Common use of Capital Accounts of the Partners Clause in Contracts

Capital Accounts of the Partners. 1.1 The Partnership shall maintain for each Partner a separate Capital Account in accordance with the rules of Regulations Section l.704-l(b)(2)(iv). Such Capital Account shall be increased by (a) the amount of all Capital Contributions and any other deemed contributions made by such Partner to the Partnership pursuant to the Fifth Amended and Restated Agreement of Limited Partnership of CBL & Associates Limited Partnership, as may be further amended (the “Partnership Agreement”), and (b) all items of Partnership income and gain (including income and gain exempt from tax) computed in accordance with Section 1.2 hereof and allocated to such Partner pursuant to Section 6.1 and Exhibit C of the Partnership Agreement, and decreased by (i) the amount of cash or Agreed Value of all actual and deemed distributions of cash or property made to such Partner pursuant to the Partnership Agreement and (ii) all items of Partnership deduction and loss computed in accordance with Section 1.2 hereof and allocated to such Partner pursuant to Section 6.1 and Exhibit C of the Partnership Agreement.

Capital Accounts of the Partners. 1.1 A. The Partnership shall maintain for each Partner a separate Capital Account in accordance with the rules of Regulations Section l.7041.704-l(b)(2)(iv1(b)(2)(iv). Such Capital Account shall be increased by (ai) the amount of all Capital Contributions and any other deemed contributions made by such Partner to the Partnership pursuant to this Agreement and (ii) such Partner's share of Net Income allocated to such Partner pursuant to Section 6.1.A of the Fifth Amended Agreement, all items of Partnership income and Restated Agreement gain allocated to such Partner pursuant to Section 6.3 of Limited Partnership of CBL & Associates Limited Partnership, as may be further amended (the “Partnership Agreement”), and (b) all items of Partnership income and gain (including income and gain exempt from tax) computed in accordance with Section 1.2 1.B hereof and allocated to such Partner pursuant to Section 6.1 and Exhibit C of the Partnership Agreementhereof, and decreased by (ix) the amount of cash or Agreed Net Asset Value of all actual and deemed distributions of cash or property made to such Partner pursuant to the Partnership this Agreement and (iiy) such Partner's share of Net Loss allocated to such Partner pursuant to Section 6.1.A of the Agreement, all items of Partnership deduction and loss allocated to such Partner pursuant to Section 6.3 of the Agreement, and all items of Partnership deduction and loss computed in accordance with Section 1.2 1.B hereof and allocated to such Partner pursuant to Section 6.1 and Exhibit C of the Partnership Agreementhereof.

Capital Accounts of the Partners. 1.1 A. The Partnership shall maintain for each Partner (and, to the extent necessary to effectuate the provisions of this Agreement, for each Partner’s interest in a specific class or series (or specified group of classes and/or series)) a separate Capital Account in accordance with the rules of Regulations Section l.7041.704-l(b)(2)(iv1(b)(2)(iv). Such Capital Account shall be increased by (ai) the amount of all Capital Contributions and any other deemed contributions made by such Partner to the Partnership pursuant to the Fifth Amended and Restated Agreement of Limited Partnership of CBL & Associates Limited Partnership, as may be further amended (the “Partnership Agreement”), ; and (bii) all items of Partnership income and gain (including income and gain exempt from tax) computed in accordance with Section 1.2 1.B hereof and allocated to such Partner pursuant to Section 6.1 6.1(a) of the Agreement and Exhibit C B of the Partnership Agreement, and decreased by (ix) the amount of cash or Agreed Value of all actual and deemed distributions of cash or property made to such Partner pursuant to the Partnership Agreement Agreement, and (iiy) all items of Partnership deduction and loss computed in accordance with Section 1.2 1.B hereof and allocated to such Partner pursuant to Section 6.1 6.1(b) of the Agreement and Exhibit C of the Partnership AgreementB hereof.

Capital Accounts of the Partners. 1.1 A. The Partnership shall maintain for each Partner a separate Capital Account in accordance with the rules of Regulations Section l.7041.704-l(b)(2)(iv1(b)(2)(iv). Such Capital Account shall be increased by (ai) the amount of all Capital Contributions and any other deemed contributions made by such Partner to the Partnership pursuant to this Agreement and (ii) such Partner’s share of Net Income allocated to such Partner pursuant to Section 6.1.A of the Fifth Amended Agreement, all items of Partnership income and Restated Agreement gain allocated to such Partner pursuant to Section 6.3 of Limited Partnership of CBL & Associates Limited Partnership, as may be further amended (the “Partnership Agreement”), and (b) all items of Partnership income and gain (including income and gain exempt from tax) computed in accordance with Section 1.2 1.B hereof and allocated to such Partner pursuant to Section 6.1 and Exhibit C of the Partnership Agreementhereof, and decreased by (ix) the amount of cash or Agreed Net Asset Value of all actual and deemed distributions of cash or property made to such Partner pursuant to the Partnership this Agreement and (iiy) such Partner’s share of Net Loss allocated to such Partner pursuant to Section 6.1.A of the Agreement, all items of Partnership deduction and loss allocated to such Partner pursuant to Section 6.3 of the Agreement, and all items of Partnership deduction and loss computed in accordance with Section 1.2 1.B hereof and allocated to such Partner pursuant to Section 6.1 and Exhibit C of the Partnership Agreementhereof.