiscal Year and each prepared according to GAAP. ARTICLE XV TERMINATION OF MEMBERSHIP INTEREST 15.01 Termination of Interest. A Member's continued membership in the Company shall terminate upon the: (a) acquisition of the Member's complete Membership Interest by the Company; (b) bankruptcy of the Member; (c) dissolution of the Member; (d) a merger in which the Company is not the surviving organization; (d) an attempt by the Member to withdraw or retire from being a Member in violation of Section 15.02 below; or (e) the occurrence of any other event under the Act or applicable law that terminates the continued membership of the Member in the Company. 15.02 Withdrawal. Notwithstanding the foregoing, a Member does not have the right under this Agreement to withdraw or retire from being a Member, to assign all or any portion of the Member's Membership Interest except as provided in Article XVI hereof, to voluntarily become bankrupt, to voluntarily dissolve, or to otherwise voluntarily terminate the Member's Membership Interest. 15.03 Effect of Termination of Membership. If for any reason the continued membership of a Member is terminated, then, if such termination causes an Event of Dissolution, but the business of the Company is continued as provided in Section 17.02 of this Agreement, unless otherwise approved by the Members (other than the Member whose membership has been terminated) by a Majority Vote, a Member whose status as a Member is terminated, regardless of whether or not such termination was a result of a voluntary act by such Member, shall have only the right to receive distributions of Distributable Cash or Capital Events Distributions attributable to periods ending or events occurring prior to the date of such Member's termination of membership and shall thereafter no longer be or be deemed to be a Member. ARTICLE XVI TRANSFERS OF MEMBERSHIP INTERESTS AND RESTRICTIONS ON TRANSFERS; IMPASSE PROVISIONS; PLEDGE OF MEMBERSHIP INTERESTS; SALE OF PROJECT 16.01 Definition of "Assignment". For purposes of this Article, the words "assign" or "assignment" when used in the context of the assignment of all or 43

any portion of a Member's Membership Interest, shall mean and include any transfer, alienation, sale, assignment, pledge, grant of security interest, lien or encumbrance, or other disposition, whether voluntarily or by operation of law. 16.02 Restriction on Assignment. Except as expressly permitted in this Article XVI, no Member shall assign all or any part of its Membership Interest in the Company. Any attempted assignment of all or any portion of a Membership Interest other than as permitted in this Article XVI shall be null and void and shall have no effect whatsoever. 16.03 Exempt Assignments. (a) Subject to the provisions of Sections 16.06 and 16.07 which shall be applicable to all assignments of Membership Interests, the prohibition on assignments set forth in Section 16.02 above shall not apply to an assignment of all or any part of a Membership Interest of any Member:

any portion of a Member's Membership Interest, shall mean and include any transfer, alienation, sale, assignment, pledge, grant of security interest, lien or encumbrance, or other disposition, whether voluntarily or by operation of law. 16.02 Restriction on Assignment. Except as expressly permitted in this Article XVI, no Member shall assign all or any part of its Membership Interest in the Company. Any attempted assignment of all or any portion of a Membership Interest other than as permitted in this Article XVI shall be null and void and shall have no effect whatsoever. 16.03 Exempt Assignments. (a) Subject to the provisions of Sections 16.06 and 16.07 which shall be applicable to all assignments of Membership Interests, the prohibition on assignments set forth in Section 16.02 above shall not apply to an assignment of all or any part of a Membership Interest of any Member: (i) to any of the other Members or a wholly-owned Affiliate of a Member; (ii) to family partnerships, family trusts, family limited liability companies or similar family entities so long as such Member or its principals continue to Control such Membership Interests and either the proposed transferee has sufficient net worth to cover any funding obligations of the transferring Member or the transferring Member agrees to and does guarantee the funding obligations of the proposed transferee; (iii) With respect to JG, to (A) any entity in which Richard E. Jacobs, JG, REJ Realty, Jacobs Realty Investors Limited Partnership, or any of them, in the aggregate, directly or indirectly control or own not less than fifty-one percent (51%) of the capital, income and loss and voting interests or is the sole general partner, sole managing member or sole manager of the transferee; or (B) to a trust Controlled by the transferor or a trust benefiting any one or more Persons who bear the following family relationship to Richard E. Jacobs: (1) children (natural and adopted) and their natural and adopted descendants; (2) stepchildren and their natural and adopted descendants; (3) siblings and their natural and adopted descendants; or (4) a spouse of any Person described in subclause (1), (2) or (3). (iv) With respect to JG, to a trust or trust(s) the beneficiaries of which shall meet one or more of the following criteria: (A) any Person who transferred his Membership Interest in the Company to the trust; or (B) any one or more Persons who bear the following family relationship to any Person referred to in subclause (A): (1) parents and their ancestors; (2) children (natural and adopted) and their natural and adopted descendants; (3) stepchildren and their natural and adopted descendants. (4) siblings and their natural and adopted descendants; or (5) a spouse of any Person described in subclause (A), (B)(2) or (B)(3). (v) where such assignments are part of a merger, consolidation or sale of all or substantially all of the assets or stock of CBL and its Affiliates; (vi) where such assignments are pursuant to the admission of an additional member(s) to the Company in accordance with this Agreement; and/or (vii) where such assignments are pursuant to transfers set forth in Sections 16.04, 16.05, Article XVII and/or Section 20.03 below. 44

In the event of any assignment permitted hereunder, the transferring Member shall provide written notice of such assignment to all of the Members and, if necessary, the Company's lender and take commercially reasonable steps so as to minimize, if practical, the possibility of termination under Section 708 of the Code. (b) For purposes of clause (iv) above: (i) any Person having a right to revoke the trust in whole or in part shall be regarded as the beneficiary of the portion of the trust such Person has the right to revoke; (ii) to the extent that more than one trustee is acting for a single trust, such trustees shall deliver to the Managing

In the event of any assignment permitted hereunder, the transferring Member shall provide written notice of such assignment to all of the Members and, if necessary, the Company's lender and take commercially reasonable steps so as to minimize, if practical, the possibility of termination under Section 708 of the Code. (b) For purposes of clause (iv) above: (i) any Person having a right to revoke the trust in whole or in part shall be regarded as the beneficiary of the portion of the trust such Person has the right to revoke; (ii) to the extent that more than one trustee is acting for a single trust, such trustees shall deliver to the Managing Member a written designation of one of them as their representative to the Company; (iii) if, in case of clause (ii), the trustees fail to so designate a representative, their representative shall be such one of them as the Managing Member shall designate by written designation delivered to all of them from time to time; (iv) all acts permitted to be taken by and all communications to be given to the owner of a Membership Interest in the Company shall be taken by or given to such representative with respect to the Membership Interest in the Company owned by the trust of which such representative is a trustee; and (v) any action taken by such a representative shall be deemed to be the act of and shall be binding upon each trust owning a Membership Interest in the Company for which such representative is trustee or is designated to act. (c) The restrictions on assignments set forth in this Article XVI shall apply to transfers of equity interests in a Member, provided that (i) the restrictions on assignments set forth in this Article XVI shall not apply to any assignment of not more than fifteen percent (15%) of the equity interests in JG to a third party or third parties as long as Richard E. Jacobs continues to Control JG during his lifetime; (ii) the restrictions on assignments set forth in this Article XVI shall not apply to the sale or issuance of partnership interests of CBL Parent or to any merger, consolidation or sale of all of the assets or partnership interests of CBL Parent or CBL & Associates Properties, Inc.; and/or (iii) the restrictions on assignments set forth in this Article XVI shall not apply to the sale or issuance of stock of CBL & Associates Properties, Inc. The parties hereto agree that neither party may transfer or issue or allow the transfer or issuance of equity interests of such Member in such manner as to violate the purposes of the transfer restrictions under this Article XVI. Upon the assignment of a Membership Interest of any Member to such Member's successor in an assignment permitted under this Article XVI, and the assumption by such successor of the assigning Member's obligations under this Agreement with respect to the Membership Interest so assigned, and the delivery to the other Members of a true and complete copy of the assignment and assumption agreement(s), such successor shall, upon such assignment and assumption, be considered a Member and may exercise all of such Member's rights. 45

16.04 Mandatory Buy/Sell on Impasse. (a) Impasse. Any dispute or disagreement arising between the Members in connection with any decision set forth in this Agreement that requires the unanimous approval of the Members under Section 5.03, which is not settled to the mutual satisfaction of CBL and JG, shall constitute an "Impasse", except that no dispute or disagreement arising between CBL and JG with respect to matters referred to in Section 5.03(i) shall be an Impasse for purposes of this Section 16.04 before January 1, 2013. Either Member (the "Impasse Notice Sender") may notify the other Member (the "Impasse Notice Recipient") that an Impasse exists (the "Initial Impasse Notice") and that, unless the Impasse Notice Recipient shall provide its approval of the item in question, the Impasse Notice Sender may invoke the provisions of this Section 16.04. The Impasse Notice Recipient shall have (i) thirty (30) Days in the event of all matters other than an Impasse with respect to matters described in clauses (ii), (iii), (vii) or (viii) of Section 5.03 above (each, an "Expedited Impasse Event"), as set forth in subclause (ii) of this sentence; or (ii) ten (10) Days in the case of an Expedited Impasse Event, within which to either (x) note its continuing disapproval of the item in question, or (y) provide its consent to, approval of or agreement with the position of Impasse Notice Sender as to the decision or matter creating the Impasse. In the event the Impasse

16.04 Mandatory Buy/Sell on Impasse. (a) Impasse. Any dispute or disagreement arising between the Members in connection with any decision set forth in this Agreement that requires the unanimous approval of the Members under Section 5.03, which is not settled to the mutual satisfaction of CBL and JG, shall constitute an "Impasse", except that no dispute or disagreement arising between CBL and JG with respect to matters referred to in Section 5.03(i) shall be an Impasse for purposes of this Section 16.04 before January 1, 2013. Either Member (the "Impasse Notice Sender") may notify the other Member (the "Impasse Notice Recipient") that an Impasse exists (the "Initial Impasse Notice") and that, unless the Impasse Notice Recipient shall provide its approval of the item in question, the Impasse Notice Sender may invoke the provisions of this Section 16.04. The Impasse Notice Recipient shall have (i) thirty (30) Days in the event of all matters other than an Impasse with respect to matters described in clauses (ii), (iii), (vii) or (viii) of Section 5.03 above (each, an "Expedited Impasse Event"), as set forth in subclause (ii) of this sentence; or (ii) ten (10) Days in the case of an Expedited Impasse Event, within which to either (x) note its continuing disapproval of the item in question, or (y) provide its consent to, approval of or agreement with the position of Impasse Notice Sender as to the decision or matter creating the Impasse. In the event the Impasse Notice Recipient does not respond to the Initial Impasse Notice within such 30-Day period or 10-Day period, as the case may be, the Impasse Notice Recipient shall be deemed to have consented to or approved of the decision or matter creating the Impasse in accord with the Impasse Notice Sender. If the Impasse Notice Recipient shall respond within such 30-Day or 10-Day period, as the case may be, by notifying the Impasse Notice Sender that the Impasse Notice Recipient continues to disapprove of the item in question, then either Member may thereupon give the other Member an Impasse Offer Notice as referenced below. If a Member gives the Initial Impasse Notice as provided in this Section 16.04, the other Member shall no longer have any right to give an Initial Impasse Notice with respect to the same Impasse. (b) Put/Call on Impasse. In the event that an Impasse occurs and the Initial Impasse Notice has been sent to the Impasse Notice Recipient and the Impasse Notice Recipient has responded within the applicable time parameters set forth above with a response setting forth its continued disapproval of the item in question, then either Member (the "Impasse Initiator") may give written notice (the "Impasse Offer Notice") to the other Member (the "Impasse Respondent"), setting forth the Impasse Initiator's estimation of the aggregate asset value of the Project (net of any outstanding Constructions Loans and/or Permanent Financing/Refinancing) (the "Impasse Project Value") and stating the Impasse Initiator's intent to buy all, but not less than all, of the Impasse Respondent's and its Affiliates', if any, Membership Interest, whereupon the provisions set forth in this Section 16.04(b) and Section 16.04(c) shall apply. Notwithstanding the foregoing, if both CBL and JG, or Affiliates of each of CBL and JG, are also members or other equity holders in any other Entity that directly or indirectly owns or leases any real property that is contiguous with the Project, no Impasse Offer Notice shall be effective unless a contemporaneous notice is given under any comparable provision of any operating, partnership or similar agreement with respect to such real property between CBL and JG, or their respective Affiliates, as the case may be. (i) Purchase Price. The Impasse Project Value shall provide the basis for determining the cash purchase price at which the Impasse Initiator would be willing to purchase the Membership Interests 46

of the Impasse Respondent and its Affiliates (the "Impasse Initiator Offer Price") and the cash purchase price at which the Impasse Respondent may elect to acquire the Membership Interests of the Impasse Initiator and its Affiliates (the "Impasse Respondent Purchase Price") as follows: (A) The Impasse Initiator Offer Price shall be an amount equal to the amount that would be distributed to the Impasse Respondent upon a Capital Events Distribution in an amount equal to the Impasse Project Value. (B) The Impasse Respondent Purchase Price shall be an amount equal to the amount that would be distributed to the Impasse Initiator upon a Capital Events Distribution in an amount equal to the Impasse Project Value. (ii) Exercise of Impasse Put/Call. Upon receipt of the Impasse Offer Notice, the Impasse Respondent and its Affiliates, if any, shall then be obligated either:

of the Impasse Respondent and its Affiliates (the "Impasse Initiator Offer Price") and the cash purchase price at which the Impasse Respondent may elect to acquire the Membership Interests of the Impasse Initiator and its Affiliates (the "Impasse Respondent Purchase Price") as follows: (A) The Impasse Initiator Offer Price shall be an amount equal to the amount that would be distributed to the Impasse Respondent upon a Capital Events Distribution in an amount equal to the Impasse Project Value. (B) The Impasse Respondent Purchase Price shall be an amount equal to the amount that would be distributed to the Impasse Initiator upon a Capital Events Distribution in an amount equal to the Impasse Project Value. (ii) Exercise of Impasse Put/Call. Upon receipt of the Impasse Offer Notice, the Impasse Respondent and its Affiliates, if any, shall then be obligated either: (X) To sell to the Impasse Initiator for cash the entire Membership Interest of the Impasse Respondent and its Affiliates, if any, in the Company for the Impasse Initiator Offer Price, as described above and subject to adjustments as provided in Section 16.04(c) below; (Y) To purchase the entire Membership Interest of the Impasse Initiator and its Affiliates, if any, in the Company for the Impasse Respondent Purchase Price, as described above and subject to adjustments as provided in Section 16.04(c) below; or (Z) To consent to, approve of or agree with the position of the Impasse Initiator as to the decision or matter creating the Impasse. (iii) The Impasse Respondent shall notify the Impasse Initiator of its election within (x) thirty (30) Days after the date of receipt of the Impasse Offer Notice as to any Impasse that occurs with respect to any matter other than financing matters as set forth directly below, or (y) ten (10) Days after the date of receipt of the Impasse Offer Notice as to any Impasse that occurs relating to an Expedited Impasse Event. Failure of a Impasse Respondent to give the Impasse Initiator notice that such Impasse Respondent has elected to proceed under Section 16.04(b) (ii)(Y) or Section 16.04(b)(ii)(Z) above shall be conclusively deemed to be an election under Section 16.04(b)(ii) (X) (i.e., to sell). (iv) If the Impasse Respondent timely notifies the Impasse Initiator that such Impasse Respondent has elected to proceed under Section 16.04(b)(ii)(Z), the Impasse shall be deemed resolved, and neither Member shall be required or entitled to purchase the other Member's Membership Interest or sell its own Membership Interest pursuant to this Section 16.04 with respect to the resolved Impasse. If the Impasse Respondent timely notifies the Impasse Initiator that such Impasse Respondent has elected to proceed under Section 16.04(b)(ii)(X) or Section 16.04(b)(ii)(Y), or if the Impasse Respondent is deemed to have elected to proceed under Section 16.04(b)(ii) (X), then the Impasse Initiator shall have a further fifteen (15) Days after receipt of such notice or the effective date of such deemed election to notify the Impasse Respondent that the Impasse Initiator consents to, approves of or agrees with the position of the Impasse Respondent as to the decision or matter creating the Impasse. If the Impasse Initiator timely so notifies the Impasse Respondent, the Impasse shall be deemed resolved, and neither Member shall be required or entitled to purchase the other Member's Membership Interest or sell its own Membership Interest pursuant to this Section 16.04 with 47

respect to the resolved Impasse. If the Impasse Initiator does not timely so notify the Impasse Respondent, the parties shall proceed pursuant to the foregoing election or deemed election of the Impasse Respondent. (c) Closings. (i) Location and Time Periods. The closing of any sale of a Membership Interest in the Company pursuant to this Section 16.04 shall be held at the principal offices of the Company, unless otherwise mutually agreed, on a mutually acceptable date not more than ninety (90) Days after (A) the receipt by the Impasse Initiator of the written notice of election by the Impasse Respondent, or (B) after the expiration of the time within which the Impasse Respondent must so elect, as provided in Section 16.04(b)(iii).

respect to the resolved Impasse. If the Impasse Initiator does not timely so notify the Impasse Respondent, the parties shall proceed pursuant to the foregoing election or deemed election of the Impasse Respondent. (c) Closings. (i) Location and Time Periods. The closing of any sale of a Membership Interest in the Company pursuant to this Section 16.04 shall be held at the principal offices of the Company, unless otherwise mutually agreed, on a mutually acceptable date not more than ninety (90) Days after (A) the receipt by the Impasse Initiator of the written notice of election by the Impasse Respondent, or (B) after the expiration of the time within which the Impasse Respondent must so elect, as provided in Section 16.04(b)(iii). (ii) Closing Adjustments. At the closing, any closing adjustments as set forth in the Impasse Offer Notice (and if not so designated in the Impasse Offer Notice then those adjustments which are then usual and customary in Lee County, Florida) shall be made between the purchasing party and the selling party as of the date of closing. Any Member transferring its Membership Interest shall transfer such Membership Interest free and clear of any liens, encumbrances or any interests of any third party and shall execute or cause to be executed any and all documents required to fully transfer such Membership Interest to the acquiring Member including, but not limited to, any documents necessary to evidence such transfer, and all documents required to release the interest of any other party who may claim an interest in such Member's Membership Interest. Any monetary default or obligation of the selling Member must be cured out of the proceeds from such sale at the closing. Following the date of closing, the selling Member shall have no further rights to any distributions of Distributable Cash or Capital Event Distributions, and all such rights shall vest in the selling Member's transferee. 16.05 Right of First Refusal; Buy/Sell. (a) Right of First Refusal. No transfer of any Membership Interests shall be permitted under this Section 16.05(a) before January 1, 2013. If, at any time after December 31, 2012, a Member shall desire to transfer all (and not less than all) of its Membership Interest (which shall include its Affiliates' Membership Interest, if any) to any Person and such transfer is not an exempt assignment pursuant to Section 16.03 above nor a transfer otherwise permitted under this Article XVI, then, in such event and subject to the rights of the Non-Transferring Members set forth in this Section 16.05(a), said Member (the "Transferring Member", which term shall include said Member's Affiliates holding a Membership Interest) may transfer its Membership Interest to such third party (the "Third-Party Purchaser") only after compliance with the procedures of this Section 16.05(a). The Transferring Member shall give written notice (the "RoFR Notice") to the other Members (the "Non-Transferring Members") of its intent to transfer its Membership Interest and the Third-Party Purchaser to whom it desires or intends to transfer same, the terms of such proposed purchase including the price to be paid, method of payment and any contingencies or other material provisions of such proposed purchase, and the time parameters within which said transfer is to take place. Notwithstanding the foregoing, if both CBL and JG, or Affiliates of each of CBL and JG, are also members or other equity holders in any other Entity that directly or indirectly owns or leases any real property that is contiguous with the Project, no RoFR Notice shall be effective unless a contemporaneous notice is given under any comparable provision of any operating, partnership or similar agreement with respect to such real property between CBL and JG, or their respective Affiliates, as the case may be. The 48

Non-Transferring Members shall have sixty (60) Days from the date of their receipt of the RoFR Notice (the "RoFR Period") to elect to purchase all and not less than all of the Transferring Member's Membership Interest for the price upon which said Third-Party Purchaser is willing to pay for said Membership Interest. In the event the Non-Transferring Members either elect not to purchase the Transferring Member's Membership Interest or do not notify the Transferring Member in writing of their decision by the end of the RoFR Period referred to above, then the Transferring Member may, for a period of one-hundred twenty (120) Days after the end of the RoFR Period referred to above, transfer the referenced Membership Interest to the Third-Party Purchaser but only upon such terms as are substantially similar to the terms at which said Membership Interest was offered to the Non-Transferring Members. If the Transferring Member shall not have closed on the transfer of the referenced Membership Interest to said Third-Party Purchaser within said 120-Day period, said transfer shall once again become subject to the terms and conditions of this Section 16.05(a), the

Non-Transferring Members shall have sixty (60) Days from the date of their receipt of the RoFR Notice (the "RoFR Period") to elect to purchase all and not less than all of the Transferring Member's Membership Interest for the price upon which said Third-Party Purchaser is willing to pay for said Membership Interest. In the event the Non-Transferring Members either elect not to purchase the Transferring Member's Membership Interest or do not notify the Transferring Member in writing of their decision by the end of the RoFR Period referred to above, then the Transferring Member may, for a period of one-hundred twenty (120) Days after the end of the RoFR Period referred to above, transfer the referenced Membership Interest to the Third-Party Purchaser but only upon such terms as are substantially similar to the terms at which said Membership Interest was offered to the Non-Transferring Members. If the Transferring Member shall not have closed on the transfer of the referenced Membership Interest to said Third-Party Purchaser within said 120-Day period, said transfer shall once again become subject to the terms and conditions of this Section 16.05(a), the Transferring Member shall be required to once again to comply with the procedures set forth in this Section 16.05(a), and the Transferring Member shall be precluded from giving another RoFR Notice under this Section 16.05(a) for a period of six (6) months following the expiration of said 120-Day period. In the event the NonTransferring Member(s) exercise their right to purchase the Membership Interest of the Transferring Member, the closing of said transaction shall occur no later than one-hundred twenty (120) Days from the end of the RoFR Period referenced above. Notwithstanding the provision of this Section 16.05(a), in the event that during the RoFR Period the Third-Party Purchaser shall revoke its offer to purchase or the Transferring Member shall determine to not accept the offer of the Third-Party Purchaser, then the Transferring Member shall be entitled to revoke, in writing, the RoFR Notice and the Non-Transferring Members shall not have the right to purchase the Transferring Member's Membership Interest on the terms of such RoFR Notice. (b) Buy/Sell. (i) No transfer of any Membership Interests shall be permitted under this Section 16.05(b) before January 1, 2013. At any time after December 31, 2012, a Member (the "Buy/Sell Initiator") may give written notice (the "Buy/Sell Offer Notice") to the other Member (the "Buy/Sell Respondent"), setting forth the Buy/Sell Initiator's intent to buy all, but not less than all, of the Membership Interests of the Buy/Sell Respondent and its Affiliates, if any, whereupon the provisions set forth in this Section 16.05(b) shall apply. Notwithstanding the foregoing, if both CBL and JG or Affiliates of each of CBL and JG, are also members or other equity holders in any other Entity that directly or indirectly owns or leases any real property that is contiguous with the Project, no Buy/Sell Offer Notice shall be effective unless a contemporaneous notice is given under any comparable provision of any operating, partnership or similar agreement with respect to such real property between CBL and JG, or their respective Affiliates, as the case may be. If a Member gives a Buy/Sell Offer Notice as provided in this paragraph, the other Member shall no longer have any right to give its own Buy/Sell Offer Notice under this paragraph while a sale or purchase of a Membership Interest under this Section 16.05(b) pursuant to such Buy/Sell Offer Notice is pending. (A) Purchase Price. The Buy/Sell Initiator shall specify in its Buy/Sell Offer Notice the Buy/Sell Initiator's estimation of the aggregate asset value of the Project (net of any outstanding Constructions Loans and/or Permanent Financing/Refinancing) (the "Buy/Sell Project Value"). The Buy/Sell Project Value shall provide the basis for determining the cash purchase price at which the Buy/Sell Initiator would be willing to purchase the Membership Interests of the Buy/Sell Respondent and its Affiliates (the "Buy/Sell Initiator Offer 49

Price") and the cash purchase price at which the Buy/Sell Respondent may elect to acquire the Membership Interests of the Buy/Sell Initiator and its Affiliates (the "Buy/Sell Respondent Purchase Price") as follows: (I) The Buy/Sell Initiator Offer Price shall be an amount equal to the amount that would be distributed to the Buy/Sell Respondent upon a Capital Events Distribution in an amount equal to the Buy/Sell Project Value. (II) The Buy/Sell Respondent Purchase Price shall be an amount equal to the amount that would be distributed to the Buy/Sell Initiator upon a Capital Events Distribution in an amount equal to the Buy/Sell Project Value. (B) Exercise of Buy/Sell. Upon receipt of the Buy/Sell Offer Notice, the Buy/Sell Respondent shall then be obligated either: (I) To sell to the Buy/Sell Initiator for cash the entire Membership Interest of the Buy/Sell Respondent and its

Price") and the cash purchase price at which the Buy/Sell Respondent may elect to acquire the Membership Interests of the Buy/Sell Initiator and its Affiliates (the "Buy/Sell Respondent Purchase Price") as follows: (I) The Buy/Sell Initiator Offer Price shall be an amount equal to the amount that would be distributed to the Buy/Sell Respondent upon a Capital Events Distribution in an amount equal to the Buy/Sell Project Value. (II) The Buy/Sell Respondent Purchase Price shall be an amount equal to the amount that would be distributed to the Buy/Sell Initiator upon a Capital Events Distribution in an amount equal to the Buy/Sell Project Value. (B) Exercise of Buy/Sell. Upon receipt of the Buy/Sell Offer Notice, the Buy/Sell Respondent shall then be obligated either: (I) To sell to the Buy/Sell Initiator for cash the entire Membership Interest of the Buy/Sell Respondent and its Affiliates, if any, in the Company for the Buy/Sell Initiator Offer Price, as described above and subject to adjustments as provided in Section 16.05(b)(ii)(B) below; (II) To purchase the entire Membership Interest of the Buy/Sell Initiator and its Affiliates, if any, in the Company for the Buy/Sell Respondent Purchase Price, as described above and subject to adjustments as provided in Section 16.05(b)(ii)(B) below. (C) The Buy/Sell Respondents shall notify the Buy/Sell Initiator of their election within thirty (30) Days after the date of receipt of the Buy/Sell Offer Notice. Failure of Buy/Sell Respondents to give the Buy/Sell Initiator notice that such Buy/Sell Respondents have elected to proceed under Section 16.05(b)(i)(B)(II) above shall be conclusively deemed to be an election under Section 16.05(b)(i)(B)(I) (i.e., to sell). (ii) Closings. (A) Location and Time Periods. The closing of any sale of a Membership Interest in the Company pursuant to this Section 16.05(b) shall be held at the principal offices of the Company, unless otherwise mutually agreed, on a mutually acceptable date not more than ninety (90) Days after (A) the receipt by the Buy/Sell Initiator of the written notice of election by the Buy/Sell Respondent, or (B) after the expiration of the time within which the Buy/Sell Respondents must so elect, as provided in Section 16.05(b)(i)(C). (B) Closing Adjustments. At the closing, any closing adjustments as set forth in the Buy/Sell Offer Notice (and if not so designated in the Buy/Sell Offer Notice then those adjustments which are then usual and customary in Lee County, Florida) shall be made between the purchasing party and the selling party as of the date of closing. Any Member transferring its Membership Interest shall transfer such Membership Interest free and clear of any liens, encumbrances or any interests of any third party and shall execute or cause to be executed any and all documents required to fully transfer such Membership Interest to the acquiring Member including, but not limited to, any documents necessary to evidence such transfer, and all 50

documents required to release the interest of any other party who may claim an interest in such Member's Membership Interest. Any monetary default or obligation of the selling Member must be cured out of the proceeds from such sale at the closing. Following the date of closing, the selling Member shall have no further rights to any distributions of Distributable Cash or Capital Event Distributions, and all such rights shall vest in the selling Member's transferee. 16.06 Conditions of Assignments. Prior to any assignee of a Membership Interest becoming a Member, the following conditions must have been satisfied: (a) The assignor, his legal representative or authorized agent must have executed a written instrument of assignment of such Membership Interest in form and substance reasonably satisfactory to the Members; (b) The assignee must have executed a written agreement, in form and substance reasonably satisfactory to the

documents required to release the interest of any other party who may claim an interest in such Member's Membership Interest. Any monetary default or obligation of the selling Member must be cured out of the proceeds from such sale at the closing. Following the date of closing, the selling Member shall have no further rights to any distributions of Distributable Cash or Capital Event Distributions, and all such rights shall vest in the selling Member's transferee. 16.06 Conditions of Assignments. Prior to any assignee of a Membership Interest becoming a Member, the following conditions must have been satisfied: (a) The assignor, his legal representative or authorized agent must have executed a written instrument of assignment of such Membership Interest in form and substance reasonably satisfactory to the Members; (b) The assignee must have executed a written agreement, in form and substance reasonably satisfactory to the Members, to assume all of the duties and obligations of the assignor under this Agreement with respect to the assigned Membership Interest and to be bound by and subject to all of the terms and conditions of this Agreement; (c) The assignor, his legal representative or authorized agent, and the assignee must have executed a written agreement, in form and substance reasonably satisfactory to the Members, to indemnify and hold the Company and the Members harmless from and against any loss or liability arising out of the assignment; (d) The assignee must have executed such other documents and instruments as the Members may deem necessary to effect the admission of the assignee as a Member; (e) The assignee (if not previously a Member of the Company) or the assignor must have paid the expenses incurred by the Company in connection with the admission of the assignee to the Company; and (f) In the case of an assignment to a Third-Party Purchaser pursuant to Section 16.05(a) in which JG is the Transferring Member (a "JG Exit Event"), (i) such Third-Party Purchaser (the "JG Substitute Member") shall have made a Capital Contribution to the Company (a "Incoming Equalizing Contribution") (which Incoming Equalizing Contribution the Company shall thereupon immediately distribute to CBL) in an amount such that, after giving effect to the distribution of the Incoming Equalizing Contribution to CBL, the JG Substitute Member's Capital Interest (expressed as a percentage) shall be equal to the JG Substitute Member's Profits Interest and (ii) the JG Substitute Member or its Affiliates shall provide CBL Member and its Affiliates, if any, and/or third-party lenders to the Company, as the case may be, with such additional agreements or undertakings as CBL Member or such lenders may reasonably require to replace or hold CBL Member and its Affiliates harmless from any liability, loss, cost or expense arising out of that portion of any then-outstanding loans (other than loans that are Mandatory Contributions or Non-Required Contributions) and/or Affiliate Guarantees theretofore provided by CBL Member or its Affiliates that corresponds to the JG Substitute Member's Capital Interest (expressed as a percentage). 16.07 Lender Approval. In the event that, pursuant to the terms of any loan agreement, security agreement, deed of trust or other agreement existing at any time between the Company and any lender, the approval of such lender is required 51

prior to the time that any transfer or assignment of any Membership Interest in the Company may occur, then, notwithstanding any provision of this Article to the contrary, no transfer or assignment of any Membership Interest in the Company shall occur until all required approvals and/or consents of any such lender have been obtained. 16.08 Pledge of Membership Interests. Except as relates to any pledge of Membership Interests required by any financing by the Company, no Member may pledge, mortgage, hypothecate, assign as security, create a security interest in or charge against or other encumbrance of all or any part of its Membership Interest, whether directly or indirectly, voluntarily or involuntarily or by operation of law.

prior to the time that any transfer or assignment of any Membership Interest in the Company may occur, then, notwithstanding any provision of this Article to the contrary, no transfer or assignment of any Membership Interest in the Company shall occur until all required approvals and/or consents of any such lender have been obtained. 16.08 Pledge of Membership Interests. Except as relates to any pledge of Membership Interests required by any financing by the Company, no Member may pledge, mortgage, hypothecate, assign as security, create a security interest in or charge against or other encumbrance of all or any part of its Membership Interest, whether directly or indirectly, voluntarily or involuntarily or by operation of law. 16.09 Mutually Exclusive Rights. The rights of the Members described in Section 16.04, Section 16.05(a), and Section 16.05(b) in this Article XVI and in Section 20.03 are mutually exclusive, meaning that, if the exercise, or the right to exercise, one of such rights is pending or in process (the "Active Right"), neither of the other rights can be initiated, and no assignment that would be subject to either of the other rights can be initiated or completed, until the Active Right closes, lapses, or is otherwise terminated. ARTICLE XVII DISSOLUTION, TERMINATION AND WINDING-UP 17.01 Events Causing Dissolution. The Company shall be dissolved upon the occurrence of any of the following events (collectively, "Events of Dissolution"): (a) when the period, if any, fixed for the duration of the Company shall expire pursuant to Section 2.05 of this Agreement; (b) by action of the Members pursuant to the Act; or (c) by action of and at the option of the remaining Members in the event of (i) the termination of any Member as provided in Section 15.01 of this Agreement; (ii) the acquisition by the Company of the complete Membership Interest of any Member; or (iii) the occurrence of any other event that terminates the continued membership of any Member; or (d) a merger in which the Company is not the surviving organization ("Merger"). 17.02 Continuation. Notwithstanding Section 17.01(c), the Company is not dissolved and is not required to be wound up by reason of any Event of Dissolution arising out of the termination of the continued Membership of a Member if there is at least one (1) remaining Member and the existence and business of the Company are continued by the remaining Member or by the affirmative Majority Vote of the Members if there is more than one remaining Member other than the Member as to whom the Event of Dissolution occurred, obtained no later than ninety (90) Days after the occurrence of the Event of Dissolution. 17.03 Effect of Dissolution. Upon dissolution of the Company, the Company shall cease to carry on its business, except to the extent necessary (or appropriate) for the winding-up of the business of the Company. Upon the occurrence of an Event of Dissolution (other than by reason of a Merger), CBL shall file with the Secretary of State of Ohio a notice of dissolution pursuant to the Act. 17.04 Winding-Up, Liquidation and Distribution of Assets. 52

(a) Upon the occurrence of an Event of Dissolution, other than as a result of a Merger, an accounting shall be made by the Accountants of the accounts of the Company and the Company's assets, liabilities and operations, from the date of the last previous accounting until the date of the occurrence of such Event of Dissolution. CBL shall immediately proceed to wind-up the affairs of the Company. (b) If the Company is dissolved and its affairs are to be wound-up, CBL shall: (i) Sell or otherwise liquidate all of the Company's assets as promptly as practicable (except to the extent the Members may determine to distribute any assets to the Members in kind); (ii) Allocate any Net Profit or Net Loss resulting from such sales to the Members in accordance with Article XIII hereof;

(a) Upon the occurrence of an Event of Dissolution, other than as a result of a Merger, an accounting shall be made by the Accountants of the accounts of the Company and the Company's assets, liabilities and operations, from the date of the last previous accounting until the date of the occurrence of such Event of Dissolution. CBL shall immediately proceed to wind-up the affairs of the Company. (b) If the Company is dissolved and its affairs are to be wound-up, CBL shall: (i) Sell or otherwise liquidate all of the Company's assets as promptly as practicable (except to the extent the Members may determine to distribute any assets to the Members in kind); (ii) Allocate any Net Profit or Net Loss resulting from such sales to the Members in accordance with Article XIII hereof; (iii) Discharge all liabilities of the Company, including liabilities to Members who are creditors, to the extent otherwise permitted by law, other than liabilities to Members for distributions, and establish such Reserves as may be reasonably necessary to provide for contingent or other liabilities of the Company; (iv) Distribute the remaining assets to the Members, either in cash or in kind, in accordance with the positive balance (if any) in the Capital Account of each Member (as determined after taking into account all Capital Account adjustments for the Company's Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members' respective Profits Interests. Any such distributions in respect of Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations; and (v) If any assets of the Company are to be distributed in kind, the net fair market value of such assets shall be determined. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members shall be adjusted pursuant to the provisions of this Agreement to reflect such deemed sale. (c) Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution to reduce or eliminate the negative balance of the Capital Account of such Member. 17.05 Articles of Termination. Upon the dissolution and the completion of winding-up of the Company, CBL or such other Member as may be designated by the Members, shall execute articles of termination of the Company and file same with the Secretary of State of Ohio and execute and file with the Secretary of State of Florida such filings as are required to withdraw the Company from Florida. Upon such filing, the existence of the Company shall be terminated. 53

17.06 Return of Contribution Nonrecourse to Other Members. Except as provided by law or as expressly provided in this Agreement, upon dissolution, each Member shall look solely to the assets of the Company for the return of the Capital Account of the Member. If the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the Capital Account of one or more Members, including, without limitation, all or any part of that Capital Account attributable to Capital Contributions, then such Member or Members shall have no recourse against any other Member. ARTICLE XVIII MISCELLANEOUS PROVISIONS 18.01 Applicable Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Ohio, and specifically the Act.

17.06 Return of Contribution Nonrecourse to Other Members. Except as provided by law or as expressly provided in this Agreement, upon dissolution, each Member shall look solely to the assets of the Company for the return of the Capital Account of the Member. If the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the Capital Account of one or more Members, including, without limitation, all or any part of that Capital Account attributable to Capital Contributions, then such Member or Members shall have no recourse against any other Member. ARTICLE XVIII MISCELLANEOUS PROVISIONS 18.01 Applicable Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Ohio, and specifically the Act. 18.02 No Action or Partition. No Member has any right to maintain any action for partition with respect to the property of the Company. 18.03 Execution of Additional Instruments. Each Member hereby agrees to execute such other and further statements of interest and holdings, designations, powers of attorney and other instruments necessary to comply with any laws, rules or regulations. 18.04 Waivers. The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation. 18.05 Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Such rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise. 18.06 Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns. 18.07 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company or by any Person not a party hereto. 18.08 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. 54

18.09 Federal Income Tax Elections; Tax Matters Member. All elections required or permitted to be made by the Company under the Code shall be made by the unanimous consent of JG and CBL, except that the Tax Matters Member (the "TMM") shall make an election under Sections 108/1017 or Section 754 of the Code upon request of any Member. The TMM shall be responsible for all administrative and judicial proceedings for the assessment and collection of tax deficiencies or the refund of tax overpayments arising out of a Member's distributive share of items of income, gain, deduction and/or credit of any other Company item (as that term is defined in the Code or in the Treasury Regulations) allocated to the Members affecting any Member's tax liability. The Members hereby appoint CBL as the initial TMM. The TMM shall promptly give notice to all Members of any administrative or judicial proceeding pending before the Internal Revenue Service involving any Company item and the progress of any such proceeding. Such notice shall be in compliance with such regulations as are issued by the Internal Revenue Service. The TMM shall have all the powers provided to a tax matters partner in Sections 6221 through 6233 of the Code, including the power to select the forum to litigate any tax issue or liability arising from Company items, except that the TMM shall not settle any tax controversy without the consent of all of the Members or extend the statute of limitations with respect to any matter which is attributable to any Company item or affecting any item pending before the Internal Revenue Service. The provisions on limitations of

18.09 Federal Income Tax Elections; Tax Matters Member. All elections required or permitted to be made by the Company under the Code shall be made by the unanimous consent of JG and CBL, except that the Tax Matters Member (the "TMM") shall make an election under Sections 108/1017 or Section 754 of the Code upon request of any Member. The TMM shall be responsible for all administrative and judicial proceedings for the assessment and collection of tax deficiencies or the refund of tax overpayments arising out of a Member's distributive share of items of income, gain, deduction and/or credit of any other Company item (as that term is defined in the Code or in the Treasury Regulations) allocated to the Members affecting any Member's tax liability. The Members hereby appoint CBL as the initial TMM. The TMM shall promptly give notice to all Members of any administrative or judicial proceeding pending before the Internal Revenue Service involving any Company item and the progress of any such proceeding. Such notice shall be in compliance with such regulations as are issued by the Internal Revenue Service. The TMM shall have all the powers provided to a tax matters partner in Sections 6221 through 6233 of the Code, including the power to select the forum to litigate any tax issue or liability arising from Company items, except that the TMM shall not settle any tax controversy without the consent of all of the Members or extend the statute of limitations with respect to any matter which is attributable to any Company item or affecting any item pending before the Internal Revenue Service. The provisions on limitations of liability of the Members and indemnification set forth in Article VIII shall be fully applicable to the TMM in its, his or her capacity as such. The TMM may resign at any time by giving written notice to the Company and each of the other Members. Upon resignation of the TMM, a new TMM may be elected from among the Members by a Majority Vote of the Members. 18.10 Notices. Unless oral notice is expressly permitted by this Agreement, any notices or other communications required or permitted to be given by this Agreement must be given in writing and either (i) personally handdelivered, (ii) mailed by prepaid certified or registered mail, with return receipt requested, (iii) sent by generally recognized overnight delivery service to the party to whom such notice or communication is directed with delivery fee prepaid, or (iv) sent via telefax transmission, and, in the case of notices sent by any medium other than as set forth in (ii) above, the burden of proof of receipt of such notice shall be on the sender thereof. Any such notices shall be sent to the address of such party as follows: If to the Company, to: JG Gulf Coast Town Center LLC 2030 Hamilton Place Boulevard Suite 500, CBL Center Chattanooga, Tennessee 37421 Attention: Charles B. Lebovitz (423) 490-8662 (telefax) If to any of the Members, to: The address of such Member as set forth on Exhibit B. 55

Any party may change such party's address for purposes of this Agreement by giving notice of such change to the other parties pursuant to this Section 18.10. 18.11 Amendments. This Agreement may be amended, modified or supplemented only by a writing executed by each of the Members; provided, however, that CBL is hereby authorized and directed to amend Exhibit B to reflect changes in the information set forth on Exhibit B. 18.12 Enforceability. Wherever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Any party may change such party's address for purposes of this Agreement by giving notice of such change to the other parties pursuant to this Section 18.10. 18.11 Amendments. This Agreement may be amended, modified or supplemented only by a writing executed by each of the Members; provided, however, that CBL is hereby authorized and directed to amend Exhibit B to reflect changes in the information set forth on Exhibit B. 18.12 Enforceability. Wherever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 18.13 Drafting. The Members acknowledge that each has participated substantially in the negotiation and drafting of this Agreement and agree that this Agreement shall not be construed more favorably toward one Member than another due to the fact that this Agreement may have been physically drafted by one Member or its counsel. 18.14 Further Assurances. The Members each agree to cooperate, and to execute and deliver in a timely fashion any and all additional documents to effectuate the purposes of the Company and this Agreement. 18.15 Time. Time is of the essence of this Agreement, and to any payments, allocations and distributions provided for under this Agreement. 18.16 Integration. This Agreement embodies the entire agreement and understanding among the Members and supersedes all prior agreements and understandings, if any, among and between the Members relating to the subject matter hereof. 18.17 Termination of Letter Agreement. As set forth in Section 18.16 above, the Letter Agreement is hereby terminated and of no further force and effect. 18.18 Public Announcements; Precedence in Publicity. Any release to the public of information with respect to the Project, the Company or any of the Company's assets or activities contemplated herein or any matters set forth in this Agreement will be made only after CBL's approval and only in the form approved by CBL and its counsel; except that, in any advertising or promotional materials or communications relating to the Company and/or the Project, in any form and in any media, including without limitation print, outdoor advertising, broadcast or online, The Richard E. Jacobs Group, Inc. or its designated Affiliate shall receive "first billing" in relation to any reference to CBL or any Affiliate and in no less prominent typeface or positioning within the material or communication, and any reference to CBL or any Affiliate shall be accompanied by a reference to The Richard E. Jacobs Group, Inc. or its designated Affiliate that meets the foregoing requirements. The provisions of the immediately preceding sentence shall no longer apply if Richard E Jacobs ceases to Control The Richard E. Jacobs Group, Inc., but thereafter, so long as any Affiliate of The Richard E. Jacobs Group, Inc. is a Member, The Richard E. 56

Jacobs Group, Inc. or its designated Affiliate shall receive at least "equal billing" in relation to any reference to CBL or any Affiliate and in no less prominent typeface or positioning within the material or communication, and any reference to CBL or any Affiliate shall be accompanied by a reference to The Richard E. Jacobs Group, Inc. or its designated Affiliate that meets the foregoing requirements. 18.19 Estoppel Certificates. Each Member shall, at any time and from time to time upon not less than 15 Days' prior written request by another Member, execute and deliver to the Member making such request a written certificate stating whether: (i) this Agreement is in full force and effect; (ii) this Agreement has been modified or amended and, if so, identifying and describing each and every such modification or amendment; and (iii) to the best knowledge of the Member executing said certificate, whether: (A) any facts or circumstances exist that, with the passage of time, the giving of any required notices, or both, would constitute a default hereunder, or (B) any uncured default then exists on the part of any Member under this Agreement and, if so, specifying the nature and extent of such facts, circumstances, or default (as the case may be), including those which may give rise to offsets,

Jacobs Group, Inc. or its designated Affiliate shall receive at least "equal billing" in relation to any reference to CBL or any Affiliate and in no less prominent typeface or positioning within the material or communication, and any reference to CBL or any Affiliate shall be accompanied by a reference to The Richard E. Jacobs Group, Inc. or its designated Affiliate that meets the foregoing requirements. 18.19 Estoppel Certificates. Each Member shall, at any time and from time to time upon not less than 15 Days' prior written request by another Member, execute and deliver to the Member making such request a written certificate stating whether: (i) this Agreement is in full force and effect; (ii) this Agreement has been modified or amended and, if so, identifying and describing each and every such modification or amendment; and (iii) to the best knowledge of the Member executing said certificate, whether: (A) any facts or circumstances exist that, with the passage of time, the giving of any required notices, or both, would constitute a default hereunder, or (B) any uncured default then exists on the part of any Member under this Agreement and, if so, specifying the nature and extent of such facts, circumstances, or default (as the case may be), including those which may give rise to offsets, defenses and counterclaims. The obligations set forth in this Section 18.19 shall apply only to matters known to the certifying Member. Any such certificate may be relied upon by the Member requesting same, but only to the extent that such Member is without knowledge to the contrary. A Member who executes such a certificate shall not be liable for any erroneous statements contained therein, provided that such statements shall have been made in good faith and that any such errors were unintentional. 18.20 Legal Counsel. The parties hereto acknowledge that the law firm of Shumacker Witt Gaither & Whitaker, P.C. ("SWGW"), legal counsel to CBL, may act as legal counsel to the Company following the execution of this Agreement and with respect to matters concerning the Company and CBL as a Member, and with respect to the Project. Likewise, the parties agree that Thompson Hine LLP ("TH"), legal counsel to JG, may serve as legal counsel to the Company following the execution of this Agreement and with respect to matters concerning the Company and JG as Members, and with respect to the Project. Each Member does hereby waive any conflict of interest that such counsel may have or be deemed to have when representing the Company, CBL or JG as to any matter that does not involve a dispute between the Members. In any such dispute between the Members, the Members acknowledge that SWGW may represent CBL and TH may represent JG unless applicable ethics rules prevent SWGW and/or TH from acting in such capacities and each Member does hereby waive any conflict of interest that such counsel may have or be deemed to have as the result of that representation. Each Member may from time to time designate additional or alternative counsel to such Member for the purposes of this Section 18.20, and the foregoing waivers, subject to the foregoing limitations and exceptions, shall also apply as to such additional or alternative counsel. ARTICLE XIX REPRESENTATIONS AND WARRANTIES 19.01 Representation of CBL. CBL hereby represents to JG and to the Company as of the date hereof that: (a) Organization. (i) CBL is a limited liability company, existing and in good standing under and by virtue of the laws of the State of Florida; 57

(ii) That the Persons executing this Agreement on behalf of CBL are duly elected, qualified and acting as its officers or general partners (as the case may be). (b) Authority. (i) That all actions and resolutions, whether partnership, corporate or otherwise, necessary to authorize CBL to enter into this Agreement have been taken and adopted; (ii) That all consents by third Persons which CBL is by the terms of its agreements, if any, with any such third Persons, required to obtain prior to its execution of this Agreement have been so obtained by CBL; (iii) That CBL has, and the Persons executing this Agreement on their behalf have, all requisite power and authority and has (have) been duly authorized to enter into this Agreement;

(ii) That the Persons executing this Agreement on behalf of CBL are duly elected, qualified and acting as its officers or general partners (as the case may be). (b) Authority. (i) That all actions and resolutions, whether partnership, corporate or otherwise, necessary to authorize CBL to enter into this Agreement have been taken and adopted; (ii) That all consents by third Persons which CBL is by the terms of its agreements, if any, with any such third Persons, required to obtain prior to its execution of this Agreement have been so obtained by CBL; (iii) That CBL has, and the Persons executing this Agreement on their behalf have, all requisite power and authority and has (have) been duly authorized to enter into this Agreement; (iv) That this Agreement has been duly executed on CBL's behalf; (v) That CBL has full right and lawful authority to enter into and perform its covenants and obligations under this Agreement for the full term hereof, and has full right and lawful authority to make its representations and warranties hereunder; and (vi) That upon execution of this Agreement by each party hereto, this Agreement will constitute the legal, valid and binding obligation of CBL and will be enforceable against it and its successors and assigns in accordance with its terms, except as such enforcement may be limited by (A) bankruptcy, insolvency, moratorium, or other similar laws affecting a creditor's rights and remedies or the relief of debtors generally at the time in effect, (B) the discretion of the court before which any proceeding involving the same may be brought, and (C) equitable principles at the time in effect limiting the remedy of specific performance. (c) Conflict. Neither the execution, delivery or performance by CBL of this Agreement or the transactions contemplated hereby will conflict with, or will result in a breach of, or will constitute a default under, (i) any agreement or instrument by which CBL or any of its Affiliates may be bound or (ii) any judgment, statute, rule, law, order, decree, writ or injunction of any court or Governmental Authority applicable to CBL or any of its Affiliates and/or its or their respective property and assets for which consent has not been obtained. 19.02 Representations of JG. JG hereby represents to CBL and to the Company as of the date hereof that: (a) Organization. (i) JG is a limited liability company, organized, existing and in good standing under and by virtue of the laws of the State of Ohio; (ii) That the Person(s) executing this Agreement on JG's behalf are duly elected, qualified and acting as its officer (s), manager(s) or member(s) (as the case may be). 58

(b) Authority. (i) That all actions and resolutions, whether partnership, corporate or otherwise, necessary to authorize JG to enter into this Agreement have been taken and adopted; (ii) That all consents by third Persons which JG is, by the terms of their agreements, if any, with any such third Persons, required to obtain prior to their execution of this Agreement have been so obtained by JG; (iii) That JG has, and the Persons executing this Agreement on its behalf have, all requisite power and authority and has (have) been duly authorized to enter into this Agreement; (iv) That this Agreement has been duly executed on behalf of JG; (v) That JG has full right and lawful authority to enter into and perform its covenants and obligations under this Agreement for the full term hereof, and has full right and lawful authority to make JG's representations and warranties hereunder; and (vi) That upon execution of this Agreement by each party hereto, this Agreement will constitute the legal, valid

(b) Authority. (i) That all actions and resolutions, whether partnership, corporate or otherwise, necessary to authorize JG to enter into this Agreement have been taken and adopted; (ii) That all consents by third Persons which JG is, by the terms of their agreements, if any, with any such third Persons, required to obtain prior to their execution of this Agreement have been so obtained by JG; (iii) That JG has, and the Persons executing this Agreement on its behalf have, all requisite power and authority and has (have) been duly authorized to enter into this Agreement; (iv) That this Agreement has been duly executed on behalf of JG; (v) That JG has full right and lawful authority to enter into and perform its covenants and obligations under this Agreement for the full term hereof, and has full right and lawful authority to make JG's representations and warranties hereunder; and (vi) That upon execution of this Agreement by each party hereto, this Agreement will constitute the legal, valid and binding obligation of JG and will be enforceable against JG and its successors and assigns in accordance with its terms, except as such enforcement may be limited by (A) bankruptcy, insolvency, moratorium, or other similar laws affecting a creditor's rights and remedies or the relief of debtors generally at the time in effect, (B) the discretion of the court before which any proceeding involving the same may be brought, and (C) equitable principles at the time in effect limiting the remedy of specific performance. (c) Conflict. Neither the execution, delivery or performance by JG of this Agreement or the transactions contemplated hereby will conflict with, or will result in a breach of, or will constitute a default under, (i) any agreement or instrument by which JG or any of its Affiliates may be bound or (ii) any judgment, statute, rule, law, order, decree, writ or other judgment, statute, rule, law, order, decree, writ or injunction of any court or Governmental Authority applicable to JG or any of its Affiliates and/or their respective property and assets for which consent has not been obtained. 19.03 Survival of Representations and Warranties. All representations and warranties contained in this Agreement will be effective on the date of this Agreement and shall survive until the termination of this Agreement in accordance with its terms. ARTICLE XX DEFAULT PROVISIONS 20.01 Events of Default. A Member is in default or breach (each a "Default") hereunder if: 59

(a) Monetary Defaults. CBL fails to make a CBL Mandatory Contribution per this Agreement within the time parameters, including applicable cure periods, set forth in Section 11.01; (b) Bankruptcy. Such Member or any Affiliate of such Member that has provided an Affiliate Loan Guarantee shall (i) voluntarily commence any proceeding or file any petition for liquidation (a liquidating Chapter 11 bankruptcy) or a petition for a Chapter 7 bankruptcy, (ii) consent to the institution of, or fail to contravene in a timely and appropriate manner, any such proceeding or the filing of such petition, (iii) apply for or consent to the appointment of a receiver, custodian, sequestrator or similar official for such Member or Affiliate or for a substantial part of any of its property or assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability, or fail generally to pay its debts as they become due, or (vii) take corporate or partnership action for the purpose of effecting any of the foregoing; (c) Insolvency. Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction, and in either case shall continue undismissed for one-hundred eighty (180) Days or an order or decree approving or ordering any of the following shall continue unstayed and in effect for one-hundred

(a) Monetary Defaults. CBL fails to make a CBL Mandatory Contribution per this Agreement within the time parameters, including applicable cure periods, set forth in Section 11.01; (b) Bankruptcy. Such Member or any Affiliate of such Member that has provided an Affiliate Loan Guarantee shall (i) voluntarily commence any proceeding or file any petition for liquidation (a liquidating Chapter 11 bankruptcy) or a petition for a Chapter 7 bankruptcy, (ii) consent to the institution of, or fail to contravene in a timely and appropriate manner, any such proceeding or the filing of such petition, (iii) apply for or consent to the appointment of a receiver, custodian, sequestrator or similar official for such Member or Affiliate or for a substantial part of any of its property or assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability, or fail generally to pay its debts as they become due, or (vii) take corporate or partnership action for the purpose of effecting any of the foregoing; (c) Insolvency. Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction, and in either case shall continue undismissed for one-hundred eighty (180) Days or an order or decree approving or ordering any of the following shall continue unstayed and in effect for one-hundred eighty (180) Days, seeking (i) relief in respect of such Member or any Affiliate of such Member that has provided an Affiliate Loan Guarantee or of a substantial part of any of its property or assets, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for such Member or Affiliate, or for a substantial part of any of its property or assets or (iii) the winding-up or liquidation of such Member or Affiliate; (d) Seizure of Assets. All or substantially all of such Member's assets, or the assets of an Affiliate of such Member that has provided an Affiliate Loan Guarantee, or such Member's Membership Interest, or any part of such Member's Membership Interest is assigned following their attachment, execution or other judicial seizure thereof; (e) Transfers. Either: (i) an assignment prohibited by Article XVI occurs with respect to such Member and such assignment or other transaction is not rescinded within ninety (90) Days after the non-assigning Member gives written notice to the assigning Member specifying such default; or (ii) an indirect transfer of a Member's equity interests occurs other than as permitted in Article XVI and such assignment is not rescinded within ninety (90) Days after the non-assigning Member gives written notice to the Member whose equity interests were assigned specifying such default; or (iii) an assignment otherwise permitted by Article XVI occurs or is attempted with respect to such Member but such assignment or the assignee thereof fails to comply with or violates the provisions of Article XVI with respect to such assignment, i.e., the failure to observe the requirements set forth in Section 16.06 above, and such failure or violation is not corrected within ninety (90) Days after a non-assigning Member gives written notice to such assigning Member specifying such default; (f) Dissolution or Incapacity. A Member dissolves or causes itself to be dissolved (unless prior to or simultaneous with such dissolution, a successor acquires such Member's entire Membership Interest in an assignment permitted under Article XVI) or a court of competent jurisdiction determines that a Member is completely and totally unable to perform its duties and obligations under this Agreement; 60

(g) Breach of Representation or Warranty. Any material breach by a Member of any representation or warranty set forth in Article XIX above and such breach is not corrected within ninety (90) Days after the Non-Defaulting Member delivers to the Defaulting Member a written notice specifying the breach of representation or warranty; and (h) Other Material Default. Except as to specific defaults or breaches set forth in this Section 20.01 other than in this Section 20.01(h) , a breach of or default under any other material provision of this Agreement which is to be observed or performed by such Member, or by an Affiliate of such Member under any Affiliate Loan Guarantee, occurs and remains uncured for more than thirty (30) Days after the Company gives written notice to the Defaulting Member specifying such default; except that, if the breach or default being claimed is a breach or default by an Affiliate of a Member in the performance of its duties under any Affiliate Loan Guarantee, the other Member(s) may give written notice to the Defaulting Member claiming such breach or default, and the Defaulting Member shall have thirty (30) Days within which to

(g) Breach of Representation or Warranty. Any material breach by a Member of any representation or warranty set forth in Article XIX above and such breach is not corrected within ninety (90) Days after the Non-Defaulting Member delivers to the Defaulting Member a written notice specifying the breach of representation or warranty; and (h) Other Material Default. Except as to specific defaults or breaches set forth in this Section 20.01 other than in this Section 20.01(h) , a breach of or default under any other material provision of this Agreement which is to be observed or performed by such Member, or by an Affiliate of such Member under any Affiliate Loan Guarantee, occurs and remains uncured for more than thirty (30) Days after the Company gives written notice to the Defaulting Member specifying such default; except that, if the breach or default being claimed is a breach or default by an Affiliate of a Member in the performance of its duties under any Affiliate Loan Guarantee, the other Member(s) may give written notice to the Defaulting Member claiming such breach or default, and the Defaulting Member shall have thirty (30) Days within which to either cure or cause its Affiliate to cure the breach or default or contest the breach or default; and except that, if the breach or default being claimed is a breach or default by a Member in the performance of its duties as a Member, the other Member(s) may give written notice to the Defaulting Member claiming such breach or default and the Defaulting Member shall have one-hundred twenty (120) Days within which to either cure the breach or default or contest the breach or default; and except that, if the breach or default being claimed is a breach or default by JG under Section 6.02 above or by CBL under Section 6.03 above, the other Member(s) may give written notice to the Defaulting Member claiming such breach or default, and the Defaulting Member shall have sixty (60) Days (thirty (30) Days in the case of a breach or default under Section 6.03(b) above within which to either cure the breach or default or contest the breach or default. A Member in Default hereunder is referred to as the "Defaulting Member". The Member(s) who are not in Default are herein sometimes referred to as the "Non-Defaulting Member(s)." Additionally, a Default by a Defaulting Member shall be deemed a Default by the Affiliate of such Defaulting Member who may be a Member of the Company. For purposes hereof, a "Default" shall not be deemed to occur so as to trigger the remedies set forth below until the expiration of any applicable notice, grace and cure periods. 20.02 Remedies Upon Default. In the event of the occurrence of a Default, the Defaulting Member shall, pursuant to Section 20.04 below, cease to have any approval rights with respect to the Company, except for the Default Approval Rights defined in Section 20.04, until the Default has been cured by the Defaulting Member, and the Non-Defaulting Member(s) shall have the right to exercise the following remedies as their exclusive remedies for the particular type of Default: (a) For Defaults described in Section 20.01(a), 20.01(b), (c), (d) and/or (f), the sole remedy to the Non-Defaulting Member(s) shall be as set forth in Section 20.03; (b) For Defaults described in Section 20.01(e), the exclusive remedies to the Non-Defaulting Member(s) shall be an action for injunctive relief and/or money damages; 61

(c) For Defaults described in Section 20.01(g), the sole remedy to the Non-Defaulting Member(s) shall be an action for money damages; (d) For Defaults described in Section 20.01(h) involving any claim of breach or default by the Managing Member in its capacity as the Managing Member in the performance of its duties, the Non-Defaulting Members may replace the Managing Member after the notice and cure periods and other procedures set forth in Section 20.01 (h) have expired and/or a determination has been made that the Managing Member has failed to perform its duties as Managing Member and the Managing Member has not contested such determination, and in the event of any such replacement, JG shall assume the role as Managing Member and CBL shall assume the role of JG in the management of the affairs and business of the Company (other than JG's role under Section 6.02); and (e) For Defaults described in Section 20.01(h) involving any claim of breach or default by a Member, other than

(c) For Defaults described in Section 20.01(g), the sole remedy to the Non-Defaulting Member(s) shall be an action for money damages; (d) For Defaults described in Section 20.01(h) involving any claim of breach or default by the Managing Member in its capacity as the Managing Member in the performance of its duties, the Non-Defaulting Members may replace the Managing Member after the notice and cure periods and other procedures set forth in Section 20.01 (h) have expired and/or a determination has been made that the Managing Member has failed to perform its duties as Managing Member and the Managing Member has not contested such determination, and in the event of any such replacement, JG shall assume the role as Managing Member and CBL shall assume the role of JG in the management of the affairs and business of the Company (other than JG's role under Section 6.02); and (e) For Defaults described in Section 20.01(h) involving any claim of breach or default by a Member, other than the Managing Member in its capacity as the Managing Member, in the performance of its duties, the Defaulting Member shall lose all approval rights except Default Approval Rights as set forth in Section 20.04 after the notice and cure periods and other procedures set forth in Section 20.01(h) have expired and/or a determination has been made that such Defaulting Member has failed to perform its duties as a Member and such Defaulting Member has not contested such determination and any duties or responsibilities of such Defaulting Member may be undertaken by the Non-Defaulting Members. 20.03 Purchase Upon Default. (a) Reasons for Granting Option to Purchase. To more fully protect the Members against certain Defaults of other Members as set forth in Section 20.02 above where such Defaults provide for the remedy set forth in this Section 20.03, each Member hereby grants to the other Members that are not its Affiliate (which grantee shall be JG if CBL were the Defaulting Member, and which grantee shall be CBL if JG were the Defaulting Member, and which grantee would include any other Affiliates of JG or CBL, respectively, if either of JG or CBL had transferred all or a portion of its Membership Interests to Affiliates pursuant to exempt transfers under Section 16.03 above) (the "Non-Affiliated Members") and are not in default hereunder the right and option to purchase the entire Membership Interest of the Defaulting Member and its Affiliates, if any, upon the occurrence of a Default by the Defaulting Member and/or its Affiliate(s) and the failure of the Defaulting Member to cure the Default within the applicable cure period, if any, provided in Section 20.01 above on and subject to the terms and conditions set forth in this Section 20.03. Once said option has been exercised, the Non-Affiliated Members shall have the right to complete the purchase pursuant to its exercise of said option regardless of any potential or actual detriment that exercising such option may cause the Defaulting Member; provided, however, that the Defaulting Member may cure the Default that gave rise to said option to purchase and pay all of the NonAffiliated Members' costs, expenses and reasonable attorney's fees incurred in connection therewith, at any time prior to the required date of closing, in which event the Non-Defaulting Member shall not have the right to purchase the Membership Interests of the Defaulting Member and its Affiliates, if any, pursuant to this Section 20.03 with respect to such Default. (b) Exercise of Option. If the Non-Affiliated Members shall at any time desire to purchase the entire Membership Interest of a Defaulting Member and its 62

Affiliates, if any, when allowed so to do as the result of circumstances triggering the use of this Section 20.03, they may exercise said right and option to purchase a Defaulting Member and its Affiliates' entire Membership Interest by giving written notice to all Members unequivocally stating that they exercising such right and option (said notice is hereinafter referred to as the "Exercise Notice"). Except as provided in the immediately following sentence of this Section 20.03(b), the purchase price for said Defaulting Member and its Affiliates' entire Membership Interest (said amount being hereinafter referred to as the "Default Purchase Price") shall be an amount equivalent to seventy-five percent (75%) of the value of the Defaulting Member and its Affiliates' Membership Interest computed by utilization of the Appraisal Procedure set forth on Exhibit D, with such Appraisal Procedure being used to determine the Appraised Value of the Project and the resulting value of a Member's Membership Interest as set forth on Exhibit D (the "Default Formula Price"). If the Appraised Value of the Project as so determined, net of any outstanding Constructions Loans and/or Permanent Financing/Refinancing, is less than the sum of all unreturned Initial Capital Contributions, Mandatory

Affiliates, if any, when allowed so to do as the result of circumstances triggering the use of this Section 20.03, they may exercise said right and option to purchase a Defaulting Member and its Affiliates' entire Membership Interest by giving written notice to all Members unequivocally stating that they exercising such right and option (said notice is hereinafter referred to as the "Exercise Notice"). Except as provided in the immediately following sentence of this Section 20.03(b), the purchase price for said Defaulting Member and its Affiliates' entire Membership Interest (said amount being hereinafter referred to as the "Default Purchase Price") shall be an amount equivalent to seventy-five percent (75%) of the value of the Defaulting Member and its Affiliates' Membership Interest computed by utilization of the Appraisal Procedure set forth on Exhibit D, with such Appraisal Procedure being used to determine the Appraised Value of the Project and the resulting value of a Member's Membership Interest as set forth on Exhibit D (the "Default Formula Price"). If the Appraised Value of the Project as so determined, net of any outstanding Constructions Loans and/or Permanent Financing/Refinancing, is less than the sum of all unreturned Initial Capital Contributions, Mandatory Contributions and Non-Required Contributions of the Members and accrued and unpaid Interest/Return thereon, the Default Purchase Price shall be the greater of (i) the Default Formula Price and (ii) an amount equal to the amount that would be distributed to the Defaulting Member and its Affiliates upon a Capital Events Distribution in an amount equal to the Appraised Value of the Project as so determined, net of any outstanding Constructions Loans and/or Permanent Financing/Refinancing. The Default Purchase Price, as determined under the two immediately preceding sentences, shall be adjusted pursuant to the provisions of Section 20.06 below. Said purchase shall be on the terms and pursuant to the procedures set forth herein and the closing of said transaction shall take place in accordance with the provisions of Section 20.06 below. If NonAffiliated Members do not exercise said right and option in the manner and within the time aforesaid, the NonAffiliated Members shall be deemed to have waived said right and option to purchase, but only as to the specific default giving rise to said right and option to purchase, and not others, and the Non-Affiliated Members shall continue to have and enjoy the right and option to so purchase created under and by virtue of this Article XX in all other, further and/or subsequent cases to which this Section 20.03 applies. As between the Non-Affiliated Members, they shall have the right to purchase the Defaulting Member and its Affiliates' entire Membership Interest in proportion to their Profits Interests but without the inclusion of the Defaulting Member and its Affiliates' Profits Interests and if one or less than all Non-Affiliated Members do not desire to purchase the Defaulting Member and its Affiliates' Membership Interest, the Non-Affiliated Members so desiring to purchase shall have the right to purchase the entire (but no fractional portion of the) Membership Interest of the Defaulting Member. (c) Expenses. All reasonable fees, costs and expenses of the appraisers and otherwise associated with the Appraisal Procedure and the purchase of the Defaulting Member and its Affiliates' Membership Interest shall be the responsibility of and shall be paid by the Defaulting Member. (d) Membership Interest Will be Acquired by Non-Affiliated Members for the Default Purchase Price. It is the intention and express agreement of the Members that if a default shall occur hereunder to which this Section 20.03 applies, the Non-Affiliated Members shall have the right to purchase the Membership Interest of a Defaulting Member and its Affiliates, if any, for the Default Purchase Price and shall not (directly, indirectly, contingent or otherwise) be obligated to pay more than the Default Purchase Price, as determined in accordance with this Agreement, in order to acquire the Membership Interest of the Defaulting 63

Member and its Affiliates, if any, regardless of whether the aggregate amount of the indebtedness, obligations and/or liabilities secured by any liens or encumbrances on such Membership Interest exceeds the Default Purchase Price determined under this Agreement. 20.04 Default Approval Rights; Loss of Approval Rights on Defaults. The Members agree that a Defaulting Member shall forfeit its rights to approve Company decisions and activities during the pendency of a Default until such time as the Default is cured but subject to the provisions of this Section 20.04. Notwithstanding any provision in this Section 20.04 to the contrary, a Member shall retain its rights (herein, the "Default Approval Rights") under this Agreement to approve the following actions regardless of any default by such Member:

Member and its Affiliates, if any, regardless of whether the aggregate amount of the indebtedness, obligations and/or liabilities secured by any liens or encumbrances on such Membership Interest exceeds the Default Purchase Price determined under this Agreement. 20.04 Default Approval Rights; Loss of Approval Rights on Defaults. The Members agree that a Defaulting Member shall forfeit its rights to approve Company decisions and activities during the pendency of a Default until such time as the Default is cured but subject to the provisions of this Section 20.04. Notwithstanding any provision in this Section 20.04 to the contrary, a Member shall retain its rights (herein, the "Default Approval Rights") under this Agreement to approve the following actions regardless of any default by such Member: (i) The filing of bankruptcy or the filing for the appointment of a receiver for the assets of the Company; (ii) Dissolution or termination of the Company; (iii) Except as set forth in a Pro Forma and/or an Operating Budget as required funding from the Members, the entering into any contract or agreement, including guarantees, that creates liability of the Defaulting Member beyond its contributions to the Capital of the Company or that requires the guarantees of the Defaulting Member or its Affiliates; or (iv) Except for typographical errors or corrections or the amendment of Exhibit B to reflect changes to the information set forth thereon in accordance with this Agreement, the amendment or modification of this Agreement. 20.05 Attorney's Fees. Except as otherwise provided herein, if (i) any party fails to perform any of its obligations under this Agreement, or (ii) any litigation is commenced between the parties concerning any provision of this Agreement or any rights or duties of any person relative thereto, or (iii) any party institutes any proceeding in any bankruptcy or similar court which has jurisdiction over any party (or any or all of its property or assets), the nondefaulting party or party prevailing in such litigation, or the non-bankrupt party (as the case may be) shall be entitled, in addition to damages and such other and further relief as may be granted, to all costs incurred in enforcing and defending its rights and remedies under this Agreement, including but not limited to attorney's fees, out-of-pocket costs and expenses, and court costs, together with interest on the foregoing from the date same are incurred until fully repaid at a rate equal to the Interest/Return, or such lesser rate of interest as may from time to time be the maximum rate of interest which may, under the circumstances, be charged under applicable law. 20.06 Closing. (a) Closing Terms. This Section 20.06 sets forth and will govern the procedures, terms and conditions pursuant to which a Member selling its Membership Interest (the "Selling Member") will be transferred to a Member purchasing the Selling Member's Membership Interest (the "Purchasing Member") pursuant to Section 20.03. 64

(b) Purchase Price. As used herein, the term purchase price shall mean in the case of a transfer pursuant to Section 20.03, the Default Purchase Price, as the same may be increased or decreased pursuant to the provisions of this Section 20.06. (c) Default Purchase Closing Date and Place. The closing of the purchase/sale of a Member's Membership Interest pursuant to Section 20.03 and this Section 20.06 shall be held at the principal office of the Company on a business Day that is determined by the Purchasing Member, but in any event unless the closing is delayed through no fault of the Purchasing Member, no later than thirty (30) Days following the date of the Exercise Notice; provided, however, in the event that the closing of such purchase/sale has not occurred by the date that is one-hundred eighty (180) Days following the date of such Exercise Notice and such delay or failure to close is not the result of any action or inaction of the Selling Member and the Selling Member is otherwise ready and

(b) Purchase Price. As used herein, the term purchase price shall mean in the case of a transfer pursuant to Section 20.03, the Default Purchase Price, as the same may be increased or decreased pursuant to the provisions of this Section 20.06. (c) Default Purchase Closing Date and Place. The closing of the purchase/sale of a Member's Membership Interest pursuant to Section 20.03 and this Section 20.06 shall be held at the principal office of the Company on a business Day that is determined by the Purchasing Member, but in any event unless the closing is delayed through no fault of the Purchasing Member, no later than thirty (30) Days following the date of the Exercise Notice; provided, however, in the event that the closing of such purchase/sale has not occurred by the date that is one-hundred eighty (180) Days following the date of such Exercise Notice and such delay or failure to close is not the result of any action or inaction of the Selling Member and the Selling Member is otherwise ready and willing to close and/or the delay or failure to close is not the result of any court action or inaction or restraining order or injunction, then such failure to close within such time parameter shall be deemed a waiver of the Purchasing Member's rights to purchase the Selling Member's Membership Interest by reason of the Default that triggered the Purchasing Member's rights under Section 20.03 above. Such waiver shall not, however, be deemed to be a waiver of any other Default that may exist at the time or that may occur thereafter. The date determined in accordance with the foregoing provisions for closing of any transaction to which this Section 20.06 is applicable is hereinafter referred to as the "Default Purchase Closing Date". (d) Payment; Escrow. On the Default Purchase Closing Date, the Default Purchase Price may be deposited in good federal funds that are immediately available at the place of closing in escrow with the title company involved with the transaction or with either Purchasing Member's or Selling Member's counsel. (e) Title. Title to the Selling Member's Membership Interest shall be transferred free and clear of all liens and encumbrances (and the possibility thereof) of every nature and description whatsoever. (f) Selling Member's Default. If a Selling Member shall fail or refuse to complete a transfer after the Purchasing Member becomes obligated to purchase pursuant to Section 20.03, as the case may be, the Purchasing Member may, at its option, elect to pursue any and all rights and remedies under this Agreement, at law, in equity, or otherwise against the Selling Member. Furthermore, each Member takes cognizance of the fact that a breach of the Selling Member's obligations under Section 20.03, as the case may be, may cause irreparable injury to the business and property of the Purchasing Member, and that there are inadequate remedies available at law to redress such injury. Consequently, the Purchasing Member shall have the right to seek and obtain specific performance of the obligations of the Selling Member that arise under this Article XX (as well as any collateral obligations under other provisions of this Agreement, at law, in equity, or otherwise). The foregoing provisions shall not be construed to preclude, restrict or limit any other or further rights or remedies that the Purchasing Member may have under this Agreement, at law, in equity, or otherwise. (g) Adjustments. On the Default Purchase Closing Date, the following adjustments shall be made to the Default Purchase Price and the following disbursements shall be made from the escrow by the escrow holder: 65

(i) the aggregate amount of all amounts owed by the Selling Member and its Affiliates to the Company, including accrued and unpaid interest thereon, shall be subtracted from the Default Purchase Price; and (ii) the aggregate amount of all liens of a definite and ascertainable amount upon the Membership Interest of the Selling Member shall be deducted in determining the Default Purchase Price. (h) Costs. In the event of a transfer pursuant to the provisions of Section 20.03, all title charges, recording fees, transfer taxes, and other fees, costs and expenses of the purchase, sale and transfer of the Membership Interest shall be charged to and paid in cash by the Selling Member through the escrow on the Default Purchase Closing Date. (i) Payment. On the Default Purchase Closing Date, that portion of the Default Purchase Price that is held in

(i) the aggregate amount of all amounts owed by the Selling Member and its Affiliates to the Company, including accrued and unpaid interest thereon, shall be subtracted from the Default Purchase Price; and (ii) the aggregate amount of all liens of a definite and ascertainable amount upon the Membership Interest of the Selling Member shall be deducted in determining the Default Purchase Price. (h) Costs. In the event of a transfer pursuant to the provisions of Section 20.03, all title charges, recording fees, transfer taxes, and other fees, costs and expenses of the purchase, sale and transfer of the Membership Interest shall be charged to and paid in cash by the Selling Member through the escrow on the Default Purchase Closing Date. (i) Payment. On the Default Purchase Closing Date, that portion of the Default Purchase Price that is held in escrow after the adjustments, payments and disbursements that are described in Section 20.06(g) and (h) (hereinafter referred to as the "Payment Amount") shall be disbursed to the Selling Member in immediately available Federal funds through the escrow, except that if the Payment Amount is a negative amount, the Selling Member shall pay such amount to the Purchasing Member in immediately available Federal funds through the escrow on the Default Purchase Closing Date. If the Selling Member fails to pay such amount, the Purchasing Member may elect to complete its purchase of the Selling Member's Membership Interest and the amount owed by the Selling Member shall accrue interest from the date of transfer until all principal and accrued interest is paid in full at a rate equal to the Interest/Return plus five percent (5%) but not in excess of the maximum amount allowable under applicable law. (j) Transfer of Title. On the Default Purchase Closing Date: (i) the Selling Member shall, simultaneously with the payment of the Payment Amount (or if a negative number, at the time same would be payable if it was a positive number) sell, assign and transfer the Selling Member and its Affiliates' entire Membership Interest to the Purchasing Member by written assignment containing (A) a warranty of the Selling Member's authority, (B) a special or limited warranty of title against the Selling Member's own acts, and (C) confirmation of the provisions set forth in Section 20.06(i); and (ii) the Purchasing Member shall, simultaneously with its receipt of the assignment referred to in this Section 20.06 (j), execute an agreement whereby it accepts such assignment and assumes the obligations of the Selling Member under this Agreement with respect to the Membership Interest of the Selling Member that the Purchasing Member is acquiring; and (iii) all other Members shall simultaneously with the events described in Sections 20.06(j)(i) and (ii), agree in writing to and shall consent to such assignment and the transactions effected thereby. All such documents of assignment, acceptance, assumption, consent and confirmation shall be in form and substance reasonably satisfactory to the Purchasing Member, and shall be duly executed by all Members required to execute same in recordable form. 66

ARTICLE XXI APPOINTMENT OF MANAGING MEMBER AS ATTORNEY-IN-FACT 21.01 Appointment. Each Member hereby irrevocably constitutes and appoints the Managing Member as such Member's true and lawful attorney-in-fact with full power and authority in said Member's name, place and stead for the limited purposes of executing, acknowledging, delivering, swearing to, filing and recording at the appropriate public office such documents as may be necessary or appropriate to carry out the provisions of this Agreement, as follows: (i) All certificates and other instruments (including counterparts of this Agreement), and any amendment thereof, which the Managing Member deems appropriate to qualify or continue the Company as a limited liability company in any jurisdiction in which the Company may conduct business;

ARTICLE XXI APPOINTMENT OF MANAGING MEMBER AS ATTORNEY-IN-FACT 21.01 Appointment. Each Member hereby irrevocably constitutes and appoints the Managing Member as such Member's true and lawful attorney-in-fact with full power and authority in said Member's name, place and stead for the limited purposes of executing, acknowledging, delivering, swearing to, filing and recording at the appropriate public office such documents as may be necessary or appropriate to carry out the provisions of this Agreement, as follows: (i) All certificates and other instruments (including counterparts of this Agreement), and any amendment thereof, which the Managing Member deems appropriate to qualify or continue the Company as a limited liability company in any jurisdiction in which the Company may conduct business; (ii) All instruments which the Managing Member deems appropriate to reflect a change or modification of this Agreement approved by the Members in accordance with the terms of this Agreement; and (iii) All instruments, documents, consents and agreements, financing statements, security agreements, and continuation statements which the Managing Member deems appropriate or necessary to effect and consummate any decision that the Managing Member is authorized to make under this Agreement and any decision unanimously approved or deemed unanimously approved by the Members if such approval is necessary pursuant this Agreement. 21.02 Survival. The appointment by all Members of the Managing Member as their attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of the Managing Member to act as contemplated by this Agreement in any filing and other action on behalf of the Company and shall survive the bankruptcy, death, dissolution, disability or incompetence of any Member hereby giving such power or the transfer or assignment of all or any part of the Membership Interest of such Member; provided, however, that in the event of the transfer by a Member of all or any part of said Member's Membership Interest, the foregoing power of attorney of a transferor Member shall survive such transfer only until such time as the transferee shall have been admitted to the Company as a Member and has, among other things contained herein, agreed to appoint the Managing Member as its attorney-in-fact as provided in this Article XXI, and all required documents and instruments shall have been duly executed, filed and recorded to effect such substitution. [Signatures on following page] 67

IN WITNESS WHEREOF, the undersigned have entered into this Agreement as of the date and year first written above. JG GULF COAST MEMBER LLC
By: /s/ Judson E. Smith -------------------------Judson E. Smith Executive Vice President

CBL/GULF COAST, LLC By: CBL & Associates Limited Partnership, its sole member and chief manager By: CBL Holdings I, Inc., its sole general partner

IN WITNESS WHEREOF, the undersigned have entered into this Agreement as of the date and year first written above. JG GULF COAST MEMBER LLC
By: /s/ Judson E. Smith -------------------------Judson E. Smith Executive Vice President

CBL/GULF COAST, LLC By: CBL & Associates Limited Partnership, its sole member and chief manager By: CBL Holdings I, Inc., its sole general partner
By: /s/ John N. Foy ------------------------John N. Foy Vice Chairman and Chief Financial Officer

68

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT A Description of the Real Estate 69

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT B
Members Profits Interest Initial Capital Contribution

Name, Address JG Gulf Coast Member LLC c/o The Richard E. Jacobs Group, Inc. 25425 Center Ridge Road Cleveland, Ohio 44145-4122 Attention: President (440) 808-6903 (telefax)

50%

$0.00

with a copy to: General Counsel The Richard E. Jacobs Group, Inc. 25425 Center Ridge Road Cleveland, Ohio 44145-4122 (440) 808-6903 (telefax) ------------------------------------------------------------------------------

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT A Description of the Real Estate 69

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT B
Members Profits Interest Initial Capital Contribution

Name, Address JG Gulf Coast Member LLC c/o The Richard E. Jacobs Group, Inc. 25425 Center Ridge Road Cleveland, Ohio 44145-4122 Attention: President (440) 808-6903 (telefax)

50%

$0.00

with a copy to: General Counsel The Richard E. Jacobs Group, Inc. 25425 Center Ridge Road Cleveland, Ohio 44145-4122 (440) 808-6903 (telefax) -----------------------------------------------------------------------------CBL/Gulf Coast, LLC 2030 Hamilton Place Boulevard Suite 500, CBL Center Chattanooga, Tennessee 37421 Attention: Charles B. Lebovitz (423) 490-8662 (telefax) with a copy to: Jeffery V. Curry, Esq. Shumacker Witt Gaither & Whitaker, P.C. 2030 Hamilton Place Blvd. Suite 210, CBL Center Chattanooga, Tennessee 37421 (423) 899-1278 (telefax) 50% $40,334,978.00

70

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT C FEES TO MEMBERS The following fees shall be paid to JG and CBL or their Affiliates, as so designated: JG FEES

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT B
Members Profits Interest Initial Capital Contribution

Name, Address JG Gulf Coast Member LLC c/o The Richard E. Jacobs Group, Inc. 25425 Center Ridge Road Cleveland, Ohio 44145-4122 Attention: President (440) 808-6903 (telefax)

50%

$0.00

with a copy to: General Counsel The Richard E. Jacobs Group, Inc. 25425 Center Ridge Road Cleveland, Ohio 44145-4122 (440) 808-6903 (telefax) -----------------------------------------------------------------------------CBL/Gulf Coast, LLC 2030 Hamilton Place Boulevard Suite 500, CBL Center Chattanooga, Tennessee 37421 Attention: Charles B. Lebovitz (423) 490-8662 (telefax) with a copy to: Jeffery V. Curry, Esq. Shumacker Witt Gaither & Whitaker, P.C. 2030 Hamilton Place Blvd. Suite 210, CBL Center Chattanooga, Tennessee 37421 (423) 899-1278 (telefax) 50% $40,334,978.00

70

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT C FEES TO MEMBERS The following fees shall be paid to JG and CBL or their Affiliates, as so designated: JG FEES Construction Management Fee - for services of JG and/or its Affiliates in the construction management of Phase One, a Construction Management Fee of $500,000. The Construction Management Fee shall be paid in such amount as reflected in the Phase One Pro Forma. CBL FEES Construction Management Fee - for services of CBL and/or its Affiliates in the construction management of Future Phases, a Construction Management Fee of three and 34/100 percent (3.34%) of the construction costs set forth in the approved Pro Forma for such Future Phase, plus, as to each Future Phase for which EMJ serves

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT C FEES TO MEMBERS The following fees shall be paid to JG and CBL or their Affiliates, as so designated: JG FEES Construction Management Fee - for services of JG and/or its Affiliates in the construction management of Phase One, a Construction Management Fee of $500,000. The Construction Management Fee shall be paid in such amount as reflected in the Phase One Pro Forma. CBL FEES Construction Management Fee - for services of CBL and/or its Affiliates in the construction management of Future Phases, a Construction Management Fee of three and 34/100 percent (3.34%) of the construction costs set forth in the approved Pro Forma for such Future Phase, plus, as to each Future Phase for which EMJ serves as general contractor, a further fee to be paid to EMJ of one and three-quarter percent (1.75%) of the construction costs set forth in the approved Pro Forma for such Future Phase. The referenced Construction Management Fees shall be paid as set forth in the approved Pro Forma for each Future Phase. Management Fee - for services of CBL or its Affiliate pursuant to CBL's asset/financial management responsibility for the Project, CBL or its Affiliate shall receive an amount equal to three percent (3%) of the "Project Income" as hereinafter defined, from the grand opening of Phase One until the earlier of the termination of this Agreement or the termination of CBL or its Affiliate as the Property Manager pursuant to the Property Management Agreement. The entitlement of CBL or its Affiliate to the Management Fee described herein shall be further outlined and subject to the terms of the Property Management Agreement. Leasing Fees -for services of CBL or its Affiliate pursuant to CBL's leasing responsibility for the Project, CBL or its Affiliate shall receive the following: A. With respect to each tenant who executes a renewal lease after the expiration of its initial lease, including the expiration of any options to extend such lease, which renewal lease has a term of at least three (3) years, an amount equal to Two Dollars ($2.00) per square foot of said tenant's space, payable upon the date the such tenant is open and paying rent; B. With respect to the replacement of any tenant (other than an Anchor) with another tenant, an amount equal to Four Dollars ($4.00) per square foot of said tenant's space, payable upon the date the such tenant is open and paying rent; 1 71

C. With respect to the replacement of an Anchor with another Anchor or replacement tenant(s) and/or upon the addition of an Anchor to a phase of the Project after the grand opening of such phase, an amount equal to Two Dollars ($2.00) per square foot of said Anchor's or replacement tenant(s)' space in the Project, payable (i) for leases, upon the date the such Anchor or replacement tenant(s) is/are open and paying rent and (ii) for non-lease transactions where the Anchor owns its space, upon the date such Anchor is open; D. With respect to each temporary tenant in the Project who executes an occupancy agreement, as defined below, an amount equal to ten percent (10%) of the rent generated from said occupancy agreement, payable on full execution of the license agreement with such licensee. The term "occupancy agreement" shall mean a lease or license to occupy space in the Project that has a term of one year or less and the term "rent" shall mean only the

C. With respect to the replacement of an Anchor with another Anchor or replacement tenant(s) and/or upon the addition of an Anchor to a phase of the Project after the grand opening of such phase, an amount equal to Two Dollars ($2.00) per square foot of said Anchor's or replacement tenant(s)' space in the Project, payable (i) for leases, upon the date the such Anchor or replacement tenant(s) is/are open and paying rent and (ii) for non-lease transactions where the Anchor owns its space, upon the date such Anchor is open; D. With respect to each temporary tenant in the Project who executes an occupancy agreement, as defined below, an amount equal to ten percent (10%) of the rent generated from said occupancy agreement, payable on full execution of the license agreement with such licensee. The term "occupancy agreement" shall mean a lease or license to occupy space in the Project that has a term of one year or less and the term "rent" shall mean only the minimum annual rent and percentage rent paid by the tenant. E. With respect to each sponsorship or co-branding transaction at or relating to the Project (other than such sponsorship(s) with the Coca Cola company or other soft-drink companies and their respective affiliates and/or affiliated or unaffiliated bottlers regarding the placement of vending machines in the common areas of the Project for which the Members agree no sponsorship fee shall be paid by the Company), an amount equal to five percent (5%) of the gross revenues generated by such sponsorship or co-branding transaction, payable on full execution of the sponsorship or co-branding agreement (as to the portion of such gross revenues paid upon such execution) and monthly as to gross revenues paid during the term of such sponsorship or co-branding agreement. The entitlement of CBL or its Affiliate to the Leasing Fees described herein shall be further outlined and subject to the terms of the Property Management Agreement Outparcel and Pad Sales/Lease Fees - for services of CBL in selling or ground leasing Outparcels and pads, a fee of five percent (5%) of the sales price on a sale of an Outparcel or pad, payable on the closing of such sale, or five percent (5%) of the ground lease value on any ground lease of an Outparcel or pad, payable one-half (1/2) on the full execution of the ground lease and one-half (1/2) on the date the ground lessee is open and paying rent. The "ground lease value" shall be the sum of the annual rent to be paid over the greater of (i) ten years or (ii) term of the ground lease (but in no event more than twenty years). Financing Fee - for services of CBL in the placement of Permanent Financing/Refinancing on behalf of the Company, CBL shall receive a fee equal to twenty-five hundredths percent (.25%) of the amount of such Permanent Financing/Refinancing. The Financing Fee shall be paid at the closing of such Permanent Financing/Refinancing. DEFINITIONS "Project Income"- subject to the exceptions noted below, shall mean (i) all revenue derived from the Project on a cash basis, including without limitation, (A) all minimum rents, (B) percentage rents, if any, (C) license fees paid by licensees and ninety-five percent of sponsorship income, (D) receipts from public telephones, storage lockers, vending machines, (E) stroller and other equipment rentals, (F) advertising revenues, (G) gift card or gift certificate 2 72

sales revenues, and (H) interest on tenant security deposits unless such interest is required to be paid to such tenants; and (ii) payments by tenants for utilities, insurance, real estate taxes, common area maintenance and operating expenses but, with respect to such payments, only to the extent that there is a profit (i.e., an excess of such payments over the actual costs paid/recovered) generated therefrom to the Company. Project Income shall not include proceeds from the Construction Loan and Permanent Financing/Refinancing; proceeds from settlement of fire/casualty losses (except for such proceeds from loss of rents insurance), condemnation proceeds, sales of outparcels and other peripheral property, or items of a similar nature. ADDITIONAL FEES, LIMITATIONS AND CERTAIN THIRD-PARTY FEES

sales revenues, and (H) interest on tenant security deposits unless such interest is required to be paid to such tenants; and (ii) payments by tenants for utilities, insurance, real estate taxes, common area maintenance and operating expenses but, with respect to such payments, only to the extent that there is a profit (i.e., an excess of such payments over the actual costs paid/recovered) generated therefrom to the Company. Project Income shall not include proceeds from the Construction Loan and Permanent Financing/Refinancing; proceeds from settlement of fire/casualty losses (except for such proceeds from loss of rents insurance), condemnation proceeds, sales of outparcels and other peripheral property, or items of a similar nature. ADDITIONAL FEES, LIMITATIONS AND CERTAIN THIRD-PARTY FEES The Members may be entitled to other fees pursuant to the terms of the Property Management Agreement and any consulting agreements or other agreements that may be entered into between the Company and such Member or its Affiliates subject to the provisions of Section 5.03 of this Agreement. The Members agree that, except as may be provided in the Phase One Pro Forma or any other approved Pro Forma, there shall be no Leasing Fees or leasing expenses for the initial lease-up of particular phases of the Project. Likewise, any in-house costs a Member may incur during a Development Period for any particular phase of the Project, including but not limited to travel costs and personnel costs, shall not be reimbursed by the Company to such Member. The Members shall bear their own legal fees and other costs for the negotiation and entering into of this Agreement and the Company shall not reimburse any Member for any costs or expenses incurred by such Member or its Affiliates prior to the date of this Agreement. No fee or compensation shall be paid by the Company to any Member or its Affiliates on the placement of any Construction Loan. Except for the Construction Management Fee to be paid to JG and CBL as set forth above, no additional fees or compensation shall be paid by the Company to any Member or its Affiliates for the performance of construction management services. Except as set forth below, any fees, commissions or compensation owed to CB Richard Ellis with respect to services rendered by CB Richard Ellis prior to the date of the Letter Agreement shall be paid by JG or its Affiliates. Fees, commissions or compensation that are owed to a third-party broker, consultant or similar entity with respect to (i) the sale of a portion of the Real Estate to Target; and/or (ii) the lease of a portion of the Real Estate to Staples shall be assumed by and paid by the Company. 3 73

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT D APPRAISAL PROCEDURE Procedure for Appraisals. For purposes of determining the appraised value of the Project pursuant to this Agreement, the following procedure (the "Appraisal Procedure") shall be followed: (a) The Member initiating this Appraisal Procedure shall, in a written notice to the other Members, set forth the name, business address and phone number of an appraiser having the qualifications set forth in Section (b) below who has accepted said Member's appointment and agreed to act as said Member's appraiser hereunder in accordance with this Appraisal Procedure. The other Members who, pursuant to the provisions of Section, are responsible for appointment of the second appraiser, shall, in a written notice to the initiating Member given not less than fifteen (15) Days after receipt of the said notice from the initiating Member, set forth the name, business address and telephone number of an appraiser having the qualifications set forth in Section (b) below who has accepted said Member's(s') appointment and agreed to act as the second appraiser hereunder in accordance with this Appraisal Procedure. The two appraisers so appointed shall appoint, and give each of the Members written notice of the name, business address and telephone number of, a third appraiser having the qualifications set forth in Section (b) below.

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT D APPRAISAL PROCEDURE Procedure for Appraisals. For purposes of determining the appraised value of the Project pursuant to this Agreement, the following procedure (the "Appraisal Procedure") shall be followed: (a) The Member initiating this Appraisal Procedure shall, in a written notice to the other Members, set forth the name, business address and phone number of an appraiser having the qualifications set forth in Section (b) below who has accepted said Member's appointment and agreed to act as said Member's appraiser hereunder in accordance with this Appraisal Procedure. The other Members who, pursuant to the provisions of Section, are responsible for appointment of the second appraiser, shall, in a written notice to the initiating Member given not less than fifteen (15) Days after receipt of the said notice from the initiating Member, set forth the name, business address and telephone number of an appraiser having the qualifications set forth in Section (b) below who has accepted said Member's(s') appointment and agreed to act as the second appraiser hereunder in accordance with this Appraisal Procedure. The two appraisers so appointed shall appoint, and give each of the Members written notice of the name, business address and telephone number of, a third appraiser having the qualifications set forth in Section (b) below. (b) Each appraiser shall, in all events, be independent and disinterested. All appraisers shall be members in good standing of the American Institute of Real Estate Appraisers ("AIREA") and shall have at least five years experience in appraising first class shopping centers that are similar to the Project and that are in the same general geographic area as the Project. Each appraiser shall appraise the Project on an "as is" basis. (c) (i) CBL and the Accountants shall, promptly upon request of any appraiser appointed pursuant to the provisions of this Section, furnish all such appraisers with any financial or other information in their possession relative to the Project that is reasonably requested by such appraiser. (ii) Each of the three appraisers, acting independently of each other, shall, within sixty (60) Days after appointment of the last required appraiser, submit to the Members a written appraisal report that has been prepared in accordance with the provisions hereof stating his or her opinion as to the fair market value as of the relevant date. After all three appraisers have submitted written appraisal reports as aforesaid, they shall meet and reevaluate their appraisals and, if they agree on a single appraised fair market value within seventy-five (75) Days after appointment of the last required appraiser, such single appraised fair market value shall be the Appraised fair market value of the Project and is hereinafter referred to as the "Appraised Value." If the appraisers are unable to agree on a single appraised fair market value within such seventy-five (75) Day period, then the "Appraised Value" shall be deemed to be the arithmetic average of 1 74

the three appraised fair market values originally submitted, provided, however, that, if any of the appraised fair market values are more than five percent (5%) greater or less than the median value of the three appraised fair market values, such appraised fair market values shall be disregarded, and the Appraised Value shall be deemed to be the arithmetic average of the remaining two fair market values originally submitted, and, if two of the three appraised fair market values are five percent (5%) greater or less than the median value of the three appraised fair market values, both shall be disregarded and the appraised fair market value that is not so disregarded shall be taken as the Appraised Value. If the Appraisal Procedure is being utilized for purposes of establishing the value of a Member's Membership Interest, the Appraisal Procedure shall be utilized to establish the Appraised Value of the Project, and fifty percent (50%) of the Appraised Value of the Project shall be deemed the value of the Membership Interests (collectively if applicable, i.e., if JG has assigned a portion of its Membership Interest to Affiliates pursuant to transfers permitted by Article XVI) of JG and CBL.

the three appraised fair market values originally submitted, provided, however, that, if any of the appraised fair market values are more than five percent (5%) greater or less than the median value of the three appraised fair market values, such appraised fair market values shall be disregarded, and the Appraised Value shall be deemed to be the arithmetic average of the remaining two fair market values originally submitted, and, if two of the three appraised fair market values are five percent (5%) greater or less than the median value of the three appraised fair market values, both shall be disregarded and the appraised fair market value that is not so disregarded shall be taken as the Appraised Value. If the Appraisal Procedure is being utilized for purposes of establishing the value of a Member's Membership Interest, the Appraisal Procedure shall be utilized to establish the Appraised Value of the Project, and fifty percent (50%) of the Appraised Value of the Project shall be deemed the value of the Membership Interests (collectively if applicable, i.e., if JG has assigned a portion of its Membership Interest to Affiliates pursuant to transfers permitted by Article XVI) of JG and CBL. (iii) Any determination of appraised fair market value and Appraised Value pursuant to this procedure shall, in the absence of fraud, bad faith, or collusion, be binding and conclusive upon all Members. (d) All reasonable costs, expenses and fees relative to the Appraisal Procedure shall, in all cases, be the responsibility of and paid by the Defaulting Member in the event the Appraisal Procedure is implemented pursuant to a Default and in all other cases, shall be the responsibility of the Company. 2 75

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT E PHASE ONE PRO FORMA 76

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT F-1 PHASE ONE SITE PLAN 77

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT F-2 PHASE TWO SITE PLAN This Phase Two Site Plan is indicative of the concept for Phase Two to be developed. So long as the buildings are generally within the building areas depicted, do not violate any tenant leases or other agreements and so long as all changes are consistent with the approved Pro Forma(s) for Phase Two, CBL will have the right to change the configuration of the buildings and/or the common areas shown on this Phase Two Site Plan. It is understood that there is no obligation to construct all of Phase Two at any one time and that Phase Two can be constructed in one or more sub-phases in accordance with agreed upon Pro Forma(s).

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT E PHASE ONE PRO FORMA 76

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT F-1 PHASE ONE SITE PLAN 77

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT F-2 PHASE TWO SITE PLAN This Phase Two Site Plan is indicative of the concept for Phase Two to be developed. So long as the buildings are generally within the building areas depicted, do not violate any tenant leases or other agreements and so long as all changes are consistent with the approved Pro Forma(s) for Phase Two, CBL will have the right to change the configuration of the buildings and/or the common areas shown on this Phase Two Site Plan. It is understood that there is no obligation to construct all of Phase Two at any one time and that Phase Two can be constructed in one or more sub-phases in accordance with agreed upon Pro Forma(s). 78

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT G PROPERTY MANAGEMENT AGREEMENT by and between JG GULF COAST TOWN CENTER LLC as Owner and CBL & ASSOCIATES MANAGEMENT, INC. as Manager Dated as of April 27,2005

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT F-1 PHASE ONE SITE PLAN 77

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT F-2 PHASE TWO SITE PLAN This Phase Two Site Plan is indicative of the concept for Phase Two to be developed. So long as the buildings are generally within the building areas depicted, do not violate any tenant leases or other agreements and so long as all changes are consistent with the approved Pro Forma(s) for Phase Two, CBL will have the right to change the configuration of the buildings and/or the common areas shown on this Phase Two Site Plan. It is understood that there is no obligation to construct all of Phase Two at any one time and that Phase Two can be constructed in one or more sub-phases in accordance with agreed upon Pro Forma(s). 78

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT G PROPERTY MANAGEMENT AGREEMENT by and between JG GULF COAST TOWN CENTER LLC as Owner and CBL & ASSOCIATES MANAGEMENT, INC. as Manager Dated as of April 27,2005 79

PROPERTY MANAGEMENT AGREEMENT PROPERTY MANAGEMENT AGREEMENT, made as of the 27th day of April, 2005, by and between JG GULF COAST TOWN CENTER LLC, an Ohio limited liability company (herein referred to as the "Owner"), and CBL & ASSOCIATES MANAGEMENT, INC., a Delaware corporation (herein referred to as the "Manager").

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT F-2 PHASE TWO SITE PLAN This Phase Two Site Plan is indicative of the concept for Phase Two to be developed. So long as the buildings are generally within the building areas depicted, do not violate any tenant leases or other agreements and so long as all changes are consistent with the approved Pro Forma(s) for Phase Two, CBL will have the right to change the configuration of the buildings and/or the common areas shown on this Phase Two Site Plan. It is understood that there is no obligation to construct all of Phase Two at any one time and that Phase Two can be constructed in one or more sub-phases in accordance with agreed upon Pro Forma(s). 78

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT G PROPERTY MANAGEMENT AGREEMENT by and between JG GULF COAST TOWN CENTER LLC as Owner and CBL & ASSOCIATES MANAGEMENT, INC. as Manager Dated as of April 27,2005 79

PROPERTY MANAGEMENT AGREEMENT PROPERTY MANAGEMENT AGREEMENT, made as of the 27th day of April, 2005, by and between JG GULF COAST TOWN CENTER LLC, an Ohio limited liability company (herein referred to as the "Owner"), and CBL & ASSOCIATES MANAGEMENT, INC., a Delaware corporation (herein referred to as the "Manager"). W I T N E S S E T H: WHEREAS, Owner owns one hundred percent of that certain parcel of real property and certain improvements located thereon identified on Exhibit A annexed hereto and made a part hereof (which, together with all tangible and intangible personal property owned by Owner located on or in or used in connection with or pertaining to such real property and improvements, shall hereinafter be referred to as the "Property"); and WHEREAS, Owner desires to engage Manager to serve as Owner's sole and exclusive manager for the Property, with the responsibility for the management, operation, maintenance, leasing and otherwise as herein specified for the Property, including performing on behalf of Owner certain obligations of Owner as lessor under

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT G PROPERTY MANAGEMENT AGREEMENT by and between JG GULF COAST TOWN CENTER LLC as Owner and CBL & ASSOCIATES MANAGEMENT, INC. as Manager Dated as of April 27,2005 79

PROPERTY MANAGEMENT AGREEMENT PROPERTY MANAGEMENT AGREEMENT, made as of the 27th day of April, 2005, by and between JG GULF COAST TOWN CENTER LLC, an Ohio limited liability company (herein referred to as the "Owner"), and CBL & ASSOCIATES MANAGEMENT, INC., a Delaware corporation (herein referred to as the "Manager"). W I T N E S S E T H: WHEREAS, Owner owns one hundred percent of that certain parcel of real property and certain improvements located thereon identified on Exhibit A annexed hereto and made a part hereof (which, together with all tangible and intangible personal property owned by Owner located on or in or used in connection with or pertaining to such real property and improvements, shall hereinafter be referred to as the "Property"); and WHEREAS, Owner desires to engage Manager to serve as Owner's sole and exclusive manager for the Property, with the responsibility for the management, operation, maintenance, leasing and otherwise as herein specified for the Property, including performing on behalf of Owner certain obligations of Owner as lessor under all leases for space at the Property, and Manager desires to accept such engagement, all subject to the terms and conditions hereinafter set forth. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Owner and Manager hereby agree as follows: ARTICLE I DEFINITIONS As used herein, the following terms have the meanings set forth below: "Affiliate" shall mean, as to any Person, (i) any other Person, which directly or indirectly, through one or more intermediaries, Controls (as hereinafter defined), is Controlled by, or is under common Control with, such Person and/or (ii) any Person, ten percent (10%) or more of the equity or beneficial interests of which, are owned by such Person or owned by an Affiliate of such Person who is an Affiliate pursuant to (i) above. "Control" shall mean the power, directly or indirectly, to direct the actions, operation or management of another

PROPERTY MANAGEMENT AGREEMENT PROPERTY MANAGEMENT AGREEMENT, made as of the 27th day of April, 2005, by and between JG GULF COAST TOWN CENTER LLC, an Ohio limited liability company (herein referred to as the "Owner"), and CBL & ASSOCIATES MANAGEMENT, INC., a Delaware corporation (herein referred to as the "Manager"). W I T N E S S E T H: WHEREAS, Owner owns one hundred percent of that certain parcel of real property and certain improvements located thereon identified on Exhibit A annexed hereto and made a part hereof (which, together with all tangible and intangible personal property owned by Owner located on or in or used in connection with or pertaining to such real property and improvements, shall hereinafter be referred to as the "Property"); and WHEREAS, Owner desires to engage Manager to serve as Owner's sole and exclusive manager for the Property, with the responsibility for the management, operation, maintenance, leasing and otherwise as herein specified for the Property, including performing on behalf of Owner certain obligations of Owner as lessor under all leases for space at the Property, and Manager desires to accept such engagement, all subject to the terms and conditions hereinafter set forth. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Owner and Manager hereby agree as follows: ARTICLE I DEFINITIONS As used herein, the following terms have the meanings set forth below: "Affiliate" shall mean, as to any Person, (i) any other Person, which directly or indirectly, through one or more intermediaries, Controls (as hereinafter defined), is Controlled by, or is under common Control with, such Person and/or (ii) any Person, ten percent (10%) or more of the equity or beneficial interests of which, are owned by such Person or owned by an Affiliate of such Person who is an Affiliate pursuant to (i) above. "Control" shall mean the power, directly or indirectly, to direct the actions, operation or management of another Person or business entity by contract, the ownership of voting rights or otherwise. "Fiscal Year" shall mean the Fiscal Year of Owner from time to time. The Fiscal Year of Owner as of the date hereof is the calendar year. 80

"Owner's Limited Liability Company Agreement" shall mean that certain Amended and Restated Limited Liability Company Agreement entered into by and between Owner's members, dated of even date herewith. "Person" shall mean an individual, partnership, limited liability company, corporation, trust, unincorporated association or any other legal entity. "Property Documents" shall mean any (i) reciprocal easement and/or operating agreement with respect to the Property, (ii) deed of trust or mortgage affecting the Property (iii) partnership agreement, operating agreement, shareholders agreement or similar agreement with any non-Owner affiliated Person with respect to the Property, (iv) Tenant Leases, (v) licenses affecting the Property, (vi) Service Contracts affecting the Property, (vii) all easements and other recorded and unrecorded agreements affecting the Property, (viii) all ground leases affecting the Property, (ix) all contracts for sales of pads to Anchors; and (x) the Owner's Limited Liability Company Agreement (the "LLC Agreement"). "Service Contracts" shall mean all written agreements now or hereafter in force and effect which provide for the supply of utilities and other services, maintenance, repair, advertising or promotion with respect to the Property.

"Owner's Limited Liability Company Agreement" shall mean that certain Amended and Restated Limited Liability Company Agreement entered into by and between Owner's members, dated of even date herewith. "Person" shall mean an individual, partnership, limited liability company, corporation, trust, unincorporated association or any other legal entity. "Property Documents" shall mean any (i) reciprocal easement and/or operating agreement with respect to the Property, (ii) deed of trust or mortgage affecting the Property (iii) partnership agreement, operating agreement, shareholders agreement or similar agreement with any non-Owner affiliated Person with respect to the Property, (iv) Tenant Leases, (v) licenses affecting the Property, (vi) Service Contracts affecting the Property, (vii) all easements and other recorded and unrecorded agreements affecting the Property, (viii) all ground leases affecting the Property, (ix) all contracts for sales of pads to Anchors; and (x) the Owner's Limited Liability Company Agreement (the "LLC Agreement"). "Service Contracts" shall mean all written agreements now or hereafter in force and effect which provide for the supply of utilities and other services, maintenance, repair, advertising or promotion with respect to the Property. ARTICLE II APPOINTMENT AND ENGAGEMENT OF MANAGER; GENERAL DUTIES AND STANDARDS 2.1 Appointment and Engagement. Subject to the terms and conditions hereinafter set forth, Owner hereby appoints and engages Manager as its sole and exclusive manager for the Property with the sole and exclusive authority to observe and perform on behalf of Owner the services and obligations herein provided with regard to the management, operation, maintenance, leasing and other specified dealings involving the Property. Manager, by its execution hereof, does hereby accept such appointment and engagement upon and in accordance with the terms hereof. 2.2 General Duties. Manager shall perform, or shall retain and cause other appropriate professionals approved by Owner to perform, its duties hereunder in a diligent manner consistent with good industry standards. Manager, on behalf of Owner, shall implement, or cause to be implemented, the decisions of Owner and shall conduct the ordinary and usual business affairs of Owner as provided in this Agreement. Manager shall provide Owner with the full benefit of the judgment, experience and advice of the members of Manager's organization and staff and shall perform services as may be reasonably requested by Owner in managing, operating, maintaining and leasing the Property, subject to the terms hereof. 2.3 Status of Parties. In the performance of its services hereunder, Manager shall be and act as an independent contractor. Nothing in this Agreement, or in the relationship between Owner and Manager, shall be deemed to constitute a partnership, joint venture or any other similar relationship. 81

2.4 Continuing Standards. Manager shall, in keeping with the authority granted to Manager herein, keep Owner informed regarding the Property and manage and operate the Property according to the terms of this Agreement. 2.5 LLC Agreement. In performing its duties hereunder, Manager shall adhere to the requirements of the LLC Agreement as to any items requiring the unanimous approval of Owner's Members or the approval of any Member(s) of Owner other than the Member that is Manager's Affiliate. ARTICLE III SPECIFIC DUTIES AND RIGHTS 3.1 Actions Authorized with Respect to Leases. (a) Manager shall perform or cause to be performed all duties of Owner under leases, license agreements, concession or other occupancy agreements currently in effect or hereafter approved by Owner (as the same may be amended from time to time with Owner's approval, referred to individually as a "Tenant Lease" and collectively as the "Tenant Leases") between Owner (and any Affiliate of or predecessor-in-interest to Owner), as landlord, and any tenant, licensee, concessionaire or other occupant,

2.4 Continuing Standards. Manager shall, in keeping with the authority granted to Manager herein, keep Owner informed regarding the Property and manage and operate the Property according to the terms of this Agreement. 2.5 LLC Agreement. In performing its duties hereunder, Manager shall adhere to the requirements of the LLC Agreement as to any items requiring the unanimous approval of Owner's Members or the approval of any Member(s) of Owner other than the Member that is Manager's Affiliate. ARTICLE III SPECIFIC DUTIES AND RIGHTS 3.1 Actions Authorized with Respect to Leases. (a) Manager shall perform or cause to be performed all duties of Owner under leases, license agreements, concession or other occupancy agreements currently in effect or hereafter approved by Owner (as the same may be amended from time to time with Owner's approval, referred to individually as a "Tenant Lease" and collectively as the "Tenant Leases") between Owner (and any Affiliate of or predecessor-in-interest to Owner), as landlord, and any tenant, licensee, concessionaire or other occupant, including, without limitation, a temporary tenant, a Christmas store tenant, a kiosk and/or a pushcart tenant (referred to individually as a "Tenant" and collectively as the "Tenants"), with respect to the Property. Without limiting the generality of the foregoing, Manager shall supervise the performance of all of those installations and improvements in and to any space leased to a Tenant and coordinate Tenant move-ins and move-outs. (b) Manager shall use its good faith efforts to collect all amounts payable by Tenants to or for the account of Owner, including, without limitation, fixed minimum rent ("Fixed Rent"), any rent payable to Owner by a Tenant which is based upon a percentage of the sales of such Tenant ("Percentage Rent"), and other escalations, reimbursements, settlements, awards, fees, adjustments and other amounts by or due from Tenants and any sums otherwise accruing to Owner from Tenants with respect to the Property on a timely basis (collectively, "Rent"). Owner hereby authorizes Manager to receive and collect all Rent on behalf of Owner. Manager shall serve notices of default upon Tenants and other parties who are in default in performing their obligations under any of the Tenant Leases or under any other Property Documents, and attempt to cause Tenants to cure such defaults. Owner hereby authorizes Manager, as appropriate, to request or demand (either orally or in writing and including, after Manager has used its best efforts to collect the same, through the use of a collection agency approved by Owner, at Owner's expense) that Tenants pay Rent. Manager shall pursue, on behalf of Owner, any and all of Owner's legal remedies against any Tenant upon Tenant's default of any of the terms or provisions of their Tenant Lease. 3.2 Legal Services. (a) Manager does not undertake to practice law and no provision hereof shall be construed as requiring Manager to provide legal services itself through its own or an Affiliate's staff attorneys, except with respect to the negotiation and preparation of documentation in connection with Tenant Leases. Manager may retain outside attorneys at Owner's expense, to provide legal representation to the extent necessary or advisable for the efficient and prudent operation and management of the Property. Said counseling 82

may include, without limitation, preparation and negotiation of Tenant Leases, advice on the interpretation of legal rights and duties of Owner with respect to the Property, the proper procedure for the enforcement of Tenant Lease terms and the protection of Owner's rights. (b) Manager has authority, (subject to applicable insurance policy requirements, third-party consents or other similar constraints) to commence a lawsuit in Owner's name for Owner's benefit with respect to any claim or matter. Manager and Owner each shall promptly advise the other of the service on it of any summons, notice to appear, subpoena or other legal process, including any notices, letters, or other communication asserting an actual or alleged liability of Owner or Manager in connection with the Property. 3.3 Leasing Services. (a) Subject to Section 2.5, Manager shall have the exclusive right to act as Owner's leasing agent in connection with the leasing of space in the Property on the terms and conditions hereinafter set forth. In negotiating each Tenant Lease, renewal, extension, relocation (subject to any applicable site plan limitations or restrictions), expansion, amendment, assignment and termination, Manager shall use its best efforts to obtain the best available terms for Owner to maximize for Owner the long-term net income from the Property.

may include, without limitation, preparation and negotiation of Tenant Leases, advice on the interpretation of legal rights and duties of Owner with respect to the Property, the proper procedure for the enforcement of Tenant Lease terms and the protection of Owner's rights. (b) Manager has authority, (subject to applicable insurance policy requirements, third-party consents or other similar constraints) to commence a lawsuit in Owner's name for Owner's benefit with respect to any claim or matter. Manager and Owner each shall promptly advise the other of the service on it of any summons, notice to appear, subpoena or other legal process, including any notices, letters, or other communication asserting an actual or alleged liability of Owner or Manager in connection with the Property. 3.3 Leasing Services. (a) Subject to Section 2.5, Manager shall have the exclusive right to act as Owner's leasing agent in connection with the leasing of space in the Property on the terms and conditions hereinafter set forth. In negotiating each Tenant Lease, renewal, extension, relocation (subject to any applicable site plan limitations or restrictions), expansion, amendment, assignment and termination, Manager shall use its best efforts to obtain the best available terms for Owner to maximize for Owner the long-term net income from the Property. (b) Manager, or outside attorneys under Manager's direction, shall prepare the first and all subsequent drafts of all required documentation for any lease transaction, including, without limitation, new Tenant Leases (with initial drafts of leases on non-Anchor Tenant space being on the form of lease attached hereto as Exhibit B (the "Standard Lease") (except in the case of national non-Anchor Tenants who may require their own form as the initial draft of the lease)), renewals, extensions, relocations, expansions, amendments, assignments and terminations through final execution. (c) The terms of each Tenant Lease, renewal, extension, relocation, expansion, amendment, assignment and termination to be executed after the date hereof shall be on the Standard Lease, except for changes to which Manager has agreed with the particular Tenant and except as provided in the immediately preceding clause (b). Each Tenant Lease, renewal, extension, relocation, expansion, amendment, assignment and termination may be executed by Owner or by Manager on behalf of Owner. (d) All prepaid Rents and security deposits shall be maintained by Manager in a separate bank account(s) in the name of Owner until the earlier to occur of (i) such time as they are properly applied against the obligation(s) covered or secured by such prepaid Rents or security deposits or (ii) such time as Owner is required to return such prepaid Rents and/or security deposits to such Tenants which paid or deposited the same. Without limiting Owner's other rights herein, all prepaid Rents and security deposits shall be the property of Owner, subject, however, to the rights therein of the Tenant which paid or deposited the same. (e) If any mortgage, partnership agreement, operating agreement or other Property Document shall require that any Tenant Lease be approved by the mortgagee or beneficiary or partner or member thereunder or by Owner, Owner's Members or any other Person, then Manager shall use its best efforts to obtain such approval strictly in accordance with the requirements of such agreement or 83

other Property Document and Section 2.5 hereof and no such lease shall be a Tenant Lease unless and until approved by such Person (except to the extent such requirements are waived or deemed to have been waived by the Person having the right to approve or enforce same under any such instrument). (f) Manager shall deliver or cause to be delivered to Owner a true copy of each Tenant Lease and each renewal, extension, relocation, expansion, amendment, assignment and termination thereof. (g) Manager, in its discretion but subject to Section 2.5 hereof, may engage or utilize the services of an outside broker or finder in connection with any Tenant Lease or with respect to the leasing of the Property; provided, however, Manager shall engage such broker or finder only after such broker or finder shall have entered into a satisfactory written agreement. Except as set forth below, Owner shall be responsible for the payment of the applicable commission, if any, pursuant to the terms of said agreement (with any leasing fee otherwise payable under Section 8.2 hereof with respect to any particular Tenant Lease being reduced by the amount of such

other Property Document and Section 2.5 hereof and no such lease shall be a Tenant Lease unless and until approved by such Person (except to the extent such requirements are waived or deemed to have been waived by the Person having the right to approve or enforce same under any such instrument). (f) Manager shall deliver or cause to be delivered to Owner a true copy of each Tenant Lease and each renewal, extension, relocation, expansion, amendment, assignment and termination thereof. (g) Manager, in its discretion but subject to Section 2.5 hereof, may engage or utilize the services of an outside broker or finder in connection with any Tenant Lease or with respect to the leasing of the Property; provided, however, Manager shall engage such broker or finder only after such broker or finder shall have entered into a satisfactory written agreement. Except as set forth below, Owner shall be responsible for the payment of the applicable commission, if any, pursuant to the terms of said agreement (with any leasing fee otherwise payable under Section 8.2 hereof with respect to any particular Tenant Lease being reduced by the amount of such commission). Notwithstanding the foregoing, Manager shall be responsible for the payment of the applicable commission to the outside broker or finder, if any, pursuant to the terms of said agreement if no leasing fee is payable with respect to such Tenant Lease under Section 8.2 hereof except for the payment of any commissions required to be paid to such outside brokers or finders that are engaged by the Tenant if the Manager determines that the Tenant will not enter into the Tenant Lease without the use of such outside broker or finder. In the event the Tenant shall require the use of such outside brokers or finders, the Owner shall be responsible for the payment of such commissions. 3.4 Services with Respect to Non-Tenant Anchors. The Owner has rights and obligations under each reciprocal easement and/or operating agreement and each other agreement existing between Owner and any of the department stores which own parcels of land and/or buildings or parts thereof on the Property or adjacent thereto (the "Non-Tenant Anchors") and Manager shall monitor the observance and performance of the provisions of such agreements by the parties thereto and shall enforce Owner's rights under said agreements, which enforcement shall include billing for and collecting from each of the Non-Tenant Anchors its share of the costs incurred in the operation and maintenance of the common areas of the Property, if any, in accordance with such agreements. If any of the Non-Tenant Anchors shall fail to pay or perform any of its material obligations as set forth in such agreements, Manager shall notify Owner of such event promptly after Manager becomes aware of such failure and Manager shall use its best efforts to enforce against such Non-Tenant Anchor all of Owner's rights and remedies under such agreements. 3.5 Extraordinary Services. Upon Owner's written request, Manager shall perform for additional compensation or engage an independent contractor to perform services or work other than such services or work as are required to be performed by Manager hereunder (collectively, "Extraordinary Services"). If Owner elects to cause Manager to perform such Extraordinary Services, Owner and Manager shall attempt in good faith to agree upon the amount and terms of such additional compensation. 84

3.6 Access to Property by Owner. Owner and its duly appointed agents and representatives shall have access to the Property at all times for the purpose of inspecting the same and for other legitimate purposes, provided that Owner shall not unreasonably interfere with Manager's performance of its duties under this Agreement. 3.7 Personnel. With respect to the Property, Manager shall cause to be hired, paid and supervised, as employees of Manager or, at Manager's election in accordance with Section 3.13, as independent contractors, all Persons which Manager reasonably deems necessary to maintain and operate the Property, including, but not limited to, the on-site property manager and such other on-site personnel. Owner shall have no obligation to supervise such Persons directly, and Manager shall be responsible for their activities and performance hereunder. Manager shall comply with all local, state and federal labor and tax laws and regulations, including, without limitation, worker's compensation, social security, unemployment insurance, hours of labor, wages, working conditions, and other employer-employee related subjects. Manager shall file all local, state and federal labor payroll tax reports and other similar reports, and shall timely make payments of all withholding and other payroll taxes with respect to such Persons. Manager shall fully comply with all collective bargaining agreements affecting such Persons. Compensation and benefits paid to employees of Manager who are "on-site" and where such costs are included in the then-current Operating Budget shall be reimbursed by Owner to Manager and Manager shall attempt to

3.6 Access to Property by Owner. Owner and its duly appointed agents and representatives shall have access to the Property at all times for the purpose of inspecting the same and for other legitimate purposes, provided that Owner shall not unreasonably interfere with Manager's performance of its duties under this Agreement. 3.7 Personnel. With respect to the Property, Manager shall cause to be hired, paid and supervised, as employees of Manager or, at Manager's election in accordance with Section 3.13, as independent contractors, all Persons which Manager reasonably deems necessary to maintain and operate the Property, including, but not limited to, the on-site property manager and such other on-site personnel. Owner shall have no obligation to supervise such Persons directly, and Manager shall be responsible for their activities and performance hereunder. Manager shall comply with all local, state and federal labor and tax laws and regulations, including, without limitation, worker's compensation, social security, unemployment insurance, hours of labor, wages, working conditions, and other employer-employee related subjects. Manager shall file all local, state and federal labor payroll tax reports and other similar reports, and shall timely make payments of all withholding and other payroll taxes with respect to such Persons. Manager shall fully comply with all collective bargaining agreements affecting such Persons. Compensation and benefits paid to employees of Manager who are "on-site" and where such costs are included in the then-current Operating Budget shall be reimbursed by Owner to Manager and Manager shall attempt to have such costs included as items that are reimbursed by Tenants or other occupants of the Project as part of common area maintenance. 3.8 On-Site Office. Owner shall provide Manager's on-site personnel with office space at the Property at no expense to Manager. Unless otherwise approved by Owner, such office shall be used only in connection with the operation, leasing and management of the Property and said office space may be utilized by Owner's members provided such members comply with reasonable requirements of Manager as to confidentiality and controlled access to Manager's computer systems and files and such use is for conference facilities or similar uses. 3.9 Cleaning and Repairs. Manager shall keep the Property in a clean and sightly condition and recommend and make, subject to the provisions of Section 3.5, all repairs and changes, arrange for all decorating, and purchase all supplies, necessary for the proper operation of the Property or the fulfillment of Owner's obligations under any Property Document or the compliance with all Governmental Requirements. 3.10 Insurance Losses. Manager shall promptly upon obtaining knowledge thereof notify Owner and Owner's applicable insurance carrier of any personal injury or property damage occurring to or claimed by any Tenant or third party against Owner on or with respect to the Property, of any fire or other casualty causing damage to the Property or of any other claims made against Owner with respect to the Property. Manager shall promptly forward to the carrier, with copies to Owner, any summons, subpoena, or other like legal document served upon Manager relating to actual or alleged potential liability of Owner, Manager, or Property, and in any event such notification shall be given within the time period required in any applicable insurance policy. In the case of any fire or other casualty causing material damage to the Property, Manager shall also upon obtaining knowledge thereof immediately give telephonic notice thereof to Owner's designated casualty insurance carrier so that an insurance adjuster can 85

view the damage before repairs are started and complete customary loss reports in connection with such fire or other damage to the Property. 3.11 Real Estate and Property Taxes. Manager shall monitor, review and keep Owner advised with respect to real estate and property tax assessments relating to the Property and, subject to the provisions of Section 3.5, assist Owner, when so requested, to try to reduce such assessments and taxes. Manager may engage outside property tax consultants and certiorari attorneys, for the benefit of and at the sole cost and expense of Owner to assist Manager in connection with such tax and assessment matters. 3.12 Public Representation. Manager shall represent the interest of Owner with respect to all public bodies, such as taxing, police, fire, state, county, township or other municipal or public authorities by notifying Owner of all matters of which Manager becomes aware which would have an adverse impact on the Property and by giving notice of any changes in Governmental Requirements of which Manager becomes aware and, at the direction of Owner, subject to the provisions of Sections 3.2, 3.5 and 3.11 and to other applicable provisions hereof, attend

view the damage before repairs are started and complete customary loss reports in connection with such fire or other damage to the Property. 3.11 Real Estate and Property Taxes. Manager shall monitor, review and keep Owner advised with respect to real estate and property tax assessments relating to the Property and, subject to the provisions of Section 3.5, assist Owner, when so requested, to try to reduce such assessments and taxes. Manager may engage outside property tax consultants and certiorari attorneys, for the benefit of and at the sole cost and expense of Owner to assist Manager in connection with such tax and assessment matters. 3.12 Public Representation. Manager shall represent the interest of Owner with respect to all public bodies, such as taxing, police, fire, state, county, township or other municipal or public authorities by notifying Owner of all matters of which Manager becomes aware which would have an adverse impact on the Property and by giving notice of any changes in Governmental Requirements of which Manager becomes aware and, at the direction of Owner, subject to the provisions of Sections 3.2, 3.5 and 3.11 and to other applicable provisions hereof, attend meetings and/or generally communicate with such governmental entities. 3.13 Engagement of Affiliates. Manager may engage an Affiliate of Manager to perform the services or work required to be performed hereunder by Manager including specifically the engagement of ERMC II, LP, a Tennessee limited partnership and its affiliates, for the provision of security and janitorial and maintenance services provided the fees and other compensation to be paid to ERMC II, LP and/or its affiliates are competitive in the market and within the approved Pro Forma or Operating Budget. ARTICLE IV OPERATION AND MAINTENANCE 4.1 Maintenance. Manager, except as otherwise provided in this Agreement, agrees to use its best efforts in the management, leasing, operation and maintenance of the Property. Maintenance shall include, but shall not be limited to, cleaning of areas used in common by Tenants, plumbing, janitorial, carpentry, decorating, roof, parking areas, HVAC and electrical and other mechanical systems. 4.2 Utilities, Services and Equipment. On behalf of Owner, Manager shall enter into or renew Service Contracts to provide the following services to the Property: electricity resale, gas, steam, landscaping, gardening, telephone, fuel, oil, maintenance, cleaning, painting, vermin extermination, refuse and snow removal and such other services as are required in order to maintain and operate the Property in accordance with the quality standards established by Owner for the operation and rental of the Property. Manager shall also purchase or lease for Owner all supplies and equipment which Manager shall deem necessary to maintain and operate the Property. All discounts obtained by Manager in connection with such purchase or lease of supplies and equipment shall be for the benefit of Owner. 4.3 Approval of Contracts and Other Agreements. Subject to Section 2.5 hereof, Manager may enter into Service Contracts or other similar agreements on 86

behalf of Owner without Owner's consent, provided that each such agreement is routinely required for the management, operation or maintenance of the Property and/or relates to the provision of utility, maintenance or other services to Tenants. Manager shall promptly provide Owner with a copy of each agreement entered into pursuant to this Section 4.3. 4.4 Compliance with Governmental Orders. Manager, at Owner's cost and expense, shall use its best efforts to cause the Property to be in compliance with any and all laws, ordinances, codes, rules, regulations and orders applicable to the Property promulgated by any federal, state, county or municipal authority having jurisdiction and the orders of the board of fire underwriters or other similar body having jurisdiction (collectively, "Governmental Requirements"). 4.5 Signs. Manager, at Owner's cost and expense, shall place and remove, or cause to be placed and removed, such signs on the Property as Manager in the exercise of its reasonable business judgment deems appropriate,

behalf of Owner without Owner's consent, provided that each such agreement is routinely required for the management, operation or maintenance of the Property and/or relates to the provision of utility, maintenance or other services to Tenants. Manager shall promptly provide Owner with a copy of each agreement entered into pursuant to this Section 4.3. 4.4 Compliance with Governmental Orders. Manager, at Owner's cost and expense, shall use its best efforts to cause the Property to be in compliance with any and all laws, ordinances, codes, rules, regulations and orders applicable to the Property promulgated by any federal, state, county or municipal authority having jurisdiction and the orders of the board of fire underwriters or other similar body having jurisdiction (collectively, "Governmental Requirements"). 4.5 Signs. Manager, at Owner's cost and expense, shall place and remove, or cause to be placed and removed, such signs on the Property as Manager in the exercise of its reasonable business judgment deems appropriate, subject to the terms of the Property Documents and Governmental Requirements. Notwithstanding the foregoing, upon Owner's request, Manager shall place or remove any signs which Owner requests be placed or removed from the Property. ARTICLE V REPRESENTATIONS 5.1 Owner's Representations. Owner hereby represents and warrants to Manager that the following are true as of the date hereof: (a) Owner has the power and authority to execute and deliver this Agreement and to perform its obligations arising under this Agreement. (b) To the best knowledge of Owner, this Agreement constitutes the legal, valid and binding obligation of Owner, enforceable in accordance with its terms, subject to bankruptcy, reorganization and other similar laws affecting the enforcement of creditors' rights generally and except as may be limited by general equitable principles. 5.2 Manager's Representations. Manager hereby represents and warrants to Owner that the following are true as of the date hereof: (a) Manager has the power and authority to execute and deliver this Agreement and to perform its obligations arising under this Agreement. (b) To the best knowledge of Manager, this Agreement constitutes the legal, valid and binding obligation of Manager, enforceable in accordance with its terms subject to bankruptcy, reorganization and other similar laws affecting the enforcement of creditors' rights generally and except as may be limited by general equitable principles. 87

ARTICLE VI DEPOSIT OF COLLECTIONS AND PAYMENT OF EXPENSES 6.1 Deposit of Collections. (a) Except as may be otherwise required by the terms and provisions of any loan agreement or loan document with Owner's lender(s), Owner shall maintain a separate bank account or accounts (collectively, the "Owner's Account") in an Approved Bank exclusively for the deposit by Manager of funds of Owner received by Manager in accordance with the terms of this Agreement and the payment of Owner's expenses and obligations described herein. Funds of Owner shall not be commingled with any funds of Manager. Except as expressly provided herein, all monies collected by Manager from the operation of the Property shall be deposited by Manager promptly in the Owner's Account. (b) Manager shall deposit in the Owner's Account all funds of Owner collected or otherwise received by Manager on behalf of Owner, including, without limitation, all Rent and other sums for operating, maintaining,

ARTICLE VI DEPOSIT OF COLLECTIONS AND PAYMENT OF EXPENSES 6.1 Deposit of Collections. (a) Except as may be otherwise required by the terms and provisions of any loan agreement or loan document with Owner's lender(s), Owner shall maintain a separate bank account or accounts (collectively, the "Owner's Account") in an Approved Bank exclusively for the deposit by Manager of funds of Owner received by Manager in accordance with the terms of this Agreement and the payment of Owner's expenses and obligations described herein. Funds of Owner shall not be commingled with any funds of Manager. Except as expressly provided herein, all monies collected by Manager from the operation of the Property shall be deposited by Manager promptly in the Owner's Account. (b) Manager shall deposit in the Owner's Account all funds of Owner collected or otherwise received by Manager on behalf of Owner, including, without limitation, all Rent and other sums for operating, maintaining, repairing and providing services to the Property which become due from Tenants, Non-Tenant Anchors or others pursuant to the Property Documents. Manager shall use the funds deposited in the Owner's Account to pay all expenses of the Property strictly in accordance with the terms of this Agreement. If Manager determines that there will not be sufficient funds in the Owner's Account to cover the anticipated expenses for the Property, Manager shall promptly notify Owner of the amount of such additional funds required and the purpose(s) for which such funds shall be required and Owner shall promptly deposit into the Owner's Account an amount sufficient to pay such anticipated expenses. Nothing herein shall require Manager to advance its own funds to pay expenses of Owner in connection with the Property. 6.2 Reimbursement for Expenses. If Manager shall incur any expense or advance its own funds voluntarily on Owner's behalf for the performance of any obligation or payment of any expense authorized herein, Owner shall, upon notice from Manager, promptly reimburse Manager therefor, without interest. Notwithstanding the foregoing, nothing herein shall be construed as requiring Manager at any time to advance its own funds or to make any expenditure not authorized hereunder, and Owner shall use its best efforts (based upon information furnished to it by Manager reasonably in advance of the need therefor) to maintain in the Owner's Account amounts sufficient to enable Manager to perform its duties hereunder. ARTICLE VII FINANCIAL RECORDS AND REPORTS 7.1 Inspection and Audit of Records. (a) Manager shall maintain at its principal place of business, segregated from any records not related to the Property, accurate, complete, and separate books and records for the operation of the Property. If not maintained on site at the Property, Manager shall make available a copy of such books and records at the Property for purposes of any of Owner's Member's right to examine, copy, inspect and audit such books and records as set forth herein. Such books and records shall be maintained for each Fiscal Year on an accrual or other basis approved by Owner in accordance with generally accepted accounting principles applied on a consistent basis from year to year. At reasonable times and upon reasonable advance notice to Manager and 88

at Owner's expense, Owner or Owner's Members and their accountants and authorized representatives, shall have the right to examine, copy and inspect said books and records but such rights shall be no more than twice during any Fiscal Year unless Manager is in default hereunder. Owner, Owner's Members and their authorized representatives, also shall have the right to conduct, at their expense, an audit of said books and records for any Fiscal Year at any time during normal business hours and upon reasonable advance notice to Manager but such rights shall be no more than once per Fiscal Year. (b) The books and records described in Section 7.1(a) shall belong to Owner and shall be maintained by Manager on behalf of Owner for ten (10) years. Upon the expiration of said ten (10) year period, Manager shall notify Owner of its intention to retain or destroy such books and records. Manager shall turn over such books and records to Owner unless, within thirty (30) Days after receipt of such notice, Owner notifies Manager of its election not to have such books and records be turned over to Owner (in which case Manager shall be entitled to

at Owner's expense, Owner or Owner's Members and their accountants and authorized representatives, shall have the right to examine, copy and inspect said books and records but such rights shall be no more than twice during any Fiscal Year unless Manager is in default hereunder. Owner, Owner's Members and their authorized representatives, also shall have the right to conduct, at their expense, an audit of said books and records for any Fiscal Year at any time during normal business hours and upon reasonable advance notice to Manager but such rights shall be no more than once per Fiscal Year. (b) The books and records described in Section 7.1(a) shall belong to Owner and shall be maintained by Manager on behalf of Owner for ten (10) years. Upon the expiration of said ten (10) year period, Manager shall notify Owner of its intention to retain or destroy such books and records. Manager shall turn over such books and records to Owner unless, within thirty (30) Days after receipt of such notice, Owner notifies Manager of its election not to have such books and records be turned over to Owner (in which case Manager shall be entitled to destroy such books and records). 7.2 Periodic Reports. Manager shall prepare and forward to Owner and Owner's Members the monthly reports related to the management and operation of the Property for the preceding calendar month on or before the fifteenth (15th) Day of each month. Manager shall prepare and forward to Owner such other reports and information as Owner reasonably requires which do not entail significant additional cost to Manager. All of the foregoing reports shall be unaudited. ARTICLE VIII COMPENSATION OF MANAGER 8.1 Management Fee. (a) With respect to the Property, unless Owner and Manager otherwise expressly agree to the contrary in writing, Manager shall be entitled to receive out of the Owner's Account, as compensation for the management services rendered by Manager pursuant to this Agreement, an amount equal to the sum of three percent (3%) of the Property Income generated by the Property on a monthly basis. (b) Such management fee shall be payable monthly in arrears and in cash and on or before the tenth (10th) calendar Day of each month during the Term hereof. (c) "Property Income"- subject to the exceptions noted below, shall mean (i) all revenue derived from the Property on a cash basis, including without limitation, (A) all minimum rents, (B) percentage rents, if any, (C) license fees paid by licensees and ninety-five percent of sponsorship income, (D) receipts from public telephones, storage lockers, vending machines, (E) stroller and other equipment rentals, (F) advertising revenues, (G) gift card or gift certificate sales revenues, and (H) interest on tenant security deposits unless such interest is required to be paid to such tenants; and (ii) payments by tenants for utilities, insurance, real estate taxes, common area maintenance and operating expenses but, with respect to such payments, only to the extent that there is a profit (i.e., an excess of such payments over the actual costs paid/recovered) generated therefrom to the Owner. Property Income shall not include proceeds from the Construction Loan and Permanent Financing/Refinancing; 89

proceeds from settlement of fire/casualty losses (except for such proceeds from loss of rents insurance), condemnation proceeds, sales of outparcels and other peripheral property, or items of a similar nature. 8.2 Leasing Fees With respect to the Property, unless Owner and Manager otherwise expressly agree to the contrary in writing, Manager shall be entitled to receive out of the Owner's Account, as compensation for the leasing services rendered by Manager pursuant to this Agreement, Manager shall receive the following: A. With respect to each tenant who executes a renewal lease after the expiration of its initial lease, including the expiration of any options to extend such lease, which renewal lease has a term of at least three (3) years, an amount equal to Two Dollars ($2.00) per square foot of said tenant's space, payable upon the date the such tenant is open and paying rent; B. With respect to the replacement of any tenant (other than an Anchor) with another tenant, an amount equal to

proceeds from settlement of fire/casualty losses (except for such proceeds from loss of rents insurance), condemnation proceeds, sales of outparcels and other peripheral property, or items of a similar nature. 8.2 Leasing Fees With respect to the Property, unless Owner and Manager otherwise expressly agree to the contrary in writing, Manager shall be entitled to receive out of the Owner's Account, as compensation for the leasing services rendered by Manager pursuant to this Agreement, Manager shall receive the following: A. With respect to each tenant who executes a renewal lease after the expiration of its initial lease, including the expiration of any options to extend such lease, which renewal lease has a term of at least three (3) years, an amount equal to Two Dollars ($2.00) per square foot of said tenant's space, payable upon the date the such tenant is open and paying rent; B. With respect to the replacement of any tenant (other than an Anchor) with another tenant, an amount equal to Four Dollars ($4.00) per square foot of said tenant's space, payable upon the date the such tenant is open and paying rent; C. With respect to the replacement of an Anchor with another Anchor or replacement tenant(s) and/or upon the addition of an Anchor to a phase of the Project after the grand opening of such phase, an amount equal to Two Dollars ($2.00) per square foot of said Anchor's or replacement tenant(s)' space in the Project, payable (i) for leases, upon the date the such Anchor or replacement tenant(s) is/are open and paying rent and (ii) for non-lease transactions where the Anchor owns its space, upon the date such Anchor is open; D. With respect to each temporary tenant in the Project who executes an occupancy agreement, as defined below, an amount equal to ten percent (10%) of the rent generated from said occupancy agreement, payable on full execution of the license agreement with such licensee. The term "occupancy agreement" shall mean a lease or license to occupy space in the Project that has a term of one year or less and the term "rent" shall mean only the minimum annual rent and percentage rent paid by the tenant. E. With respect to each sponsorship or co-branding transaction at or relating to the Project (other than such sponsorship(s) with the Coca Cola company or other soft-drink companies and their respective affiliates and/or affiliated or unaffiliated bottlers regarding the placement of vending machines in the common areas of the Project for which the Members agree no sponsorship fee shall be paid by the Company), an amount equal to five percent (5%) of the gross revenues generated by such sponsorship or co-branding transaction, payable on full execution of the sponsorship or co-branding agreement (as to the portion of such gross revenues paid upon such execution) and monthly as to gross revenues paid during the term of such sponsorship or co-branding agreement. Outparcel and Pad Sales/Lease Fees - for services of Manager in selling or ground leasing Outparcels and pads, a fee of five percent (5%) of the sales 90

price on a sale of an Outparcel or pad, payable on the closing of such sale, or five percent (5%) of the ground lease value on any ground lease of an Outparcel or pad, payable one-half (1/2) on the full execution of the ground lease and one-half (1/2) on the date the ground lessee is open and paying rent. The "ground lease value" shall be the sum of the annual rent to be paid over the greater of (i) ten years or (ii) term of the ground lease (but in no event more than twenty years). ARTICLE IX INSURANCE 9.1 Insurance Requirements. (a) Manager shall cooperate with and assist the Managing Member of Owner in obtaining insurance for the Property but Owner shall obtain such insurance. Such insurance shall include fire and extended coverage, comprehensive liability and rental insurance, workers' compensation insurance as required by law and employee fidelity insurance, all at Owner's expense. Such insurance policies shall name Owner as an additional insured or loss payee, as the case may be. (b) Each such policy shall contain an endorsement requiring not less than thirty (30) Days' written notice from the

price on a sale of an Outparcel or pad, payable on the closing of such sale, or five percent (5%) of the ground lease value on any ground lease of an Outparcel or pad, payable one-half (1/2) on the full execution of the ground lease and one-half (1/2) on the date the ground lessee is open and paying rent. The "ground lease value" shall be the sum of the annual rent to be paid over the greater of (i) ten years or (ii) term of the ground lease (but in no event more than twenty years). ARTICLE IX INSURANCE 9.1 Insurance Requirements. (a) Manager shall cooperate with and assist the Managing Member of Owner in obtaining insurance for the Property but Owner shall obtain such insurance. Such insurance shall include fire and extended coverage, comprehensive liability and rental insurance, workers' compensation insurance as required by law and employee fidelity insurance, all at Owner's expense. Such insurance policies shall name Owner as an additional insured or loss payee, as the case may be. (b) Each such policy shall contain an endorsement requiring not less than thirty (30) Days' written notice from the insurance company to Manager and Owner before cancellation or change in the coverage, scope or amount of any such policy. Within thirty (30) Days after the date hereof, and within ten (10) business Days after the date of the issuance of any renewal, replacement or additional insurance policies, Manager shall provide Owner with certificates of insurance evidencing the types and amounts of coverage in force and the names of all insureds under each policy and any additional information in connection with said insurance as Owner may reasonably request. Manager shall promptly investigate and, to the extent the amount in issue is or may be in excess of Twenty-Five Thousand Dollars ($25,000), deliver a written report to Owner concerning all accidents or claims for damage relating to the ownership, operation or maintenance of the Property, including any occurrences of personal injury or property damage at the Property, shall obtain estimates for the cost of any repairs necessary, and shall cooperate with and deliver reports to all insurers in connection with such accidents and claims. Owner and Manager hereby agree that, except to the extent otherwise specifically provided herein, the insurance required hereunder may be provided in the form of general coverage floater, master or blanket policies covering the Property. ARTICLE X TERM, RENEWALS AND CANCELLATION 10.1 Effective Date. This Agreement shall become effective on the date hereof. 10.2 Term. This Agreement shall have an initial term ending on the earlier of (i) the date that no Affiliate of Manager owns an interest in Owner; (ii) the date that CBL is no longer Managing Member of Owner; (iii) upon any material breach of this Agreement by Manager, if such breach is not cured, as to monetary breaches, within thirty (30) Days, and, as to any other breaches, within sixty (60) Days, of Manager's receipt of written notice of such breach from Owner or any Member of Owner; or (iv) December 31, 2054. Manager and Owner may terminate this Agreement at any time on mutual agreement in writing. Manager agrees that, 91

at Owner's request or the request of any Member of Owner following a termination of this Agreement, Manager shall remain in the position of Manager under the terms of this Agreement for a period not to exceed ninety (90) Days following such termination in order to facilitate a transition of the management duties to a new manager. During such period, the terms of this Agreement shall continue to apply to Owner and to Manager and Manager shall continue to be entitled to the compensation provided hereunder for such period. On any termination of this Agreement, Manager and Manager's Affiliates (including but not limited to ERMC II, LP, a Tennessee limited partnership and its Affiliates) shall be removed from any notes, bonds, surety bonds or obligations or similar items and if removal is not possible or practical, the Owner shall indemnify Manager and/or its Affiliates if they remain subject to such notes, bonds, surety obligations or similar items. ARTICLE XI INDEMNIFICATION

at Owner's request or the request of any Member of Owner following a termination of this Agreement, Manager shall remain in the position of Manager under the terms of this Agreement for a period not to exceed ninety (90) Days following such termination in order to facilitate a transition of the management duties to a new manager. During such period, the terms of this Agreement shall continue to apply to Owner and to Manager and Manager shall continue to be entitled to the compensation provided hereunder for such period. On any termination of this Agreement, Manager and Manager's Affiliates (including but not limited to ERMC II, LP, a Tennessee limited partnership and its Affiliates) shall be removed from any notes, bonds, surety bonds or obligations or similar items and if removal is not possible or practical, the Owner shall indemnify Manager and/or its Affiliates if they remain subject to such notes, bonds, surety obligations or similar items. ARTICLE XI INDEMNIFICATION 11.1 Indemnification by Owner. Owner shall indemnify, defend and hold Manager and its officers, employees, agents, shareholders, members, partners and directors harmless from all obligations, losses, damages (other than special damages, including, without limitation, diminution of value of the Property, and punitive damages), liabilities, expenses and costs, including reasonable attorneys fees and disbursements (collectively, "Losses"), attributable to claims made against the Manager by third parties during the term of this Agreement on account of or in connection with Manager's position as Manager or Manager's good faith performance of its obligations under this Agreement in accordance with the terms hereof or Manager's good faith performance of any duties undertaken at the express direction of Owner in connection with the Property or in connection with this Agreement. 11.2 Indemnification by Manager. Manager shall indemnify, defend and hold Owner and its officers, employees, agents, shareholders, members, partners and directors harmless from all Losses attributable to claims made against Owner by third parties during the term of this Agreement on account of or in connection with Manager's gross negligence or willful misconduct in the performance or non-performance of Manager's obligations under this Agreement, except to the extent that such Losses relate to any action undertaken or omitted to be taken at the express direction of Owner in connection with the Property or in connection with this Agreement. 11.3 Survival. The foregoing indemnities shall survive any expiration or termination of this Agreement as to any such Claims arising out of any event occurring prior to the expiration or termination of this Agreement. ARTICLE XII GENERAL PROVISIONS 12.1 Assignability. (a) Owner may not sell, assign, delegate, transfer, convey, or encumber (each, a "Transfer") all or a portion of its rights or duties under this Agreement without Manager's prior consent. 92

(b) Except for a Transfer to an entity (i) more than fifty percent (50%) of the outstanding stock of which or (ii) more than fifty percent (50%) of the beneficial interests in which is owned and controlled by or under common control with Manager, Manager shall not Transfer its rights or duties under this Agreement with respect to the Property or permit same to occur by operation of law without the prior written consent of Owner. 12.2 Successors and Assigns. The terms, covenants, agreements, representations and warranties contained herein shall inure to the benefit of the respective permitted successors and assigns of the parties hereto and their constituent entities and shall be binding upon all successors and assigns of the parties hereto. 12.3 Entire Agreement; Construction. This Agreement, together with the Exhibits attached hereto, constitutes the entire agreement between Owner and Manager relating to the Property and, except to the extent otherwise expressly provided herein, supersedes all previous contracts, agreements and understandings of the parties, either oral or written, relating to the Property. This Agreement shall be construed and interpreted without the aid of any canon, custom or rule of law requiring construction against the party causing this Agreement to be drafted. In addition, all parties hereto acknowledge that their respective counsel have participated in the preparation of this Agreement and that, therefore, in the event of any ambiguity in, or controversy with respect to the meaning of,

(b) Except for a Transfer to an entity (i) more than fifty percent (50%) of the outstanding stock of which or (ii) more than fifty percent (50%) of the beneficial interests in which is owned and controlled by or under common control with Manager, Manager shall not Transfer its rights or duties under this Agreement with respect to the Property or permit same to occur by operation of law without the prior written consent of Owner. 12.2 Successors and Assigns. The terms, covenants, agreements, representations and warranties contained herein shall inure to the benefit of the respective permitted successors and assigns of the parties hereto and their constituent entities and shall be binding upon all successors and assigns of the parties hereto. 12.3 Entire Agreement; Construction. This Agreement, together with the Exhibits attached hereto, constitutes the entire agreement between Owner and Manager relating to the Property and, except to the extent otherwise expressly provided herein, supersedes all previous contracts, agreements and understandings of the parties, either oral or written, relating to the Property. This Agreement shall be construed and interpreted without the aid of any canon, custom or rule of law requiring construction against the party causing this Agreement to be drafted. In addition, all parties hereto acknowledge that their respective counsel have participated in the preparation of this Agreement and that, therefore, in the event of any ambiguity in, or controversy with respect to the meaning of, any term or provision contained in this Agreement, no presumption shall exist against any party's interpretation of this Agreement solely by reason of such party's or its counsel's participation in the preparation of this Agreement. No implications or inferences shall be drawn from the deletion from the terms and provisions of this Agreement of any of the terms or provisions contained in any unexecuted drafts of this Agreement. 12.4 Governing Jurisdiction. This Agreement shall be governed by and construed under the laws of the State wherein the Property is located. 12.5 Attorneys' Fees. In the event of any controversy, claim or dispute between the parties hereto, arising out of or relating to the interpretation, enforcement or breach of this Agreement, the prevailing party shall be entitled to recover from the losing party its reasonable expenses, attorneys' fees and costs incurred in connection with said controversy, claim or dispute, which costs, expenses and attorneys' fees shall be included in and made a part of any final judgment, after exhaustion of any appeals taken, rendered in such litigation. 12.6 Notices. All notices, elections, offers, acceptances, demands, consents, approvals, communications and reports (each, a "Notice") provided for in this Agreement or given in connection with this Agreement shall be in writing and shall be given to Owner or Manager at the addresses set forth below or at such other addresses as Owner or Manager may hereafter specify in writing given in accordance with this Section 12.6 not less than five (5) business Days prior to the giving of any notice under this Agreement: 93

(a) Owner: JG Gulf Coast Town Center LLC 2030 Hamilton Place Boulevard Suite 500, CBL Center Chattanooga, Tennessee 37421 Attention: Charles B. Lebovitz (423) 490-8662 (telefax) with a copy to: JG Gulf Coast Member LLC c/o The Richard E. Jacobs Group, Inc. 25425 Center Ridge Road Cleveland, Ohio 44145-4122 Attention: General Counsel (440) 808-6903 (telefax) and also to: Jeffery V. Curry, Esq.

Shumacker Witt Gaither & Whitaker, P.C. 2030 Hamilton Place Blvd. Suite 210, CBL Center

(a) Owner: JG Gulf Coast Town Center LLC 2030 Hamilton Place Boulevard Suite 500, CBL Center Chattanooga, Tennessee 37421 Attention: Charles B. Lebovitz (423) 490-8662 (telefax) with a copy to: JG Gulf Coast Member LLC c/o The Richard E. Jacobs Group, Inc. 25425 Center Ridge Road Cleveland, Ohio 44145-4122 Attention: General Counsel (440) 808-6903 (telefax) and also to: Jeffery V. Curry, Esq.

Shumacker Witt Gaither & Whitaker, P.C. 2030 Hamilton Place Blvd. Suite 210, CBL Center Chattanooga, Tennessee 37421 (423) 899-1278 (telefax) (b) Manager: CBL & Associates Management, Inc. 2030 Hamilton Place Boulevard Suite 500, CBL Center Chattanooga, Tennessee 37421 Attention: Senior Vice President - Mall Management (423) 490-8663 (telefax) with a copy to: Jeffery V. Curry, Esq.

Shumacker Witt Gaither & Whitaker, P.C. 2030 Hamilton Place Blvd. Suite 210, CBL Center Chattanooga, Tennessee 37421 (423) 899-1278 (telefax) 94

and also to: JG Gulf Coast Member LLC c/o The Richard E. Jacobs Group, Inc. 25425 Center Ridge Road Cleveland, Ohio 44145-4122 Attention: General Counsel (440) 808-6903 (telefax) Notices shall be personally delivered, sent by a nationally recognized overnight courier delivery service or mailed by United States registered or certified mail, return receipt requested, postage or delivery fee prepaid, deposited in a United States post office or a depository for the receipt of mail regularly maintained by the post office. If personally delivered then Notices shall be effective when received as evidenced by affidavit of the Person making such delivery, if sent by overnight courier delivery service then Notices shall be deemed to have been received by the addressee on the next business Day following the date so sent, and if mailed, then Notices or other communication shall be deemed to have been received by the addressee on the date received as evidenced by the return receipt. The inability to make delivery because of changed address of which no notice was given or by

and also to: JG Gulf Coast Member LLC c/o The Richard E. Jacobs Group, Inc. 25425 Center Ridge Road Cleveland, Ohio 44145-4122 Attention: General Counsel (440) 808-6903 (telefax) Notices shall be personally delivered, sent by a nationally recognized overnight courier delivery service or mailed by United States registered or certified mail, return receipt requested, postage or delivery fee prepaid, deposited in a United States post office or a depository for the receipt of mail regularly maintained by the post office. If personally delivered then Notices shall be effective when received as evidenced by affidavit of the Person making such delivery, if sent by overnight courier delivery service then Notices shall be deemed to have been received by the addressee on the next business Day following the date so sent, and if mailed, then Notices or other communication shall be deemed to have been received by the addressee on the date received as evidenced by the return receipt. The inability to make delivery because of changed address of which no notice was given or by reason of rejection or refusal to accept delivery of any Notice shall be deemed to be receipt of the Notice as of the date of such inability to deliver or rejection or refusal to accept. 12.7 No Waiver. The failure of Owner or Manager to seek redress for violation, or to insist upon the strict performance of any covenant, agreement, provision or condition of this Agreement shall not constitute a waiver thereof, and Owner and Manager shall have all remedies provided herein and by applicable law with respect to the same or any subsequent act which would have originally constituted a violation. Except for the deemed approvals expressly provided herein, no waiver of any provision hereof shall be binding unless in writing and signed by the party waiving such provision. 12.8 Approvals. Whenever an approval, concurrence or agreement is sought from either party pursuant to the terms of this Agreement, the requesting party shall transmit in writing to the other party its request for approval, concurrence or agreement, and shall attach to each such transmittal the information, documentation and relevant facts necessary or appropriate to permit consideration of the matter for which approval, concurrence or agreement is sought. 12.9 Further Assurances. Each party shall, at any time and from time to time, execute, acknowledge where appropriate and deliver such further instruments and documents and take such other action as may be reasonably requested by a party hereto in order to carry out the intent and purpose of this Agreement, in each case, unless otherwise provided herein, at the requesting party's expense, and provide that no party shall be required to incur any unreimbursed expense or incur any liability or obligation not contemplated hereby or which would otherwise materially adversely affect its rights hereunder. 12.10 Rights Cumulative. Except as otherwise expressly provided herein, no remedy conferred upon a party in this Agreement is intended to be exclusive of 95

any other remedy provided or permitted herein or by law or in equity, but each shall be cumulative and shall be in addition to every other remedy provided herein or now or hereafter existing at law or in equity. 12.11 No Third-Party Beneficiary. This Agreement is intended for the exclusive benefit of the parties hereto and, except as otherwise expressly provided herein, shall not be for the benefit of, and shall not create any rights in, claims by or be enforceable by, any other Person including, but not limited to, any Tenant, any invitee or any Person who may come upon the Property or who may be injured or damaged as the result of any condition, event or set of circumstances existing on the Property or emanating from the Property. 12.12 No Oral Modification. This Agreement may not be modified, supplemented or terminated, nor may any of the obligations of the parties hereunder be waived, except by an instrument executed by the parties hereto. 12.13 Headings. The table of contents and the headings and captions of the various articles and sections of this Agreement have been inserted only for purposes of convenience, are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.

any other remedy provided or permitted herein or by law or in equity, but each shall be cumulative and shall be in addition to every other remedy provided herein or now or hereafter existing at law or in equity. 12.11 No Third-Party Beneficiary. This Agreement is intended for the exclusive benefit of the parties hereto and, except as otherwise expressly provided herein, shall not be for the benefit of, and shall not create any rights in, claims by or be enforceable by, any other Person including, but not limited to, any Tenant, any invitee or any Person who may come upon the Property or who may be injured or damaged as the result of any condition, event or set of circumstances existing on the Property or emanating from the Property. 12.12 No Oral Modification. This Agreement may not be modified, supplemented or terminated, nor may any of the obligations of the parties hereunder be waived, except by an instrument executed by the parties hereto. 12.13 Headings. The table of contents and the headings and captions of the various articles and sections of this Agreement have been inserted only for purposes of convenience, are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement. 12.14 Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original, but all of which taken together shall constitute but one and the same original. 12.15 References. Whenever the terms "this Agreement," "hereof," "herein," "hereto," "hereunder" or "hereby" are used, such terms shall include, and shall be deemed to include, this Agreement and all of the Exhibits hereto. All personal pronouns used in this Agreement, whether in the masculine, feminine or neuter gender, shall be deemed to include, and to refer also to, all other genders; all references in the singular shall be deemed to include, and to refer also to, the plural, and vice versa. The use of the term "including" shall be deemed to mean "including, without limitation," whether or not expressly so stated. [Signatures follow on next page] 96

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. OWNER: JG GULF COAST TOWN CENTER LLC By: CBL/Gulf Coast, LLC its Managing Member By: CBL & Associates Limited Partnership, its sole member and chief manager By: CBL Holdings I, Inc., its sole general partner
By: /s/ John N. Foy _______________________________ John N. Foy Vice Chairman and Chief Financial Officer

MANAGER: CBL & ASSOCIATES MANAGEMENT, INC.
By: /s/ John N. Foy _______________________________

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. OWNER: JG GULF COAST TOWN CENTER LLC By: CBL/Gulf Coast, LLC its Managing Member By: CBL & Associates Limited Partnership, its sole member and chief manager By: CBL Holdings I, Inc., its sole general partner
By: /s/ John N. Foy _______________________________ John N. Foy Vice Chairman and Chief Financial Officer

MANAGER: CBL & ASSOCIATES MANAGEMENT, INC.
By: /s/ John N. Foy _______________________________ John N. Foy Vice Chairman and Chief Financial Officer

97

Exhibit A The Property Those certain tracts or parcels of land to be known as "Gulf Coast Town Center" located in Lee County, Florida. 98

Exhibit B Form of Non-Anchor Lease 99

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT H PHASE ONE DEVELOPMENT SCHEDULE 100

Exhibit A The Property Those certain tracts or parcels of land to be known as "Gulf Coast Town Center" located in Lee County, Florida. 98

Exhibit B Form of Non-Anchor Lease 99

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT H PHASE ONE DEVELOPMENT SCHEDULE 100

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT I Tax Matters This Exhibit is attached to and is a part of the Operating Agreement (the "Agreement") of the Company. The provisions of this Exhibit are intended to comply with the requirements of Treas. Reg. 1.704-1(b)(2) and Treas. Reg. 1.704-2 with respect to partnership allocations and maintenance of capital accounts, and shall be interpreted and applied accordingly. ARTICLE I Definitions 1.01. Definitions. For purposes of this Exhibit, the capitalized terms listed below shall have the meanings indicated. - "Account Reduction Item" means any reasonably expected adjustment, allocation, or distribution described in Treas. Reg. 1.704-1(b)(2)(ii)(d)(4), (5), or (6), other than a Nonrecourse Distribution. - "Adjusted Fair Market Value" of an item of Company property means the greater of (i) the fair market value of such property or (ii) the amount of any nonrecourse indebtedness to which such property is subject within the meaning of Section 7701(g) of the Code. - "Applicable Federal Rate" means the applicable Federal rate within the meaning of Section 1274(d) of the Code. - "Capital Account" means the capital account of a Member maintained in accordance with ARTICLE II of this

Exhibit B Form of Non-Anchor Lease 99

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT H PHASE ONE DEVELOPMENT SCHEDULE 100

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT I Tax Matters This Exhibit is attached to and is a part of the Operating Agreement (the "Agreement") of the Company. The provisions of this Exhibit are intended to comply with the requirements of Treas. Reg. 1.704-1(b)(2) and Treas. Reg. 1.704-2 with respect to partnership allocations and maintenance of capital accounts, and shall be interpreted and applied accordingly. ARTICLE I Definitions 1.01. Definitions. For purposes of this Exhibit, the capitalized terms listed below shall have the meanings indicated. - "Account Reduction Item" means any reasonably expected adjustment, allocation, or distribution described in Treas. Reg. 1.704-1(b)(2)(ii)(d)(4), (5), or (6), other than a Nonrecourse Distribution. - "Adjusted Fair Market Value" of an item of Company property means the greater of (i) the fair market value of such property or (ii) the amount of any nonrecourse indebtedness to which such property is subject within the meaning of Section 7701(g) of the Code. - "Applicable Federal Rate" means the applicable Federal rate within the meaning of Section 1274(d) of the Code. - "Capital Account" means the capital account of a Member maintained in accordance with ARTICLE II of this Exhibit to the Agreement. - "Code" means the Internal Revenue Code of 1986, as amended. References to specific sections of the Code shall be deemed to include references to corresponding provisions of succeeding Internal Revenue law. - "Company Minimum Gain" means partnership minimum gain determined pursuant to Treas. Reg. 1.704-2(d). - "Excess Deficit Balance" means the amount, if any, by which the balance in a Member's Capital Account as of the end of the relevant taxable year is more negative than the amount, if any, of such negative balance that such

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT H PHASE ONE DEVELOPMENT SCHEDULE 100

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT I Tax Matters This Exhibit is attached to and is a part of the Operating Agreement (the "Agreement") of the Company. The provisions of this Exhibit are intended to comply with the requirements of Treas. Reg. 1.704-1(b)(2) and Treas. Reg. 1.704-2 with respect to partnership allocations and maintenance of capital accounts, and shall be interpreted and applied accordingly. ARTICLE I Definitions 1.01. Definitions. For purposes of this Exhibit, the capitalized terms listed below shall have the meanings indicated. - "Account Reduction Item" means any reasonably expected adjustment, allocation, or distribution described in Treas. Reg. 1.704-1(b)(2)(ii)(d)(4), (5), or (6), other than a Nonrecourse Distribution. - "Adjusted Fair Market Value" of an item of Company property means the greater of (i) the fair market value of such property or (ii) the amount of any nonrecourse indebtedness to which such property is subject within the meaning of Section 7701(g) of the Code. - "Applicable Federal Rate" means the applicable Federal rate within the meaning of Section 1274(d) of the Code. - "Capital Account" means the capital account of a Member maintained in accordance with ARTICLE II of this Exhibit to the Agreement. - "Code" means the Internal Revenue Code of 1986, as amended. References to specific sections of the Code shall be deemed to include references to corresponding provisions of succeeding Internal Revenue law. - "Company Minimum Gain" means partnership minimum gain determined pursuant to Treas. Reg. 1.704-2(d). - "Excess Deficit Balance" means the amount, if any, by which the balance in a Member's Capital Account as of the end of the relevant taxable year is more negative than the amount, if any, of such negative balance that such Member is obligated to restore to the Company or is treated as obligated to restore to the Company pursuant to Treas. Reg. 1.704-1(b)(2)(ii)(c) , Treas. Reg. 1.704-1(b)(2)(ii)(h), Treas. Reg. 1.704-2(g)(1), or Treas. Reg. 1.704-2(i)(5). Solely for purposes of computing a Member's Excess Deficit Balance, such 1 101

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC, dated as of the date first above written. EXHIBIT I Tax Matters This Exhibit is attached to and is a part of the Operating Agreement (the "Agreement") of the Company. The provisions of this Exhibit are intended to comply with the requirements of Treas. Reg. 1.704-1(b)(2) and Treas. Reg. 1.704-2 with respect to partnership allocations and maintenance of capital accounts, and shall be interpreted and applied accordingly. ARTICLE I Definitions 1.01. Definitions. For purposes of this Exhibit, the capitalized terms listed below shall have the meanings indicated. - "Account Reduction Item" means any reasonably expected adjustment, allocation, or distribution described in Treas. Reg. 1.704-1(b)(2)(ii)(d)(4), (5), or (6), other than a Nonrecourse Distribution. - "Adjusted Fair Market Value" of an item of Company property means the greater of (i) the fair market value of such property or (ii) the amount of any nonrecourse indebtedness to which such property is subject within the meaning of Section 7701(g) of the Code. - "Applicable Federal Rate" means the applicable Federal rate within the meaning of Section 1274(d) of the Code. - "Capital Account" means the capital account of a Member maintained in accordance with ARTICLE II of this Exhibit to the Agreement. - "Code" means the Internal Revenue Code of 1986, as amended. References to specific sections of the Code shall be deemed to include references to corresponding provisions of succeeding Internal Revenue law. - "Company Minimum Gain" means partnership minimum gain determined pursuant to Treas. Reg. 1.704-2(d). - "Excess Deficit Balance" means the amount, if any, by which the balance in a Member's Capital Account as of the end of the relevant taxable year is more negative than the amount, if any, of such negative balance that such Member is obligated to restore to the Company or is treated as obligated to restore to the Company pursuant to Treas. Reg. 1.704-1(b)(2)(ii)(c) , Treas. Reg. 1.704-1(b)(2)(ii)(h), Treas. Reg. 1.704-2(g)(1), or Treas. Reg. 1.704-2(i)(5). Solely for purposes of computing a Member's Excess Deficit Balance, such 1 101

Member's Capital Account shall be reduced by the amount of any Account Reduction Items that are reasonably expected as of the end of such taxable year. - "Excess Nonrecourse Liabilities" means the excess of (i) the Company's aggregate Nonrecourse Liabilities over (ii) the aggregate amount of such Nonrecourse Liabilities allocable to the Members pursuant to Treas. Reg. 1.752-3(a)(1) (relating to the Members' shares of Company Minimum Gain) and Treas. Reg. 1.752-3(a)(2) (relating to allocations of taxable gain under Section 4.02 of this Exhibit).

Member's Capital Account shall be reduced by the amount of any Account Reduction Items that are reasonably expected as of the end of such taxable year. - "Excess Nonrecourse Liabilities" means the excess of (i) the Company's aggregate Nonrecourse Liabilities over (ii) the aggregate amount of such Nonrecourse Liabilities allocable to the Members pursuant to Treas. Reg. 1.752-3(a)(1) (relating to the Members' shares of Company Minimum Gain) and Treas. Reg. 1.752-3(a)(2) (relating to allocations of taxable gain under Section 4.02 of this Exhibit). - "Investment Credit" means the investment credit determined under Section 46(a) of the Code. - "Member" has the meaning set forth in the Agreement. - "Minimum Gain" means, collectively, Company Minimum Gain and Member Nonrecourse Debt Minimum Gain. - "Nonrecourse Distribution" means a distribution to a Member that is allocable to a net increase in Company Minimum Gain pursuant to Treas. Reg. 1.704-2(h) or to a net increase in such Member's share of Member Nonrecourse Debt Minimum Gain pursuant to Treas. Reg. 1.704-2(i)(5) and (6). - "Nonrecourse Liability" means any Company liability (or portion thereof) which is a nonrecourse liability within the meaning of Treas. Reg. 1.704-2(b)(3). - "Nontradable Note" means a promissory note that is not readily tradable on an established securities market. - "Partner Nonrecourse Debt" means any nonrecourse debt of the Member within the meaning of Treas. Reg. 1.704-2(b)(4). - "Partner Nonrecourse Deduction" means any item of Book loss or deduction that is attributable to a Partner Nonrecourse Debt pursuant to Treas. Reg. 1.704-2(i)(1) and 1.704-2(i)(2). - "Partner Nonrecourse Debt Minimum Gain" means minimum gain attributable to Partner Nonrecourse Debt pursuant to Treas. Reg. 1.704-2(i). - "Recourse Debt" means any recourse liability of the Company within the meaning of Treas. Reg. 1.752-1(a)(1). - "Revaluation Event" means (i) a liquidation of the Company (within the meaning of Treas. Reg. 1.704-1(b)(2)(ii) (g), (ii) a contribution of more than a de minimis amount of money or other property to the Company by a new or existing Member, or (iii) a distribution of more than a de minimis amount of money or other property to a retiring or continuing Member, in each case as consideration for an interest in the Company. 2 102

- "Treasury Regulation" or "Treas. Reg." means the temporary or final regulation(s) promulgated pursuant to the Code by U.S. Department of the Treasury, as amended, and any successor regulation(s). ARTICLE II CAPITAL ACCOUNTS 2.01. Maintenance. A single Capital Account shall be maintained for each Member in the manner set forth in this Article II. 2.02. Net Profits and Net Losses. (a) The Net Profits and Net Losses of the Company for purposes of determining allocations to the Capital Accounts of the Members shall be determined in the same manner as set forth in the definition of "Net Profits"

- "Treasury Regulation" or "Treas. Reg." means the temporary or final regulation(s) promulgated pursuant to the Code by U.S. Department of the Treasury, as amended, and any successor regulation(s). ARTICLE II CAPITAL ACCOUNTS 2.01. Maintenance. A single Capital Account shall be maintained for each Member in the manner set forth in this Article II. 2.02. Net Profits and Net Losses. (a) The Net Profits and Net Losses of the Company for purposes of determining allocations to the Capital Accounts of the Members shall be determined in the same manner as set forth in the definition of "Net Profits" and "Net Losses" in Section 1.01 of the Agreement. (b) For purposes of Section 2.02(a), in the event that the book value of any item of Company property differs from its tax adjusted basis, the amount of book depreciation, depletion, or amortization for a period with respect to such property shall be computed so as to bear the same relationship to the book value of such property as the depreciation, depletion, or amortization computed for tax purposes with respect to such property for such period bears to the adjusted tax basis of such property. If the adjusted tax basis of such property is zero, the depreciation, depletion, or amortization with respect to such property shall be computed by using any reasonable method selected by the Company. 2.03. Positive Adjustments. Each Member's Capital Account shall from time to time be increased by: (a) the amount of money contributed by such Member to the Company (including the amount of any Company liabilities which the Member assumes (within the meaning of Treas. Reg. 1.704-1(b)(2)(iv)(c)) but excluding liabilities assumed in connection with the distribution of Company property and excluding increases in such Member's share of Company liabilities pursuant to Section 752 of the Code); (b) except as otherwise provided by Section 2.07 of this Exhibit, the fair market value of property contributed by such Member to the Company (net of any liabilities secured by such property that the Company is considered to assume or take subject to under Section 752 of the Code); (c) allocations to such Member of Company Net Profits (or items thereof); (d) upon the occurrence of a Revaluation Event, the Net Profits (or items thereof), if any, that would have been allocated to each Member if all Company property had been sold at its Adjusted Fair Market Value immediately prior to the Revaluation Event, but only to the extent not already reflected in Capital Accounts; and 3 103

(e) upon the distribution of Company property to a Member under circumstances not constituting a Revaluation Event, the Net Profits (or items thereof), if any, that would have been allocated to such Member if such Company property had been sold at its Adjusted Fair Market Value immediately prior to the distribution, but only to the extent not already reflected in Capital Accounts. 2.04. Negative Adjustments. Each Member's Capital Account shall from time to time be reduced by: (a) the amount of money distributed to such Member by the Company (including the amount of such Member's individual liabilities for which the Company becomes personally and primarily liable but excluding liabilities assumed in connection with the contribution of property to the Company and excluding decreases in such Member's share of Company liabilities pursuant to

(e) upon the distribution of Company property to a Member under circumstances not constituting a Revaluation Event, the Net Profits (or items thereof), if any, that would have been allocated to such Member if such Company property had been sold at its Adjusted Fair Market Value immediately prior to the distribution, but only to the extent not already reflected in Capital Accounts. 2.04. Negative Adjustments. Each Member's Capital Account shall from time to time be reduced by: (a) the amount of money distributed to such Member by the Company (including the amount of such Member's individual liabilities for which the Company becomes personally and primarily liable but excluding liabilities assumed in connection with the contribution of property to the Company and excluding decreases in such Member's share of Company liabilities pursuant to Section 752 of the Code); (b) except as otherwise provided by Section 2.07 of this Exhibit, the fair market value of property distributed to such Member by the Company (net of any liabilities secured by such property that such Member is considered to assume or take subject to under Section 752 of the Code); (c) allocations to such Member of non-deductible expenditures of the Company that are described in Section 705(a)(2)(B) of the Code, and of organization and syndication expenditures and disallowed losses to the extent that such expenditures or losses are treated as Section 705(a)(2)(B) expenditures pursuant to Treas. Reg. 1.7041(b)(2)(iv)(i); (d) allocations to such Member of Company Net Losses (or items thereof); (e) upon the occurrence of a Revaluation Event, the Net Losses (or items thereof), if any, that would have been allocated to such Member if all Company property had been sold at its Adjusted Fair Market Value immediately prior to the Revaluation Event, but only to the extent not already reflected in Capital Accounts; and (f) upon the distribution of Company property under circumstances not constituting a Revaluation Event, the Net Losses (or items thereof), if any, that would have been allocated to such Member if such Company property had been sold at its Adjusted Fair Market Value immediately prior to the distribution, but only to the extent not already reflected in Capital Accounts. 2.05. Determination of Balances. Except as otherwise provided in this Exhibit, whenever it is necessary to determine the Capital Account of any Member, the Capital Account of that Member shall be determined after giving effect to all allocations of Net Profits and Net Losses of the Company for the current year (including a portion thereof) as well as all distributions for such year in respect of transactions effected prior to the date such determination is to be made. 4 104

2.06. Revaluation of Company Property. (a) Upon the occurrence of a Revaluation Event, Company property (whether tangible or intangible) shall be revalued, and the Capital Accounts of the Members shall be adjusted in accordance with Sections 2.03(d) and 2.04(e) of this Exhibit, to reflect the Adjusted Fair Market Value of Company property immediately prior to the Revaluation Event. (b) Upon the distribution of Company property to a Member under circumstances not constituting a Revaluation Event, such property shall be revalued, and the Capital Account of each Member shall be adjusted in accordance with Sections 2.03(e) and 2.04(f) of this Exhibit, to reflect the Adjusted Fair Market Value of such property immediately prior to such distribution. The Capital Account of the Member receiving such distribution shall then be adjusted in accordance with Section 2.04(b) of this Exhibit to reflect such distribution. (c) In the event that the adjusted tax basis of Company property is increased or decreased under Section 732,

2.06. Revaluation of Company Property. (a) Upon the occurrence of a Revaluation Event, Company property (whether tangible or intangible) shall be revalued, and the Capital Accounts of the Members shall be adjusted in accordance with Sections 2.03(d) and 2.04(e) of this Exhibit, to reflect the Adjusted Fair Market Value of Company property immediately prior to the Revaluation Event. (b) Upon the distribution of Company property to a Member under circumstances not constituting a Revaluation Event, such property shall be revalued, and the Capital Account of each Member shall be adjusted in accordance with Sections 2.03(e) and 2.04(f) of this Exhibit, to reflect the Adjusted Fair Market Value of such property immediately prior to such distribution. The Capital Account of the Member receiving such distribution shall then be adjusted in accordance with Section 2.04(b) of this Exhibit to reflect such distribution. (c) In the event that the adjusted tax basis of Company property is increased or decreased under Section 732, 734, or 743 of the Code, a corresponding adjustment shall be made to the value of Company assets to the extent that such increase or decrease is reflected in Capital Accounts pursuant to Section 2.09 of this Exhibit. 2.07. Promissory Notes. (a) In the event that a Member contributes to the Company a Nontradable Note of which such Member is the maker, such note shall not be treated as contributed property for purposes of Section 2.03(b) of this Exhibit. Such Member's Capital Account will be increased with respect to such note only when there is a taxable disposition of such note by the Company or when such Member makes principal payments on such note. (b) In the event that the Company distributes to a Member a Nontradable Note of which the Company is the maker, then except as otherwise provided in Section 2.07(c) or (d) of this Exhibit, such note shall not be treated as distributed property for purposes of Section 2.04(b) of this Exhibit. Such Member's Capital Account will be decreased with respect to such note only when there is a taxable disposition of such note by such Member or when the Company makes principal payments on such note. (c) Section 2.07(b) of this Exhibit shall not apply to any negotiable note (of which the Company is the maker) distributed by the Company to a Member in liquidation of the Company or of such Member's interest in the Company if such distribution is made not later than the later of (i) the end of the taxable year in which such liquidation occurs, or (ii) a date which is ninety (90) Days after the date of such liquidation. If such note bears interest at no less than the Applicable Federal Rate at the time of distribution, such Member's Capital Account shall be reduced by the outstanding principal amount of such note; otherwise such Member's Capital Account shall be reduced by the fair market value of such note at the time of distribution. (d) In the event that the Company distributes to a Member a negotiable note to which Section 2.07(b) of this Exhibit applies, and the Company or such Member's interest in the Company is subsequently liquidated at a time when all or a portion of such note remains unsatisfied, then such Member's Capital Account shall be reduced as follows: if such note bears interest at no less than the Applicable Federal Rate at the time of such liquidation, such Member's 5 105

Capital Account shall be reduced by the outstanding principal balance of such note; otherwise such Member's Capital Account shall be reduced by the fair market value of such note at the time of such liquidation. 2.08. Adjustments for Investment Credit Property. In the event that the adjusted tax basis for federal income tax purposes of Company Investment Credit property is reduced or increased, the Capital Accounts of the Members shall be adjusted in the manner set forth in Treas. Reg. 1.704-1(b)(2)(iv)(i). 2.09. Section 754 Elective Adjustments. In the event that the adjusted tax basis of Company property is adjusted

Capital Account shall be reduced by the outstanding principal balance of such note; otherwise such Member's Capital Account shall be reduced by the fair market value of such note at the time of such liquidation. 2.08. Adjustments for Investment Credit Property. In the event that the adjusted tax basis for federal income tax purposes of Company Investment Credit property is reduced or increased, the Capital Accounts of the Members shall be adjusted in the manner set forth in Treas. Reg. 1.704-1(b)(2)(iv)(i). 2.09. Section 754 Elective Adjustments. In the event that the adjusted tax basis of Company property is adjusted under Section 732, 734, or 743 of the Code, the Capital Accounts of the Members shall be adjusted to the extent required by Treas. Reg. 1.704-1(b)(2)(iv)(m). 2.10. Additional Capital Account Adjustments. The Company shall make any further adjustments to Capital Accounts that may be necessary in order to comply with the rules set forth in Treas. Reg. 1.704-1(b)(2)(iv) as it may be amended from time to time. If the provisions of this Exhibit and the rules of Treas. Reg. 1.704-1(b)(2)(iv) fail to provide guidance as to how the Capital Accounts of the Members should be adjusted to reflect particular items, the Capital Accounts of the Members shall be adjusted in a manner that (i) maintains equality between the aggregate Capital Accounts of the Members and the amount of Company capital reflected on the Company's balance sheet, (ii) is consistent with the underlying economic arrangement of the Members, and (iii) is based, wherever practicable, on Federal income tax accounting principles. 2.11. Transfers of Membership Interests. (a) Upon the transfer of a Member's entire membership interest, the Capital Account of such Member shall carry over to the transferee. (b) Upon the transfer of a portion of a Member's membership interest, the portion of such Member's Capital Account attributable to the transferred portion shall carry over to the transferee. ARTICLE III ALLOCATION OF NET PROFITS AND NET LOSSES 3.01. In General. Allocations to the Capital Accounts of the Members shall be based on the Net Profits and Net Losses of the Company as determined pursuant to Section 2.02 of this Exhibit. Such allocations shall be made as provided in the Agreement except to the extent modified by the provisions of this Article III. 3.02. Limitations on Allocation of Net Losses and Deductions. Subject to Section 3.03 of this Exhibit, but notwithstanding any other provisions of the Agreement: (a) Partner Nonrecourse Deductions. Any item of Partner Nonrecourse Deduction with respect to a Partner Nonrecourse Debt shall be allocated to the Member or Members who bear the economic risk loss for such Partner Nonrecourse Debt in accordance with Treas. Reg. 1.704-2(i). 6 106

(b) Excess Deficit Balances. Subject to paragraph (a) immediately preceding, no Net Losses or deduction shall be allocated to any Member to the extent that such allocation would cause or increase an Excess Deficit Balance in the Capital Account of such Member. Such Net Losses or deduction shall be reallocated away from such Member and to the other Members in accordance with the Agreement, but only to the extent that such reallocation would not cause or increase Excess Deficit Balances in the Capital Accounts of such other Members. 3.03. Chargebacks of Net Profits. Notwithstanding any other provisions of the Agreement: (a) Company Minimum Gain. In the event that there is a net decrease in Company Minimum Gain for a taxable year of the Company, then before any other allocations are made for such taxable year, each Member shall be

(b) Excess Deficit Balances. Subject to paragraph (a) immediately preceding, no Net Losses or deduction shall be allocated to any Member to the extent that such allocation would cause or increase an Excess Deficit Balance in the Capital Account of such Member. Such Net Losses or deduction shall be reallocated away from such Member and to the other Members in accordance with the Agreement, but only to the extent that such reallocation would not cause or increase Excess Deficit Balances in the Capital Accounts of such other Members. 3.03. Chargebacks of Net Profits. Notwithstanding any other provisions of the Agreement: (a) Company Minimum Gain. In the event that there is a net decrease in Company Minimum Gain for a taxable year of the Company, then before any other allocations are made for such taxable year, each Member shall be allocated items of Net Profits (or items thereof) for such year equal to that Member's share of the net decrease in Company Minimum Gain within the meaning of Treas. Reg. 1.704-2(g)(2). The allocation required by the preceding sentence (the "Minimum Gain Chargeback Requirement") shall not apply to a Member to the extent that: (i) the Member's share of the net decrease in Company Minimum Gain is caused by a guarantee, refinancing, or other change in the debt instrument causing it to become partially or wholly Recourse Debt or Partner Nonrecourse Debt, and the Member bears the economic risk of loss (within the meaning of Treas. Reg. 1.752-2) for the newly guaranteed, refinanced, or otherwise changed liability, or (ii) the Member contributes capital to the Company that is used to repay the Nonrecourse Liability, and the Member's share of the net decrease in Company Minimum Gain results from the repayment. If in any taxable year of the Company, the Company has a net decrease in Partnership Minimum Gain and the Minimum Gain Chargeback Requirement causes a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct the distortion, the Managing Member with the unanimous consent of the other members may seek a waiver from the Internal Revenue Service of the Minimum Gain Chargeback Requirement as permitted by Treas. Reg. 1.704-2(f)(4). Any Minimum Gain Chargeback required for a taxable year of the Company shall consist first of gains recognized from the disposition of Company property subject to one or more Nonrecourse Liabilities of the Company and then if necessary shall consist of a pro rata portion of the Company's other items of income and gain for the taxable year of the Company. If the amount of the Minimum Gain Chargeback Requirement exceeds the Company's income and gains for the taxable year, the excess carries over to the succeeding taxable year. See Treas. Reg. 1.704-2(j)(2) (i) and (iii). (b) Partner Nonrecourse Debt Minimum Gain. In the event that there is a net decrease in Partner Nonrecourse Debt Minimum Gain for a taxable year of the Company, then after taking into account allocations pursuant to paragraph (a) 107

immediately preceding, but before any other allocations are made for such taxable year, each Member with a share of Partner Nonrecourse Debt Minimum Gain (determined under Treas. Reg. 1.704-2(i)(5)) as of the beginning of such year shall be allocated items of Net Profits for such year (and, if necessary, for succeeding years) equal to such Member's share of such net decrease in the Partner Nonrecourse Debt Minimum Gain (the "Nonrecourse Debt Minimum Gain Chargeback Requirement"). A Member's share of the net decrease in Partner Nonrecourse Debt Minimum Gain shall be determined in a manner consistent with the provisions of Treas. Reg. 1.704-2(g)(2). A Member shall not be subject to the Nonrecourse Debt Minimum Gain Chargeback Requirement to the extent the net decrease in Partner Nonrecourse Debt Minimum Gain arises because the liability ceases to be a Partner Nonrecourse Debt due to a conversion, refinancing, or other change in the debt instrument that causes it to become partially or wholly a Nonrecourse Liability. The amount that would otherwise be subject to the Nonrecourse Debt Minimum Gain Chargeback Requirement shall be added to the Member's share of Company Minimum Gain under paragraph (a) immediately preceding. In addition, the allocation required by the first sentence of this paragraph (b) shall not apply to a Member to the extent that: (i) the Member's share of the net decrease in Company Nonrecourse Debt Minimum Gain is caused by a guarantee, refinancing, or other change in the debt instrument causing it to become partially or wholly Recourse

immediately preceding, but before any other allocations are made for such taxable year, each Member with a share of Partner Nonrecourse Debt Minimum Gain (determined under Treas. Reg. 1.704-2(i)(5)) as of the beginning of such year shall be allocated items of Net Profits for such year (and, if necessary, for succeeding years) equal to such Member's share of such net decrease in the Partner Nonrecourse Debt Minimum Gain (the "Nonrecourse Debt Minimum Gain Chargeback Requirement"). A Member's share of the net decrease in Partner Nonrecourse Debt Minimum Gain shall be determined in a manner consistent with the provisions of Treas. Reg. 1.704-2(g)(2). A Member shall not be subject to the Nonrecourse Debt Minimum Gain Chargeback Requirement to the extent the net decrease in Partner Nonrecourse Debt Minimum Gain arises because the liability ceases to be a Partner Nonrecourse Debt due to a conversion, refinancing, or other change in the debt instrument that causes it to become partially or wholly a Nonrecourse Liability. The amount that would otherwise be subject to the Nonrecourse Debt Minimum Gain Chargeback Requirement shall be added to the Member's share of Company Minimum Gain under paragraph (a) immediately preceding. In addition, the allocation required by the first sentence of this paragraph (b) shall not apply to a Member to the extent that: (i) the Member's share of the net decrease in Company Nonrecourse Debt Minimum Gain is caused by a guarantee, refinancing, or other change in the debt instrument causing it to become partially or wholly Recourse Debt or Partner Recourse Debt, and the Member bears the economic risk of loss (within the meaning of Treas. Reg. 1.752-2) for the newly guaranteed, refinanced, or otherwise changed liability, or (ii) the Member contributes capital to the Company that is used to repay the Nonrecourse Liability, and the Member's share of the net decrease in Company Minimum Nonrecourse Debt Gain results from the repayment. If in any taxable year of the Company, the Company has a net decrease in Company Minimum Nonrecourse Debt Gain and the Nonrecourse Debt Minimum Gain Chargeback Requirement causes a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct the distortion, the Manager(s) will seek a waiver from the Internal Revenue Service of the Nonrecourse Debt Minimum Gain Chargeback Requirement as permitted by Treas. Reg. 1.704-2(i)(4). Any Nonrecourse Debt Minimum Gain Chargeback required for a taxable year of the Company shall consist first of gains recognized from the disposition of Company property subject to one or more Partner Nonrecourse Liabilities of the Company and then if necessary shall consist of a pro rata portion of the Company's other items of income and gain for the taxable year of the Company. If the amount of the Nonrecourse Debt Minimum Gain Chargeback Requirement exceeds the Company's income and gains for the taxable year, the excess carries over to the succeeding taxable year. See Treas. Reg. 1.704-2(j)(2)(ii) and (iii). (c) Qualified Income Offset. If, at the end of any taxable year, the Capital Accounts of any Members have Excess Deficit Balances after taking into account all other allocations and adjustments under this Agreement, then items of Net Profits for such year (and, if necessary, for subsequent years) will be reallocated to such Members in the amount and in the proportions needed to eliminate such Excess Deficit Balances as quickly as possible. 8 108

3.04. Offsetting Allocations. Subject to the provisions of Sections 3.02 and 3.03 of this Exhibit, but notwithstanding any other provision of this Agreement: (a) In the event that any allocation or reallocation is made pursuant to Section 3.02 or 3.03 of this Exhibit (a "Regulatory Allocation"), then offsetting allocations of remaining Net Profits or Net Losses, or items thereof, for such year (and, if necessary, items of Net Profits or Net Losses for subsequent years) shall be made in such amounts and proportions as are appropriate to restore the Capital Accounts of the Members to the position in which such Capital Accounts would have been if such Regulatory Allocation had not been made. ARTICLE IV ALLOCATION OF TAX ITEMS

3.04. Offsetting Allocations. Subject to the provisions of Sections 3.02 and 3.03 of this Exhibit, but notwithstanding any other provision of this Agreement: (a) In the event that any allocation or reallocation is made pursuant to Section 3.02 or 3.03 of this Exhibit (a "Regulatory Allocation"), then offsetting allocations of remaining Net Profits or Net Losses, or items thereof, for such year (and, if necessary, items of Net Profits or Net Losses for subsequent years) shall be made in such amounts and proportions as are appropriate to restore the Capital Accounts of the Members to the position in which such Capital Accounts would have been if such Regulatory Allocation had not been made. ARTICLE IV ALLOCATION OF TAX ITEMS 4.01. In General. Except as otherwise provided in this Article IV, all items of income, gain, loss, and deduction shall be allocated among the Members for federal income tax purposes in the same manner as the corresponding allocation for Net Profits and Net Losses. 4.02. Section 704(c) Allocations. In the event that the value of an item of Company property differs from its adjusted tax basis, allocations of depreciation, depletion, amortization, gain, and loss with respect to such property will be made for federal income tax purposes in a manner that takes account of the variation between the adjusted tax basis and value of such property in accordance with Section 704(c) of the Code and Treas. Reg. 1.704-1(b)(2)(iv)(f)(4). 4.03. Tax Credits. (a) Any tax credit that is attributable to an expenditure that gives rise to an allocation of loss or deduction (or other downward Capital Account adjustment) shall be allocated among the Members in the same proportion as such Member's distributive shares of such loss or deduction (or other adjustment). (b) Any tax credit whose allocation is not otherwise specified in this Section 4.03 shall be allocated among the Members in accordance with Treas. Reg. 1.704-1(b)(4)(ii). ARTICLE V OTHER TAX MATTERS 5.01. Minimum Gain. Partnership Minimum Gain shall be allocated among the Members in accordance with Treas. Reg. 1.704-2(g). Partner Nonrecourse Debt Minimum Gain shall be allocated among the Members in accordance with Treas. Reg. 1.704-2(i)(5). 5.02. Excess Nonrecourse Liabilities. The Members' shares of the Company's Excess Nonrecourse Liabilities pursuant to Treas. Reg. 1.752-3(a) shall be determined in accordance with Section 18.09 of the Agreement requiring unanimous consent for tax elections. 9 109

5.03. Withholding. (a) The Company shall withhold any amounts required to be withheld pursuant to any applicable provisions of the Code, including without limitation Sections 1441 through 1446 of the Code, or pursuant to any applicable provisions of state or local law. (b) Any amounts withheld with respect to a Member's distributive share of Company income (whether or not distributed) shall be treated by the Company and by such Member for all purposes as amounts distributed to

5.03. Withholding. (a) The Company shall withhold any amounts required to be withheld pursuant to any applicable provisions of the Code, including without limitation Sections 1441 through 1446 of the Code, or pursuant to any applicable provisions of state or local law. (b) Any amounts withheld with respect to a Member's distributive share of Company income (whether or not distributed) shall be treated by the Company and by such Member for all purposes as amounts distributed to such Member. Any amounts withheld with respect to any payment to a Member shall be treated by the Company and by such Member for all purposes as amounts paid to such Member. Amounts so treated as distributed or paid to any Member shall reduce the amount otherwise distributable or payable to such Member. (c) In the event that the Company withholds with respect to a Member's distributive share of Company income for a taxable year, and such distributive share exceeds the amount distributed to such Member in such taxable year, then subsequent distributions to such Member shall be deemed to be made first from income with respect to which the Company has already withheld. 5.04. Limitation on Distributions. (a) No distribution shall be made to any Member to the extent that such distribution would cause or increase an Excess Deficit Balance in such Member's Capital Account as of the end of the taxable year of such distribution. (b) For purposes of paragraph (a) immediately preceding, in determining the extent to which a distribution to a Member would cause or increase an Excess Deficit Balance in such Member's Capital Account: (i) the Company's taxable year shall be deemed to close as of the end of the Day of such distribution; and (ii) such Member's Excess Deficit Balance, if any, as of the end of such taxable year shall be determined after taking into account any allocations or other adjustments to such Capital Account for such taxable year. (c) any amount that would otherwise be distributable to a Member but which is not distributed because of the limitation of paragraph (a) of this Section shall be retained by the Company as a Company asset, and shall be distributed to such Member at such time as such distribution would not contravene such limitation. 10 110

Exhibit 10.22 MASTER TRANSACTION AGREEMENT This MASTER TRANSACTION AGREEMENT (the "Agreement") is made as of April 27, 2005, by and among: REJ REALTY LLC, a Delaware limited liability company ("REJ Realty"), JG MANAGER LLC, an Ohio limited liability company ("JGM"), JG GULF COAST MEMBER LLC, an Ohio limited liability company ("Jacobs Member"), JG GULF COAST TOWN CENTER LLC, an Ohio limited liability company ("JG Gulf Coast"), CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership ("CBL") and CBL/GULF COAST, LLC, a Florida limited liability company ("CBL Member"). RECITALS WHEREAS, as of the date of this Agreement, REJ Realty owns ninety-nine percent (99%) of the member interests in Jacobs Member; and WHEREAS, as of the date of this Agreement, JGM owns one percent (1%) of the member interests in Jacobs Member; and

Exhibit 10.22 MASTER TRANSACTION AGREEMENT This MASTER TRANSACTION AGREEMENT (the "Agreement") is made as of April 27, 2005, by and among: REJ REALTY LLC, a Delaware limited liability company ("REJ Realty"), JG MANAGER LLC, an Ohio limited liability company ("JGM"), JG GULF COAST MEMBER LLC, an Ohio limited liability company ("Jacobs Member"), JG GULF COAST TOWN CENTER LLC, an Ohio limited liability company ("JG Gulf Coast"), CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership ("CBL") and CBL/GULF COAST, LLC, a Florida limited liability company ("CBL Member"). RECITALS WHEREAS, as of the date of this Agreement, REJ Realty owns ninety-nine percent (99%) of the member interests in Jacobs Member; and WHEREAS, as of the date of this Agreement, JGM owns one percent (1%) of the member interests in Jacobs Member; and WHEREAS, REJ Realty has heretofore contributed its entire member interest in JG Gulf Coast to Jacobs Member; and WHEREAS, JGM has heretofore contributed its entire member interest in JG Gulf Coast to Jacobs Member; and WHEREAS, as of the date of this Agreement, CBL owns the entire member interest in CBL Member; and WHEREAS, CBL will cause CBL Member to make a capital contribution to JG Gulf Coast and to acquire a member interest in JG Gulf Coast, as provided in this Agreement and the LLC Agreement (as hereinafter defined); and WHEREAS, the parties hereto desire to make provision for the other agreements and transactions contemplated by this Agreement; and WHEREAS, the definitions of capitalized terms used in this Agreement and not otherwise defined herein are set forth on Appendix A attached hereto and made a part hereof, and if not defined in Appendix A, shall be as set forth in the LLC Agreement. 1

NOW, THEREFORE, in consideration of the foregoing premises and other good, valid, and binding consideration, the receipt and sufficiency of which is hereby acknowledged and intending to be legally bound, the Parties agree as follows: ARTICLE 1 LLC AGREEMENT AND CLOSING 1.1 LLC Agreement. For the purposes of this Agreement, the term LLC Agreement shall have the meaning set forth in Appendix A and shall include the agreements, exhibits, schedules and other documents set forth in such definition. 1.2 Prior Actions. (a) Jacobs Member was formed by filing Articles of Organization with the Secretary of State of Ohio on April 15, 2005. (b) Each of REJ Realty and JGM contributed its entire member interest in JG Gulf Coast to Jacobs Member on

NOW, THEREFORE, in consideration of the foregoing premises and other good, valid, and binding consideration, the receipt and sufficiency of which is hereby acknowledged and intending to be legally bound, the Parties agree as follows: ARTICLE 1 LLC AGREEMENT AND CLOSING 1.1 LLC Agreement. For the purposes of this Agreement, the term LLC Agreement shall have the meaning set forth in Appendix A and shall include the agreements, exhibits, schedules and other documents set forth in such definition. 1.2 Prior Actions. (a) Jacobs Member was formed by filing Articles of Organization with the Secretary of State of Ohio on April 15, 2005. (b) Each of REJ Realty and JGM contributed its entire member interest in JG Gulf Coast to Jacobs Member on April 19, 2005. (c) CBL Member was formed by filing Articles of Organization with the Division of Corporations of the Florida Department of State on April 12, 2005. 1.3 Acknowledgments. The Parties acknowledge that: (a) As of the date hereof, and before giving effect to the transactions contemplated by this Agreement to take place on the Closing Date, the amount of Jacobs Member's Capital Account is Forty Million Three Hundred Thirty-Four Thousand Nine Hundred Seventy-Eight Dollars ($40,334,978.00). (b) After giving effect to the transactions contemplated by this Agreement to take place on the Closing Date, the amount of Jacobs Member's Capital Account will be zero, and the amount of CBL Member's Capital Account will be equal to the CBL Member Initial Capital Contribution. 1.4 Closing Date. Subject to the prior satisfaction or waiver of all of the conditions set forth in Article 5, the closing of the transactions contemplated by this Agreement (the "Closing") shall be held at a location that is agreeable to all of the Parties no later than the fifth (5th) Day following the date as of which all of the conditions precedent set forth in Article 5 have been satisfied or waived by the Party entitled to the benefit of such condition (s), or on such other date as may be agreed to in writing by the Parties (the "Closing Date"). 1.5 Closing Transactions. On the Closing Date, subject to the satisfaction or waiver of the conditions precedent set forth in Article 5, the following transactions shall take place in the order set forth below: (a) REJ Realty and JGM shall cause Jacobs Member to execute and deliver the LLC Agreement; (b) CBL shall cause CBL Member to execute and deliver the LLC Agreement; 2

(c) CBL shall cause CBL Member to contribute the CBL Member Initial Capital Contribution to the capital of JG Gulf Coast by wire transfer of immediately available funds to the account designated by JG Gulf Coast; (d) JG Gulf Coast shall distribute an amount equal to the CBL Member Initial Capital Contribution to Jacobs Member by wire transfer of immediately available funds to the account designated by REJ Realty. (e) CBL shall cause Property Manager to execute and deliver the Property Management Agreement; and (f) CBL Member shall cause JG Gulf Coast to execute and deliver the Property Management Agreement.

(c) CBL shall cause CBL Member to contribute the CBL Member Initial Capital Contribution to the capital of JG Gulf Coast by wire transfer of immediately available funds to the account designated by JG Gulf Coast; (d) JG Gulf Coast shall distribute an amount equal to the CBL Member Initial Capital Contribution to Jacobs Member by wire transfer of immediately available funds to the account designated by REJ Realty. (e) CBL shall cause Property Manager to execute and deliver the Property Management Agreement; and (f) CBL Member shall cause JG Gulf Coast to execute and deliver the Property Management Agreement. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF EACH OF THE PARTIES Except as otherwise set forth below, each of the Parties hereby represents and warrants to each other Party, as of the date hereof and the Closing Date, as follows: 2.1 Corporate Status; Authorization. Such Party is duly organized, validly existing and in good standing under and by virtue of the laws of the state of its organization. The Person(s) executing this Agreement on such Party's behalf are duly elected, qualified and acting as its officer(s), manager(s) or member(s) (as the case may be). All actions and resolutions, whether partnership, corporate or otherwise, necessary to authorize such Party to enter into this Agreement have been taken and adopted. Such Party has, and the Persons executing this Agreement on its behalf have, all requisite power and authority and has (have) been duly authorized to enter into this Agreement. This Agreement has been duly executed on behalf of such Party. Such Party has full right and lawful authority to enter into and perform its covenants and obligations under this Agreement for the full term hereof, and has full right and lawful authority to make its representations and warranties hereunder. Upon execution of this Agreement by each Party hereto, this Agreement will constitute the legal, valid and binding obligation of such Party and will be enforceable against it and its successors and assigns in accordance with its terms, except as such enforcement may be limited by (a) bankruptcy, insolvency, moratorium, or other similar laws affecting a creditor's rights and remedies or the relief of debtors generally at the time in effect, (b) the discretion of the court before which any proceeding involving the same may be brought, and (c) equitable principles at the time in effect limiting the remedy of specific performance. 2.2 Noncontravention. Neither the execution, delivery or performance by such Party of this Agreement or the transactions contemplated hereby will conflict with, or will result in a breach of, or will constitute a default under, (a) any agreement or instrument by which such Party or any of its Affiliates may be bound or (b) any judgment, statute, rule, law, order, decree, writ or injunction of any court or Governmental Agency, as defined below, applicable to such Party or any of their Affiliates and/or their respective property and assets for which consent has not been obtained. 3

2.3 Consents and Approvals. All consents by third Persons which such Party is, by the terms of its agreements, if any, with any such third Persons, required to obtain prior to its execution of this Agreement have been so obtained by them. 2.4 No Actions or Suits. There are no actions, suits, proceedings, or investigations pending or, to the knowledge of such Party, threatened against such Party, any of its Affiliates, or any of their respective properties, assets, or businesses in any court or before or by any federal, state, provincial, or other governmental department or agency, whether of the United States, of any of its states, possessions or territories, or of any foreign nation (a "Governmental Agency") or any arbitrator that could, if adversely determined, reasonably be expected to materially impair such Party's ability to perform its obligations under this Agreement or any Affiliate's ability to perform its obligations under the LLC Agreement. Neither such Party nor any of its Affiliates has received any currently effective notice of any default, and neither such Party nor any of its Affiliates is in default, under any applicable order, writ, injunction, decree, or award of any court, any Governmental Agency, or any arbitrator, in each case, that could reasonably be expected to materially impair such Party's ability to perform its obligations under this Agreement or any Affiliate's ability to perform its obligations under the LLC Agreement.

2.3 Consents and Approvals. All consents by third Persons which such Party is, by the terms of its agreements, if any, with any such third Persons, required to obtain prior to its execution of this Agreement have been so obtained by them. 2.4 No Actions or Suits. There are no actions, suits, proceedings, or investigations pending or, to the knowledge of such Party, threatened against such Party, any of its Affiliates, or any of their respective properties, assets, or businesses in any court or before or by any federal, state, provincial, or other governmental department or agency, whether of the United States, of any of its states, possessions or territories, or of any foreign nation (a "Governmental Agency") or any arbitrator that could, if adversely determined, reasonably be expected to materially impair such Party's ability to perform its obligations under this Agreement or any Affiliate's ability to perform its obligations under the LLC Agreement. Neither such Party nor any of its Affiliates has received any currently effective notice of any default, and neither such Party nor any of its Affiliates is in default, under any applicable order, writ, injunction, decree, or award of any court, any Governmental Agency, or any arbitrator, in each case, that could reasonably be expected to materially impair such Party's ability to perform its obligations under this Agreement or any Affiliate's ability to perform its obligations under the LLC Agreement. ARTICLE 3 ADDITIONAL REPRESENTATIONS AND WARRANTIES OF JGM, JACOBS MEMBER AND REJ REALTY 3.1 Real Estate Matters. To the best knowledge of JGM, REJ Realty and Jacobs Member, respectively: (a) There are no violations of any restrictive covenants affecting the Real Estate; (b) There are no uncured notices, suits, orders, decrees or judgments relating to violations of any laws, ordinances, codes, regulations or other requirements of any Governmental Agency having jurisdiction over the Real Estate or any part thereof which would have a materially adverse effect upon the development of the Real Estate or the Project, including, but not limited to, any eminent domain proceedings; (c) There are no suits, actions or proceedings pending or threatened against or affecting the Real Estate before any court or Governmental Agency that, if adversely determined, would have a materially adverse effect upon the development of the Real Estate or the Project, including, but not limited to, any eminent domain proceedings; (d) Neither JG Gulf Coast, JGM, Jacobs Member nor REJ Realty is in default with respect to, nor has notice of violation of, any judgment, order, writ, injunction, rule or regulation of any court or Governmental Agency to which JG Gulf Coast, JGM, Jacobs Member or REJ Realty is subject in any way affecting the Real Estate that would have a materially adverse effect upon the development of the Real Estate or the Project, including, but not limited to, any eminent domain proceedings; 4

(e) There are no material agreements to which JG Gulf Coast, JGM, Jacobs Member, REJ Realty or any of their Affiliates is a party affecting any of the Real Estate or any use of the Real Estate that have not been disclosed to CBL or its Affiliates; (f) Except as disclosed in the environmental reports and studies identified on Exhibit B attached hereto (the "Environmental Reports"), there are no Hazardous Substances on, under, in or about the Real Estate. For the purposes of this Agreement, "Hazardous Substances" shall mean and include, but shall not be limited to, materials which are included under or regulated by any local, state or federal law, rule or regulation pertaining to environmental regulation, contamination, clean up or disclosure; (g) Except as disclosed in writing to CBL and/or its Affiliates prior to the date hereof, there are no tenancies, occupancies or licenses in or to the Real Estate under agreements entered into by JG Gulf Coast, JGM, Jacobs Member, REJ Realty or any of their Affiliates: and (h) JG Gulf Coast, JGM, Jacobs Member and REJ Realty have made a good-faith, reasonable effort to provide CBL with all of the facts within the knowledge and possession of JG Gulf Coast, JGM, Jacobs Member or REJ

(e) There are no material agreements to which JG Gulf Coast, JGM, Jacobs Member, REJ Realty or any of their Affiliates is a party affecting any of the Real Estate or any use of the Real Estate that have not been disclosed to CBL or its Affiliates; (f) Except as disclosed in the environmental reports and studies identified on Exhibit B attached hereto (the "Environmental Reports"), there are no Hazardous Substances on, under, in or about the Real Estate. For the purposes of this Agreement, "Hazardous Substances" shall mean and include, but shall not be limited to, materials which are included under or regulated by any local, state or federal law, rule or regulation pertaining to environmental regulation, contamination, clean up or disclosure; (g) Except as disclosed in writing to CBL and/or its Affiliates prior to the date hereof, there are no tenancies, occupancies or licenses in or to the Real Estate under agreements entered into by JG Gulf Coast, JGM, Jacobs Member, REJ Realty or any of their Affiliates: and (h) JG Gulf Coast, JGM, Jacobs Member and REJ Realty have made a good-faith, reasonable effort to provide CBL with all of the facts within the knowledge and possession of JG Gulf Coast, JGM, Jacobs Member or REJ Realty concerning JG Gulf Coast and the Project that, in their reasonable judgment, could be expected to be material to CBL's due diligence evaluation of the Project. ARTICLE 4 ADDITIONAL AGREEMENTS 4.1 Access to Information. Each Party agrees that, from and after the date hereof and until the first to occur of the Closing and the termination of this Agreement in accordance with Article 6, each other Party and their respective authorized representatives will have reasonable access during normal business hours to the premises, properties, books and records of JG Gulf Coast as such other Parties may reasonably request; provided, in each case, that such access does not disrupt the normal business activities of JG Gulf Coast and shall be at the expense of the Party requesting such access. 4.2 Further Actions. Subject to the terms and conditions hereof, each Party agrees to act reasonably and in good faith and to use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable to consummate and make effective the transactions contemplated hereunder and under the LLC Agreement to be entered into by it or its Affiliates, except that no Party shall be required to waive or cause to be waived or cause its Affiliates to waive or cause to be waived any of the conditions to closing set forth in Article 5. Each Party shall furnish to each other Party all information and assistance that such other Party may reasonably request in connection with the foregoing. 4.3 Unwind Option. (a) JG Gulf Coast shall use its commercially reasonable efforts to obtain all of the Required Post-Closing Approvals no later than the second anniversary of the Closing Date (the "Second Anniversary"). CBL Member and Property Manager shall use, and CBL 5

shall cause CBL Member and Property Manager to use, their respective commercially reasonable efforts to assist JG Gulf Coast, in their respective capacities as Managing Member and Property Manager, in obtaining all of the Required Post-Closing Approvals no later than the Second Anniversary. Jacobs Member shall extend, and REJ Realty and JGM shall cause Jacobs Member to extend, reasonable cooperation to JG Gulf Coast, CBL Member and Property Manager in their efforts to so obtain the Required Post-Closing Approvals, except that Jacobs Member shall not be required to incur any significant out-of-pocket expenses or undertake any obligations in connection with such cooperation that it would not otherwise be obligated to incur or undertake pursuant to the LLC Agreement. CBL Member and Property Manager shall extend, and CBL shall cause CBL Manager and Property Manager to extend, reasonable cooperation to Jacobs Member in connection with the Parties' efforts to so obtain the Required Post-Closing Approvals, except that CBL Member and Property Manager shall not be required to incur any significant out-of-pocket expenses or undertake any obligations in connection with such cooperation that they would not otherwise be obligated to incur or undertake pursuant to the LLC Agreement (as

shall cause CBL Member and Property Manager to use, their respective commercially reasonable efforts to assist JG Gulf Coast, in their respective capacities as Managing Member and Property Manager, in obtaining all of the Required Post-Closing Approvals no later than the Second Anniversary. Jacobs Member shall extend, and REJ Realty and JGM shall cause Jacobs Member to extend, reasonable cooperation to JG Gulf Coast, CBL Member and Property Manager in their efforts to so obtain the Required Post-Closing Approvals, except that Jacobs Member shall not be required to incur any significant out-of-pocket expenses or undertake any obligations in connection with such cooperation that it would not otherwise be obligated to incur or undertake pursuant to the LLC Agreement. CBL Member and Property Manager shall extend, and CBL shall cause CBL Manager and Property Manager to extend, reasonable cooperation to Jacobs Member in connection with the Parties' efforts to so obtain the Required Post-Closing Approvals, except that CBL Member and Property Manager shall not be required to incur any significant out-of-pocket expenses or undertake any obligations in connection with such cooperation that they would not otherwise be obligated to incur or undertake pursuant to the LLC Agreement (as to CBL Member) or the Property Management Agreement (as to Property Manager). (b) CBL Member in its capacity as Managing Member shall provide prompt written notice to Jacobs Member on each occasion when JG Gulf Coast has obtained a Required Post-Closing Approval. Jacobs Member shall provide prompt written notice to CBL Member on each occasion when Jacobs Member has obtained a Required Post-Closing Approval. When all of the Required Post-Closing Approvals have been obtained, this Section 4.3 shall thereupon become null and void and of no further force or effect, and CBL Member in its capacity as Managing Member shall provide written certification to such effect to Jacobs Member. When any individual Required Post-Closing Approval has been once obtained, such Required Post-Closing Approval shall be deemed to have been conclusively and irrevocably obtained for all purposes of this Section 4.3, notwithstanding that it may subsequently become necessary or advisable to seek an additional or modified approval from the same party concerning the same or similar subject matter or otherwise in connection with the Project. (c) If JG Gulf Coast has failed to obtain all of the Required Post-Closing Approvals by the Second Anniversary, except as a result of any breach by CBL or CBL Member of their obligations under the second or fourth sentence of Section 4.3(a) above, by CBL Member of its obligations under the LLC Agreement, or by Property Manager of its obligations under the Property Management Agreement, then, for a period of time beginning on the Day after the Second Anniversary and ending on the Day that is six (6) months after the Second Anniversary (the "Unwind Option Period"), CBL shall have the right to require Jacobs Member to purchase, or cause one of its Affiliates to purchase, all of the Membership Interests of CBL Member and its Affiliates, if any, in accordance with the provisions of this Section 4.3 (the "Unwind Right"). (d) The failure by JG Gulf Coast to obtain any or all of the Required Post-Closing Approvals by the Second Anniversary shall not constitute a breach of any Party's obligations under this 6

Agreement or a Default under the LLC Agreement unless, as to Jacobs Member, JGM and REJ Realty, such failure results from a breach by Jacobs Member, JGM or REJ Realty of its obligations under the third sentence of Section 4.3(a) above or unless, as to CBL and CBL Member, such failure results from a breach by CBL or CBL Member of its obligations under the second or fourth sentence of Section 4.3(a) above or a breach by CBL, Property Manager or CBL Member described in the first sentence of Section 4.3(c) above. (e) The purchase price for the acquisition by Jacobs Member or its Affiliates of all of the Membership Interests of CBL Member and its Affiliates, if any, upon an exercise by CBL of the Unwind Right (the "Unwind Purchase Price") shall equal the sum of (i) CBL Member's and its Affiliates', if any, unreturned Initial Capital Contribution; (ii) CBL Member's and its Affiliates' if any, unreturned Mandatory Contributions; (iii) CBL Member's and its Affiliates', if any, unreturned Non-Required Contributions; and (iv) the accrued but unpaid Interest/Return on the amounts described in clauses (i), (ii) and (iii) of this subsection (e). (f) CBL may exercise the Unwind Right by giving written notice (the "Unwind Notice") to Jacobs Member at any time after the commencement of and prior to the expiration of the Unwind Option Period. The Unwind Notice shall identify the Required Post-Closing Approvals that have not been obtained and shall set forth CBL's good faith calculation of the Unwind Purchase Price. REJ Realty shall have the right to inspect the books and records

Agreement or a Default under the LLC Agreement unless, as to Jacobs Member, JGM and REJ Realty, such failure results from a breach by Jacobs Member, JGM or REJ Realty of its obligations under the third sentence of Section 4.3(a) above or unless, as to CBL and CBL Member, such failure results from a breach by CBL or CBL Member of its obligations under the second or fourth sentence of Section 4.3(a) above or a breach by CBL, Property Manager or CBL Member described in the first sentence of Section 4.3(c) above. (e) The purchase price for the acquisition by Jacobs Member or its Affiliates of all of the Membership Interests of CBL Member and its Affiliates, if any, upon an exercise by CBL of the Unwind Right (the "Unwind Purchase Price") shall equal the sum of (i) CBL Member's and its Affiliates', if any, unreturned Initial Capital Contribution; (ii) CBL Member's and its Affiliates' if any, unreturned Mandatory Contributions; (iii) CBL Member's and its Affiliates', if any, unreturned Non-Required Contributions; and (iv) the accrued but unpaid Interest/Return on the amounts described in clauses (i), (ii) and (iii) of this subsection (e). (f) CBL may exercise the Unwind Right by giving written notice (the "Unwind Notice") to Jacobs Member at any time after the commencement of and prior to the expiration of the Unwind Option Period. The Unwind Notice shall identify the Required Post-Closing Approvals that have not been obtained and shall set forth CBL's good faith calculation of the Unwind Purchase Price. REJ Realty shall have the right to inspect the books and records of JG Gulf Coast and CBL Member for the purpose of verifying the calculation of the Unwind Purchase Price. (g) The closing of the sale of all of the Membership Interest of CBL Member and its Affiliates, if any, pursuant to this Section 4.3 (the "Unwind Closing") shall be held at the principal offices of JG Gulf Coast, unless otherwise mutually agreed, on a mutually acceptable date (the "Unwind Closing Date") not more than ninety (90) Days after the receipt by Jacobs Member of the Unwind Notice. The Unwind Closing may be delayed for such time as may reasonably be required (but in no event more than an additional sixty (60) Days beyond the aforementioned ninety-Day period following Jacobs Member's receipt of the Unwind Notice) to allow Jacobs Member to verify the calculation of the Unwind Purchase Price and allow JG Gulf Coast to obtain any material third-party consents or waivers, e.g., lender consents or waivers, that may be required in order to avoid a default or breach arising out of the exercise of the Unwind Right under any agreements or obligations of JG Gulf Coast. (h) At the Unwind Closing, CBL Member and its Affiliates, if any, shall transfer such Membership Interest to or as directed by Jacobs Member or its designee free and clear of any liens, encumbrances or any interests of any third party and shall execute or cause to be executed any and all documents required to fully transfer such Membership Interest to Jacobs Member or its designee including, but not limited to, any documents necessary to evidence such transfer, and all documents required to release the interest of any other party who may claim an interest in such Membership Interest. Following the Unwind Closing Date, CBL Member and its Affiliates, upon consummation of the Unwind Closing, shall cease for all purposes to be a member of JG Gulf Coast and shall have no further rights to any distributions from 7

JG Gulf Coast, and all such rights shall vest in the Jacobs Member or its designee. At the Unwind Closing, Jacobs Member or its Affiliates shall provide CBL Member and its Affiliates, if any, with such additional agreements or undertakings as CBL Member may reasonably require to replace or hold CBL Member and its Affiliates harmless from any liability, loss, cost or expense arising out of any then-outstanding loans (other than loans that are Mandatory Contributions or Non-Required Contributions, which shall be included in the Unwind Purchase Price as provided in paragraph (e) of this Section 4.3) and/or Affiliate Guarantees theretofore provided by CBL Member or its Affiliates. (i) Jacobs Member and CBL Member and their respective Affiliates will cooperate so as to minimize to the extent reasonably possible any disruptions to JG Gulf Coast's administration and operations arising out of the exercise of the Unwind Right, including cooperation in effecting transition arrangement arising out of the replacement of the Property Manager under the Property Management Agreement (which shall terminate as of the Unwind Closing Date) and CBL Member's replacement as Managing Member. (j) The Parties agree, for themselves and for Jacobs Member and CBL Member, that the transfer of CBL Member's and its Affiliates', if any, Membership Interest contemplated by this Section 4.3 shall be permitted notwithstanding any provision of the LLC Agreement to the contrary, including, but not limited to, Article XVI of

JG Gulf Coast, and all such rights shall vest in the Jacobs Member or its designee. At the Unwind Closing, Jacobs Member or its Affiliates shall provide CBL Member and its Affiliates, if any, with such additional agreements or undertakings as CBL Member may reasonably require to replace or hold CBL Member and its Affiliates harmless from any liability, loss, cost or expense arising out of any then-outstanding loans (other than loans that are Mandatory Contributions or Non-Required Contributions, which shall be included in the Unwind Purchase Price as provided in paragraph (e) of this Section 4.3) and/or Affiliate Guarantees theretofore provided by CBL Member or its Affiliates. (i) Jacobs Member and CBL Member and their respective Affiliates will cooperate so as to minimize to the extent reasonably possible any disruptions to JG Gulf Coast's administration and operations arising out of the exercise of the Unwind Right, including cooperation in effecting transition arrangement arising out of the replacement of the Property Manager under the Property Management Agreement (which shall terminate as of the Unwind Closing Date) and CBL Member's replacement as Managing Member. (j) The Parties agree, for themselves and for Jacobs Member and CBL Member, that the transfer of CBL Member's and its Affiliates', if any, Membership Interest contemplated by this Section 4.3 shall be permitted notwithstanding any provision of the LLC Agreement to the contrary, including, but not limited to, Article XVI of the LLC Agreement, and further agree that, from and after the giving of the Unwind Notice, neither CBL Member nor Jacobs Member shall have the right to initiate the exercise of its rights, if any, under Sections 16.04, 16.05(a), 16.05(b), or 20.03 of the LLC Agreement, and no assignment that would be subject to any of such rights can be initiated or completed, until the purchase of CBL Member's and its Affiliates', if any, Membership Interest contemplated by this Section 4.3 closes or is otherwise terminated. 4.4 CBL Guarantee. CBL hereby irrevocably and unconditionally guarantees to REJ Realty, JGM, Jacobs Member and JG Gulf Coast the full and prompt performance of each obligation of CBL Member under Section 11.01(b)(ii) of the LLC Agreement, that CBL Member fails to perform after demand therefor (the "CBL Guaranteed Obligations"), and CBL shall indemnify and hold harmless REJ Realty, JGM, Jacobs Member and JG Gulf Coast from and against any and all liability, obligation, loss, costs, damage, or expense (including, without limitation, reasonable and documented attorneys' fees and the costs of investigation) howsoever arising from such failure of CBL Member. This Section 4.4 is a guarantee of performance and not of payment alone, and neither REJ Realty, JGM, Jacobs Member nor JG Gulf Coast shall be under any obligation to take any action against CBL Member with respect to any of the CBL Guaranteed Obligations if such CBL Guaranteed Obligations are due and have not been performed. The liability of CBL under this Section 4.4 shall not be reduced or discharged by (a) any forbearance or indulgence granted to CBL Member and/or CBL, whether as to payment, time, performance, or otherwise, (b) the fact that CBL Member ceases to be a Member of JG Gulf Coast or (c) the fact that CBL Member and/or CBL makes an assignment for the benefit of its creditors, a receiver of CBL Member and/or CBL is appointed or applied for, or a petition under Title 11, United States Code (Bankruptcy), as from time to time amended, is filed by or against CBL Member and/or CBL. Notwithstanding the foregoing provisions of this Section 4.4, CBL's obligations under this Section 4.4 shall terminate, and this Section 4.4 shall 8

thereafter be null and void and of no further force or effect (except with respect to claims, if any, made under this Section 4.4 prior to such termination, which shall survive until such claims are resolved), when neither Jacobs Member nor any of its permitted assignees under clauses (i), (ii), (iii) or (iv) of Section 16.03(a) of the LLC Agreement, nor any permitted assignees under such clauses of any such permitted assignees, owns any Membership Interest. 4.5 REJ Realty Guarantee. REJ Realty hereby irrevocably and unconditionally guarantees to CBL and CBL Member the full and prompt performance of each obligation of Jacobs Member under Section 4.3 of this Agreement, that Jacobs Member fails to perform after demand therefor (the "REJ Realty Guaranteed Obligations"), and REJ Realty shall indemnify and hold harmless CBL and CBL Member from and against any and all liability, obligation, loss, costs, damage, or expense (including, without limitation, reasonable and documented attorneys' fees and the costs of investigation) howsoever arising from such failure of Jacobs Member. This Section 4.5 is a guarantee of performance and not of payment alone, and neither CBL nor CBL Member shall be under any obligation to take any action against Jacobs Member with respect to any of the REJ Realty Guaranteed Obligations if such REJ Realty Guaranteed Obligations are due and have not been performed.

thereafter be null and void and of no further force or effect (except with respect to claims, if any, made under this Section 4.4 prior to such termination, which shall survive until such claims are resolved), when neither Jacobs Member nor any of its permitted assignees under clauses (i), (ii), (iii) or (iv) of Section 16.03(a) of the LLC Agreement, nor any permitted assignees under such clauses of any such permitted assignees, owns any Membership Interest. 4.5 REJ Realty Guarantee. REJ Realty hereby irrevocably and unconditionally guarantees to CBL and CBL Member the full and prompt performance of each obligation of Jacobs Member under Section 4.3 of this Agreement, that Jacobs Member fails to perform after demand therefor (the "REJ Realty Guaranteed Obligations"), and REJ Realty shall indemnify and hold harmless CBL and CBL Member from and against any and all liability, obligation, loss, costs, damage, or expense (including, without limitation, reasonable and documented attorneys' fees and the costs of investigation) howsoever arising from such failure of Jacobs Member. This Section 4.5 is a guarantee of performance and not of payment alone, and neither CBL nor CBL Member shall be under any obligation to take any action against Jacobs Member with respect to any of the REJ Realty Guaranteed Obligations if such REJ Realty Guaranteed Obligations are due and have not been performed. The liability of REJ Realty under this Section 4.5 shall not be reduced or discharged by (a) any forbearance or indulgence granted to Jacobs Member and/or REJ Realty, whether as to payment, time, performance, or otherwise, (b) the fact that Jacobs Member ceases to be a Member of JG Gulf Coast or (c) the fact that Jacobs Member and/or REJ Realty makes an assignment for the benefit of its creditors, a receiver of Jacobs Member and/or REJ Realty is appointed or applied for, or a petition under Title 11, United States Code (Bankruptcy), as from time to time amended, is filed by or against Jacobs Member and/or REJ Realty. ARTICLE 5 CONDITIONS TO CLOSING 5.1 Conditions Precedent to Obligations of All Parties. The respective obligations of each Party to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or before the Closing Date of each of the following: (a) No Injunctions. No court or Governmental Agency of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any statute, rule, regulation, non-appealable judgment, decree, injunction, or other order that is in effect on the Closing Date and that enjoins, restrains, restricts, makes unlawful, or prohibits this Agreement or the LLC Agreement or the consummation of any of the transactions contemplated hereby or thereby. (b) No Pending or Threatened Actions. There shall not be pending or threatened any material action or proceeding seeking to enjoin or restrain consummation of the transactions contemplated by this Agreement or seeking material damages in connection with such transactions. 9

5.2 Conditions Precedent to Obligations of CBL and CBL Member. The obligations of CBL and CBL Member to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or before the Closing Date of each of the following: (a) Accuracy of Representations and Warranties. The representations and warranties of REJ Realty, JGM, Jacobs Member and JG Gulf Coast contained herein that are qualified by materiality shall be true and correct on and as of the Closing Date, and the representations and warranties that are not so qualified shall be true and complete in all material respects on and as of the Closing Date, in each case as if made on and as of such date, and REJ Realty, JGM, Jacobs Member and JG Gulf Coast shall have executed and delivered to CBL and CBL Member a certificate, dated as of the Closing Date, to such effect. (b) Covenants. The covenants and agreements of REJ Realty, JGM, Jacobs Member and JG Gulf Coast to be performed on or prior to the Closing shall have been duly performed in all material respects, and REJ Realty, JGM, Jacobs Member and JG Gulf Coast shall have executed and delivered to CBL and CBL Member a certificate, dated as of the Closing Date, to such effect.

5.2 Conditions Precedent to Obligations of CBL and CBL Member. The obligations of CBL and CBL Member to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or before the Closing Date of each of the following: (a) Accuracy of Representations and Warranties. The representations and warranties of REJ Realty, JGM, Jacobs Member and JG Gulf Coast contained herein that are qualified by materiality shall be true and correct on and as of the Closing Date, and the representations and warranties that are not so qualified shall be true and complete in all material respects on and as of the Closing Date, in each case as if made on and as of such date, and REJ Realty, JGM, Jacobs Member and JG Gulf Coast shall have executed and delivered to CBL and CBL Member a certificate, dated as of the Closing Date, to such effect. (b) Covenants. The covenants and agreements of REJ Realty, JGM, Jacobs Member and JG Gulf Coast to be performed on or prior to the Closing shall have been duly performed in all material respects, and REJ Realty, JGM, Jacobs Member and JG Gulf Coast shall have executed and delivered to CBL and CBL Member a certificate, dated as of the Closing Date, to such effect. 5.3 Conditions Precedent to Obligations of REJ Realty, JGM, Jacobs Member and JG Gulf Coast. The obligations of REJ Realty, JGM, Jacobs Member and JG Gulf Coast to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or before the Closing Date of each of the following: (a) Accuracy of Representations and Warranties. The representations and warranties of CBL and CBL Member contained herein that are qualified by materiality shall be true and correct on and as of the Closing Date, and the representations and warranties that are not so qualified shall be true and complete in all material respects on and as of the Closing Date, in each case as if made on and as of such date, and CBL and CBL Member shall have executed and delivered to REJ Realty, JGM, Jacobs Member and JG Gulf Coast a certificate, dated as of the Closing Date, to such effect. (b) Covenants. The covenants and agreements of CBL and CBL Member to be performed on or prior to the Closing shall have been duly performed in all material respects, and CBL and CBL Member shall have executed and delivered to REJ Realty, JGM, Jacobs Member and JG Gulf Coast a certificate, dated as of the Closing Date, to such effect. 5.4 Not Applicable to the Unwind Closing. The foregoing Sections 5.1, 5.2 and 5.3 are conditions precedent to the respective Parties' obligations to proceed with the Closing only and, from and after the Closing, are not conditions precedent to the respective Parties' obligations to proceed with the Unwind Closing 10

ARTICLE 6 TERMINATION AND WAIVER 6.1 General. At any time prior to the Closing, this Agreement may be terminated and the transactions contemplated herein may be voided only as follows: (a) by written agreement of each of the Parties; (b) by Jacobs Member, on one hand, and by CBL Member, on the other hand, if a material breach of any provision of this Agreement (i) has been committed by the other or by one of the other's Affiliates that is a Party and such breach has not been cured and cannot reasonably be expected to be cured within thirty (30) Days after all other conditions to Closing set forth in Section 5.1 have been satisfied or (ii) has not otherwise been waived; (c) by any Party, by giving written notice of such termination to the other Party, if the Closing shall not have occurred on or prior to April 29, 2005, unless the failure of such occurrence shall be due to the delay or failure of the Party seeking to terminate this Agreement under this clause (c), or its Affiliates, to perform in all material respects each of its or their obligations under this Agreement required to be performed by it at or prior to the Closing; or

ARTICLE 6 TERMINATION AND WAIVER 6.1 General. At any time prior to the Closing, this Agreement may be terminated and the transactions contemplated herein may be voided only as follows: (a) by written agreement of each of the Parties; (b) by Jacobs Member, on one hand, and by CBL Member, on the other hand, if a material breach of any provision of this Agreement (i) has been committed by the other or by one of the other's Affiliates that is a Party and such breach has not been cured and cannot reasonably be expected to be cured within thirty (30) Days after all other conditions to Closing set forth in Section 5.1 have been satisfied or (ii) has not otherwise been waived; (c) by any Party, by giving written notice of such termination to the other Party, if the Closing shall not have occurred on or prior to April 29, 2005, unless the failure of such occurrence shall be due to the delay or failure of the Party seeking to terminate this Agreement under this clause (c), or its Affiliates, to perform in all material respects each of its or their obligations under this Agreement required to be performed by it at or prior to the Closing; or (d) by either Party, if there shall be in effect any law or regulation that prohibits the consummation of the Closing or if consummation of the Closing would violate any non-appealable final order, decree, injunction, or judgment of any Governmental Agency having competent jurisdiction. 6.2 Effect of Termination. In the event of the termination of this Agreement in accordance with this Article 6, this Agreement shall thereafter become null and void and of no further force or effect, and neither Party hereto shall have any liability to the other Party hereto or its Affiliates, directors, officers, or employees; except that this Section 6.2 and Sections 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7, 7.9 and 7.10 shall survive such termination; and except that nothing herein will relieve either Party from liability for any breach of this Agreement prior to such termination. The rights of termination provided in Section 6.1 may only be exercised prior to the Closing in accordance with their respective terms and, from and after the Closing, shall not apply to the exercise of the Unwind Right and the Unwind Closing. ARTICLE 7 MISCELLANEOUS 7.1 Notices. Any notices or other communications required or permitted to be given by this Agreement shall be given in writing and either (a) personally hand-delivered, (b) mailed by prepaid certified or registered mail, with return receipt requested, (c) sent by generally recognized overnight delivery service to the party to whom such notice or communication is directed with delivery fee prepaid, or (d) sent via telefax transmission. If personally delivered, notices or other communications shall be effective when received as evidenced by affidavit of the Person making such delivery; if sent by overnight courier delivery service, notices or other communications shall be deemed to have been received by the addressee on the next Day following the date so sent that is not 11

a Saturday, Sunday or a day upon which national banks located in Chattanooga, Tennessee or Cleveland, Ohio are permitted to be closed; if mailed, notices or other communications shall be deemed to have been received by the addressee on the date received, as evidenced by the return receipt; and if sent via telefax transmission, notices or other communications shall be deemed to have been received upon actual receipt by the Party to which such notices or other communications are addressed. The inability to make delivery because of changed address of which no notice was given or by reason of rejection or refusal to accept delivery of any notice shall be deemed to be receipt of the notice as of the date of such inability to deliver or rejection or refusal to accept. Any such notices shall be sent to the address of such Party as follows, or to such other address or facsimile number as such Party may designate by written notice in accordance with the provisions of this Section 7.1: If to REJ Realty, JGM or Jacobs Member, to:

a Saturday, Sunday or a day upon which national banks located in Chattanooga, Tennessee or Cleveland, Ohio are permitted to be closed; if mailed, notices or other communications shall be deemed to have been received by the addressee on the date received, as evidenced by the return receipt; and if sent via telefax transmission, notices or other communications shall be deemed to have been received upon actual receipt by the Party to which such notices or other communications are addressed. The inability to make delivery because of changed address of which no notice was given or by reason of rejection or refusal to accept delivery of any notice shall be deemed to be receipt of the notice as of the date of such inability to deliver or rejection or refusal to accept. Any such notices shall be sent to the address of such Party as follows, or to such other address or facsimile number as such Party may designate by written notice in accordance with the provisions of this Section 7.1: If to REJ Realty, JGM or Jacobs Member, to: JG Manager LLC c/o The Richard E. Jacobs Group, Inc. 25425 Center Ridge Road Cleveland, Ohio 44145-4122 Attention: President (440) 808-6903 (telefax) REJ Realty LLC c/o The Richard E. Jacobs Group, Inc. 25425 Center Ridge Road Cleveland, Ohio 44145-4122 Attention: President (440) 808-6903 (telefax) JG Gulf Coast Member LLC c/o The Richard E. Jacobs Group, Inc. 25425 Center Ridge Road Cleveland, Ohio 44145-4122 Attention: President (440) 808-6903 (telefax) with a copy (as to each of JGM, REJ Realty and Jacobs Member) to: General Counsel The Richard E. Jacobs Group, Inc. 25425 Center Ridge Road Cleveland, Ohio 44145-4122 (440) 808-6903(telefax) If to CBL or CBL Member, to: CBL & Associates Limited Partnership 12

2030 Hamilton Place Boulevard Suite 500, CBL Center Chattanooga, Tennessee 37421 Attention: Charles B. Lebovitz (423) 490-8662 (telefax) CBL/GULF COAST, LLC c/o CBL & Associates Limited Partnership 2030 Hamilton Place Boulevard Suite 500, CBL Center Chattanooga, Tennessee 37421 Attention: Charles B. Lebovitz (423) 490-8662 (telefax)

2030 Hamilton Place Boulevard Suite 500, CBL Center Chattanooga, Tennessee 37421 Attention: Charles B. Lebovitz (423) 490-8662 (telefax) CBL/GULF COAST, LLC c/o CBL & Associates Limited Partnership 2030 Hamilton Place Boulevard Suite 500, CBL Center Chattanooga, Tennessee 37421 Attention: Charles B. Lebovitz (423) 490-8662 (telefax) with a copy (as to each of CBL and CBL Member) to: CBL & Associates Limited Partnership 2030 Hamilton Place Boulevard Suite 500, CBL Center Chattanooga, Tennessee 37421 Attention: General Counsel (423) 490-8629 (telefax) and with a copy (as to each of CBL and CBL Member) to: Jeffery V. Curry, Esq. Shumacker Witt Gaither & Whitaker, P.C. 2030 Hamilton Place Blvd. Suite 210, CBL Center Chattanooga, Tennessee 37421 (423) 899-1278 (telefax) If to JG Gulf Coast, to each of CBL Member and Jacobs Member as set forth above, with a copy to: CBL & Associates Limited Partnership 2030 Hamilton Place Boulevard Suite 500, CBL Center Chattanooga, Tennessee 37421 Attention: General Counsel (423) 490-8629 (telefax) with a copy to: General Counsel The Richard E. Jacobs Group, Inc. 25425 Center Ridge Road 13

Cleveland, Ohio 44145-4122 (440) 808-6903(telefax) and with a copy to: Jeffery V. Curry, Esq. Shumacker Witt Gaither & Whitaker, P.C.

Cleveland, Ohio 44145-4122 (440) 808-6903(telefax) and with a copy to: Jeffery V. Curry, Esq. Shumacker Witt Gaither & Whitaker, P.C. 2030 Hamilton Place Blvd. Suite 210, CBL Center Chattanooga, Tennessee 37421 (423) 899-1278 (telefax) 7.2 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Ohio, including all matters of construction, validity, and performance but excluding all other choice of law and conflicts of law rules. 7.3 Entire Agreement; Amendment. Except as provided in Section 7.8 below, this Agreement, together with all Exhibits hereto, is the Parties' entire agreement with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the subject matter hereof. No modification to this Agreement will be binding unless in writing and signed by a duly authorized representative of each Party. 7.4 Section Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 7.5 Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, that provision shall be of no force and effect, but the illegality or non-enforceability of such provision shall have no effect upon and shall not impair the enforceability of any other provision of this Agreement. 7.6 Successors; No Third Party Beneficiaries. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and shall not confer any rights or remedies upon any other third party other than such successors and permitted assigns. This Agreement and the respective Parties' rights and obligations hereunder may not be assigned or transferred by any Party, directly or indirectly, or by operation of law, without the prior written consent of the other Parties hereto. 7.7 Expenses. Each Party shall pay its own expenses in connection with the negotiation and execution of this Agreement. 7.8 Confidentiality; Public Announcements. From the date hereof until the first to occur of the Closing and the termination of this Agreement in accordance with Article 6, the Parties will be bound by the provisions of Part VI of the Letter Agreement to the same extent as if it were rewritten in its entirety herein. 14

7.9 Survival. The representations and warranties contained in Article 2 shall survive the Closing until the expiration or earlier termination of the LLC Agreement. The representations and warranties contained in Article 3 shall survive for a period of one (1) year after the Closing. Subject to Section 6.2, the provisions of Section 4.2 and Article 7 shall survive the Closing until the termination of the LLC Agreement, the provisions of Section 4.3 shall survive in accordance with the terms of such Section, and the provisions of Sections 4.4 and 4.5 shall survive without limitation as to time. 7.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

7.9 Survival. The representations and warranties contained in Article 2 shall survive the Closing until the expiration or earlier termination of the LLC Agreement. The representations and warranties contained in Article 3 shall survive for a period of one (1) year after the Closing. Subject to Section 6.2, the provisions of Section 4.2 and Article 7 shall survive the Closing until the termination of the LLC Agreement, the provisions of Section 4.3 shall survive in accordance with the terms of such Section, and the provisions of Sections 4.4 and 4.5 shall survive without limitation as to time. 7.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. [Signatures on following page] 15

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the day and year first above written. REJ REALTY LLC
By: /s/ Judson E. Smith ------------------------------------------------Judson E. Smith, Executive Vice President

JG MANAGER LLC
By: /s/ Judson E. Smith ------------------------------------------------Judson E. Smith, Executive Vice President

JG GULF COAST TOWN CENTER LLC By JG Manager LLC, as Manager
By: /s/ Judson E. Smith ------------------------------------------------Judson E. Smith, Executive Vice President

JG GULF COAST MEMBER LLC
By: /s/ Judson E. Smith ------------------------------------------------Judson E. Smith, Executive Vice President

CBL & ASSOCIATES LIMITED PARTNERSHIP By: CBL Holdings I, Inc., its sole general partner
By: /s/ John N. Foy ------------------------------------------------John N. Foy Vice Chairman and Chief Financial Officer

CBL/GULF COAST, LLC

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the day and year first above written. REJ REALTY LLC
By: /s/ Judson E. Smith ------------------------------------------------Judson E. Smith, Executive Vice President

JG MANAGER LLC
By: /s/ Judson E. Smith ------------------------------------------------Judson E. Smith, Executive Vice President

JG GULF COAST TOWN CENTER LLC By JG Manager LLC, as Manager
By: /s/ Judson E. Smith ------------------------------------------------Judson E. Smith, Executive Vice President

JG GULF COAST MEMBER LLC
By: /s/ Judson E. Smith ------------------------------------------------Judson E. Smith, Executive Vice President

CBL & ASSOCIATES LIMITED PARTNERSHIP By: CBL Holdings I, Inc., its sole general partner
By: /s/ John N. Foy ------------------------------------------------John N. Foy Vice Chairman and Chief Financial Officer

CBL/GULF COAST, LLC By: CBL & Associates Limited Partnership, its sole member and chief manager By: CBL Holdings I, Inc., its sole general partner
By: /s/ John N. Foy ------------------------------------------------John N. Foy Vice Chairman and Chief Financial Officer

16

APPENDIX A

APPENDIX A DEFINITIONS "Affiliate" means, with respect to any Person, (i) any Person, which directly or indirectly, through one or more intermediaries, Controls, is controlled by, or is under common Control with, such Person and/or (ii) any Person, ten percent (10%) or more of the equity or beneficial interests of which are owned by such Person or owned by an Affiliate of such Person that is an Affiliate pursuant to clause (i) of this paragraph. Notwithstanding the definition of Affiliate set forth above, (A) EMJ Corporation, a Tennessee corporation, shall not be deemed an Affiliate of CBL for purposes of this Agreement, (B) JGM, REJ Realty and their Affiliates shall not be deemed Affiliates of CBL for purposes of this Agreement and (C) CBL and its Affiliates shall not be deemed Affiliates of JGM or REJ Realty for purposes of this Agreement. "Agreement" has the meaning set forth in the Preamble to this Agreement. "CBL" has the meaning set forth in the Preamble to this Agreement. "CBL Guaranteed Obligations" has the meaning set forth in Section 4.4 of this Agreement "CBL Member" has the meaning set forth in the Preamble to this Agreement. "CBL Member Initial Capital Contribution" means the sum of Forty Million Three Hundred Thirty-Four Thousand Nine Hundred Seventy-Eight Dollars ($40,334,978.00). "Closing" has the meaning set forth in Section 1.4 of this Agreement. "Closing Date" has the meaning set forth in Section 1.4 of this Agreement. "Control" or "Controlled by" means the power, directly or indirectly, to direct the actions, operation or management of another Person or business entity by contract, the ownership of voting rights or otherwise. "Entity" means any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization. "Governmental Agency" has the meaning set forth in Section 2.3 of this Agreement. "Jacobs Member" has the meaning set forth in the Preamble to this Agreement. "JG Gulf Coast" has the meaning set forth in the Preamble to this Agreement. "JGM" has the meaning set forth in the Preamble to this Agreement. "Letter Agreement" means that certain letter agreement, dated as of February 22, 2005, by and between The Richard E. Jacobs Group, Inc. and CBL & Associates Properties, Inc. A-1 17

"LLC Agreement" means that certain Amended and Restated Limited Liability Agreement of JG Gulf Coast, to be entered into as of the Closing Date, by and among REJ Realty, JGM and CBL Member, and the other exhibits and schedules attached to and incorporated therein, in the form of Exhibit A attached hereto and made a part hereof. "Original Proposed Tenant" has the meaning set forth in the definition of "Required Post-Closing Approvals." "Parties" means REJ Realty, JGM, Jacobs Member, JG Gulf Coast, CBL, and CBL Member, and "Party" means any one of them.

"LLC Agreement" means that certain Amended and Restated Limited Liability Agreement of JG Gulf Coast, to be entered into as of the Closing Date, by and among REJ Realty, JGM and CBL Member, and the other exhibits and schedules attached to and incorporated therein, in the form of Exhibit A attached hereto and made a part hereof. "Original Proposed Tenant" has the meaning set forth in the definition of "Required Post-Closing Approvals." "Parties" means REJ Realty, JGM, Jacobs Member, JG Gulf Coast, CBL, and CBL Member, and "Party" means any one of them. "Person" means any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such "Person", where the context so permits. "Proposed Replacement Tenant" has the meaning set forth in the definition of "Required Post-Closing Approvals." "Property Management Agreement" means that certain Property Management Agreement, to be entered into as of the Closing Date, by and among CBL Manager and JG Gulf Coast, in the form of Exhibit G to the form of the LLC Agreement. "REJ Realty" has the meaning set forth in the Preamble to this Agreement. "REJ Realty Guaranteed Obligations" has the meaning set forth in Section 4.5 of this Agreement. "Required Post-Closing Approvals" means each of the following: (a) approval by Target, Bass Pro, Belk and JCPenney of the Phase One Site Plan and the Phase Two Site Plan and amendments to existing agreements and documents and draft documents relating to such Persons; (b) approval by the appropriate Governmental Agencies of Lee County, Florida of the Phase One Site Plan and the Phase Two Site Plan and necessary phasing and permitting and related amendments to existing documents and agreements with such Governmental Agencies; (c) all required approvals from Target and the appropriate Governmental Agencies of Lee County, Florida respecting the Phase One Site Plan and the Phase Two Site Plan and related phasing and permitting necessary to obtain certificates of occupancy for tenants in Phase One (from and including Target to and including Regal Cinema), as depicted on the Phase One Site Plan; (d) all necessary permits from the U.S. Army Corps of Engineers and the South Florida Water Management District, and all related easements and access rights, necessary to provide an entry drive to the Project from Alico Road. Except as provided in the last sentence in this definition, if any proposed Anchor or other tenant named or referred to in this definition (each, an "Original Proposed Tenant") is replaced with another proposed Anchor or tenant (each, a "Proposed Replacement Tenant") prior to the obtaining of all the Required Post-Closing Approvals that relate to such Original Proposed Tenant, references in such definition to the Original Proposed Tenant shall be deemed to refer to the Proposed Replacement Tenant, if the Proposed Replacement Tenant has similar approval rights with respect to the corresponding Required Post-Closing Approvals. Notwithstanding the immediately A-2 18

preceding sentence in this definition, if any Original Proposed Tenant releases, waives or forfeits its rights to give the Required Post-Closing Approvals that relate to it, whether pursuant to or in violation of any agreements between such Original Proposed Tenant and JG Gulf Coast or any of its Affiliates, prior to the obtaining of all the Required Post-Closing Approvals that relate to such Original Proposed Tenant, and the Original Proposed Tenant is not replaced by a Proposed Replacement Tenant prior to the date that is six (6) months prior to the Second Anniversary, there shall be no Required Post-Closing Approvals with respect to either the Original Proposed Tenant or the Proposed Replacement Tenant, if any. "Second Anniversary" has the meaning set forth in Section 4.3 of this Agreement. "Unwind Closing" has the meaning set forth in Section 4.3 of this Agreement.

preceding sentence in this definition, if any Original Proposed Tenant releases, waives or forfeits its rights to give the Required Post-Closing Approvals that relate to it, whether pursuant to or in violation of any agreements between such Original Proposed Tenant and JG Gulf Coast or any of its Affiliates, prior to the obtaining of all the Required Post-Closing Approvals that relate to such Original Proposed Tenant, and the Original Proposed Tenant is not replaced by a Proposed Replacement Tenant prior to the date that is six (6) months prior to the Second Anniversary, there shall be no Required Post-Closing Approvals with respect to either the Original Proposed Tenant or the Proposed Replacement Tenant, if any. "Second Anniversary" has the meaning set forth in Section 4.3 of this Agreement. "Unwind Closing" has the meaning set forth in Section 4.3 of this Agreement. "Unwind Closing Date" has the meaning set forth in Section 4.3 of this Agreement. "Unwind Notice" has the meaning set forth in Section 4.3 of this Agreement.
"Unwind Purchase Agreement. "Unwind Option Agreement. Price" has the meaning set forth in Section 4.3 of this

Period"

has the

meaning

set

forth

in

Section

4.3 of this

"Unwind Right" has the meaning set forth in Section 4.3 of this Agreement. A-3 19

EXHIBIT A The LLC Agreement 20

EXHIBIT B Environmental Reports 21

Exhibit 31.1 CERTIFICATION I, Charles B. Lebovitz, certify that: (1) I have reviewed this quarterly report on Form 10-Q of CBL & Associates Properties, Inc.; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; (3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of,

EXHIBIT A The LLC Agreement 20

EXHIBIT B Environmental Reports 21

Exhibit 31.1 CERTIFICATION I, Charles B. Lebovitz, certify that: (1) I have reviewed this quarterly report on Form 10-Q of CBL & Associates Properties, Inc.; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; (3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; (4) The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and (5) The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial

EXHIBIT B Environmental Reports 21

Exhibit 31.1 CERTIFICATION I, Charles B. Lebovitz, certify that: (1) I have reviewed this quarterly report on Form 10-Q of CBL & Associates Properties, Inc.; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; (3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; (4) The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and (5) The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 9, 2005

Exhibit 31.1 CERTIFICATION I, Charles B. Lebovitz, certify that: (1) I have reviewed this quarterly report on Form 10-Q of CBL & Associates Properties, Inc.; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; (3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; (4) The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and (5) The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 9, 2005 /s/ Charles B. Lebovitz -------------------------------------------Charles B. Lebovitz, Chief Executive Officer

Exhibit 31.2 CERTIFICATION I, John N. Foy, certify that: (1) I have reviewed this quarterly report on Form 10-Q of CBL & Associates Properties, Inc.; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; (3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; (4) The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and (5) The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 9, 2005 /s/ John N. Foy ----------------------------------John N. Foy, Chief Financial Officer

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of CBL & ASSOCIATES PROPERTIES, INC. (the "Company") on Form 10-Q for the six months ending June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Charles B. Lebovitz, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350 (as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002), that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Charles B. Lebovitz -----------------------------------Charles B. Lebovitz, Chief Executive Officer August 9, 2005 -----------------------------------Date

Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of CBL & ASSOCIATES PROPERTIES, INC. (the "Company") on Form 10-Q for the six months ending June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John N. Foy, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350 (as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002), that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ John N. Foy -----------------------------------John N. Foy, Vice Chairman of the Board, Chief Financial Officer and Treasurer August 9, 2005 -----------------------------------Date

Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of CBL & ASSOCIATES PROPERTIES, INC. (the "Company") on Form 10-Q for the six months ending June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John N. Foy, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350 (as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002), that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ John N. Foy -----------------------------------John N. Foy, Vice Chairman of the Board, Chief Financial Officer and Treasurer August 9, 2005 -----------------------------------Date