Common use of Conditions Precedent to Closing and Funding Initial Advance Clause in Contracts

Conditions Precedent to Closing and Funding Initial Advance. The obligation of the Bank to fund the initial Revolving Credit Loan Advance hereunder is subject to the condition precedent that the Bank shall have received, on or before the Closing Date, all of the following in form and substance satisfactory to the Bank: (a) This Loan Agreement. (b) The Note, the Lakeshore Note and the Lakes Mall Note. (c) The CBL Mortgage, together with a title commitment from a title insurance company acceptable to the Bank, providing for the issuance of a mortgagee's loan policy insuring the lien of the CBL Mortgage, in form, substance and amount satisfactory to the Bank, containing no exceptions which are unacceptable to the Bank, and containing such endorsements as the Bank may require. (d) Current financial statements of the Borrower in form satisfactory to the Bank to be held by the Bank in strict confidence. (e) Certified copy of Borrower's limited partnership agreement and certificate of limited partnership, and all amendments thereto and a certificate of existence for the Borrower, which the Bank acknowledges it has previously received. (f) Certified corporate resolutions of Borrower's general partner, and certificate(s) of existence for Borrower's general partner from the state of its incorporation and such other states as Bank shall require, together with a copy of the charter and bylaws of the Borrower's general partner. (g) The opinion of counsel for Borrower and the Borrower's general partner, that the transactions herein contemplated have been duly authorized by all requisite corporate, partnership and/or limited liability authority, that this Loan Agreement and the other instruments and documents herein referred to have been duly authorized, validly executed and are in full force and effect, and pertaining to such other matters as the Bank may require. (h) A certificate from an insurance company, satisfactory to Bank, setting forth the information concerning insurance which is required by Section 6.3 of this Loan Agreement; or, if the Bank shall so require, certified copies of the original insurance policies evidencing such insurance, all of which the Bank acknowledges it has previously received. (i) Environmental audits of the properties described in the CBL Mortgage. (j) Current surveys of the property subject to the CBL Mortgage, indicating the location of all building lines, easements (visible, reflected in the public records or otherwise) and any existing improvements or encroachments, which survey shall contain no set of facts objectionable to the Bank and shall be accompanied by the Bank's usual survey certificate. (k) Copies of the appraisals of the real estate described in Exhibit "A" attached hereto. (l) The Guaranty Agreements of the Borrower guarantying the indebtedness evidenced by the Lakeshore Note and the Lakes Mall Note and of CBL Properties, Inc. guarantying the Loan. (m) All the items and information shown on the Checklist for Closing, a copy of which is attached hereto and marked Exhibit "D".

Conditions Precedent to Closing and Funding Initial Advance. The obligation of the Bank to fund the initial Revolving Credit Loan Advance advance hereunder is subject to the condition precedent that the Bank shall have received, on or before the Closing Date, all of the following in form and substance satisfactory to the Bank: (a) This Loan AgreementPromissory Note (the “Note”) from the Borrower payable to the order of the Bank in the principal amount of Thirty-Two Million Dollars ($32,000,000.00). (b) The Note, Security Agreements of the Lakeshore Note Borrowing Base Obligors and the Lakes Mall NoteBorrower dated of even date herewith, pledging all of their Accounts Receivable as collateral security for the Loan. (c) The CBL Mortgage, together with a title commitment from a title insurance company acceptable to the Bank, providing for the issuance of a mortgagee's loan policy insuring the lien Guaranties of the CBL Mortgage, in form, substance and amount satisfactory to the Bank, containing no exceptions which are unacceptable to the Bank, and containing such endorsements as the Bank may requireBorrowing Base Obligors dated of even date herewith. (d) Current financial statements The Subordination Agreement (the prior receipt of the Borrower in form satisfactory to the Bank to be held which is acknowledged by the Bank in strict confidenceBank). (e) Certified copy Such Uniform Commercial Code Financing Statements as the Bank may require in order to give record notice of Borrower's limited partnership agreement and certificate of limited partnershipits security interest in the items listed as collateral in the Security Agreements, and Borrower shall reimburse Bank for all amendments thereto recording fees and a certificate of existence taxes for the Borrower, which the Bank acknowledges it has previously receivedrecording of such Financing Statements. (f) Certified corporate resolutions of Borrower's general partnerBorrower and the Borrowing Base Obligors, and certificate(s) of existence good standing for Borrower's general partner Borrower and the Borrowing Base Obligors from the state of its incorporation and such other states as Bank shall require, together with a copy of the charter and bylaws of the Borrower's general partnerBorrower and the charters of the Borrowing Base Obligors. (g) UCC lien searches from such recording officers as Bank shall specify, evidencing the priority of the Bank’s lien(s) under the Security Agreements over any other liens or encumbrances. (h) The opinion of counsel for Borrower Borrower’s and the Borrower's general partner, Borrowing Base Obligors’ counsel that the transactions herein contemplated have been duly authorized by all requisite corporate, partnership and/or limited liability corporate authority, that this Loan Agreement and the other instruments and documents herein referred to have been duly authorized, validly executed and are in full force and effect, and pertaining to such other matters as the Bank may require. (hi) A certificate from an insurance company, satisfactory to Bank, setting forth the Such other information concerning insurance which is required by Section 6.3 of this Loan Agreement; or, if the and documentation as Bank shall so require, certified copies reasonably deem to be necessary or desirable in connection with the funding of the original insurance policies evidencing such insurance, all of which the Bank acknowledges it has previously received. (i) Environmental audits of the properties described in the CBL Mortgage. (j) Current surveys of the property subject to the CBL Mortgage, indicating the location of all building lines, easements (visible, reflected in the public records or otherwise) and any existing improvements or encroachments, which survey shall contain no set of facts objectionable to the Bank and shall be accompanied by the Bank's usual survey certificate. (k) Copies of the appraisals of the real estate described in Exhibit "A" attached hereto. (l) The Guaranty Agreements of the Borrower guarantying the indebtedness evidenced by the Lakeshore Note and the Lakes Mall Note and of CBL Properties, Inc. guarantying the Loan. (m) All the items and information shown on the Checklist for Closing, a copy of which is attached hereto and marked Exhibit "D".

Conditions Precedent to Closing and Funding Initial Advance. The obligation of the Bank to fund the initial Revolving Credit Loan Advance hereunder is subject to the condition precedent that the Bank shall have received, on or before the Closing Date, all of the following in form and substance satisfactory to the Bank: (a) This Loan Agreement. (b) The Note, A current 10K and 10Q of the Lakeshore Note and the Lakes Mall NoteBorrower. (c) The CBL Mortgage, together with a title commitment from a title insurance company acceptable to the Bank, providing for the issuance of a mortgagee's loan policy insuring the lien of the CBL Mortgage, in form, substance and amount satisfactory to the Bank, containing no exceptions which are unacceptable to the Bank, and containing such endorsements as the Bank may require. (d) Current financial statements of the Borrower in form satisfactory to the Bank to be held by the Bank in strict confidence. (e) Certified copy of Borrower's limited ’s charters, articles of incorporation, articles of formation, by-laws, operating agreements, partnership agreement agreements and certificate certificates of limited partnership, and all amendments thereto and a certificate of existence for the Borrower, which the Bank acknowledges it has previously receivedthereto. (fd) Certified corporate resolutions or consents of Borrower's general partner, and certificate(s) of existence good standing for Borrower's general partner Borrower from the state of its incorporation formation and certificates of existence in each jurisdiction where Borrower is qualified to do business. (e) UCC lien searches from such other states recording offices as Bank shall require, together with a copy of the charter and bylaws of the Borrower's general partnerspecify. (gf) The opinion of counsel for Borrower and the Borrower's general partner, that the transactions herein contemplated have been duly authorized by all requisite corporate, partnership and/or or limited liability company authority, that this Loan Agreement and the other instruments and documents herein referred to have been duly authorized, validly executed and are in full force and effect, and pertaining to such other matters as the Bank may reasonably require. (hg) A certificate from an insurance companybroker, reasonably satisfactory to Bank, Bank setting forth the information concerning insurance which is required by Section 6.3 of this Loan Agreement; or, if the Bank shall so require, certified copies of the original insurance policies evidencing such insurance, all of which the Bank acknowledges it has previously received. (ih) Environmental audits Such other information and documentation as Bank shall deem to be necessary or desirable in its reasonable credit judgment in connection with the funding of the properties described in the CBL Mortgage. (j) Current surveys of the property subject Loan, including but not limited to the CBL Mortgage, indicating the location of all building lines, easements (visible, reflected in the public records or otherwise) and any existing improvements or encroachments, which survey shall contain no set of facts objectionable to the Bank and shall be accompanied by the Bank's usual survey certificate. (k) Copies of the appraisals of the real estate described in Exhibit "A" attached hereto. (l) The Guaranty Agreements of the Borrower guarantying the indebtedness evidenced by the Lakeshore Note and the Lakes Mall Note and of CBL Properties, Inc. guarantying the Loan. (m) All the items and information shown on the Checklist for Closing, a copy of which is attached hereto and hereto, marked Exhibit "D"“B” and made a part hereof.

Conditions Precedent to Closing and Funding Initial Advance. The obligation of the Bank to fund the initial Revolving Credit Loan Advance hereunder after the date of this Loan Agreement is subject to the condition precedent that the Bank shall have received, on or before the Closing Date, all of the following in form and substance satisfactory to the Bank: (a) This Loan Agreement. (b) The Note, the Lakeshore Note and the Lakes Mall Note. (c) The CBL Mortgage, together with a title commitment from a title insurance company acceptable to the Bank, providing for the issuance of a mortgagee's loan policy insuring the lien of the CBL Mortgage, in form, substance and amount satisfactory to the Bank, containing no exceptions which are unacceptable to the Bank, and containing such endorsements as the Bank may require. (d) Current financial statements of the Borrower in form satisfactory to the Bank to be held by the Bank in strict confidenceBank. (e) Certified copy Copies of Borrower's the limited partnership agreement and certificate agreements, certificates of limited partnership, charters, bylaws, articles of organization and operating agreements for all amendments thereto Loan Parties and a certificate of existence for the Borrower, Related Entities (which the Bank acknowledges it has previously received), and all amendments thereto, and current certificates of existence and certificates of authority for all Loan Parties and Related Entities. (f) Certified Copies of corporate resolutions of Borrower's general partner, and certificate(s) of existence for Borrower's general partner from the state of its incorporation all Loan Parties and such other states as Bank shall require, together with a copy of the charter and bylaws of the Borrower's general partnerRelated Entities. (g) The opinion of counsel for Borrower all Loan Parties and the Borrower's general partnerRelated Entities, that the transactions herein contemplated have been duly authorized by all requisite corporate, partnership and/or limited liability company authority, that this Loan Agreement and the other instruments and documents herein referred to have been duly authorized, validly executed and are in full force and effect, and pertaining to such other matters as the Bank may require. (h) A certificate from an insurance company, satisfactory to Bank, setting forth the information concerning insurance which is required by Section 6.3 of this Loan Agreement; or, if the Bank shall so require, certified copies of the original insurance policies evidencing such insurance, all of which the Bank acknowledges it has previously received. (i) Environmental audits of the properties described in the CBL Mortgage, to the extent they have not been previously provided to Bank. (j) Current surveys Surveys of the College Square, Walnut Square and Shoppes at Xxxxxxxx Place property subject to the CBL Mortgage, indicating the location of all building lines, easements (visible, reflected in the public records or otherwise) and any existing improvements or encroachments, which survey surveys shall contain no set of facts objectionable to the Bank and shall be accompanied by the Bank's usual survey certificate. (k) Copies of the appraisals of the real estate described in Exhibit "A" attached hereto. (l) The Guaranty Agreements Agreement of the Borrower Parent guarantying the indebtedness evidenced by Loan (the Lakeshore Note and the Lakes Mall Note and of CBL Properties, Inc. guarantying the Loan"Guaranty Agreements"). (m) All the items and information shown on the Checklist for Closing, a copy of which is attached hereto and marked Exhibit "D".

Conditions Precedent to Closing and Funding Initial Advance. The obligation of the Bank Lender to fund the initial Revolving Credit Loan Advance advance hereunder is subject to the condition precedent that the Bank Lender shall have received, on or before the Closing Date, all of the following in form and substance satisfactory to the BankLender: (a) This Loan Agreement. (b) The Note, the Lakeshore Note and the Lakes Mall Note. (c) The CBL Mortgage, together with a title commitment from a title insurance company acceptable to the Bank, providing for the issuance of a mortgagee's loan policy insuring the lien of the CBL Mortgage, in form, substance and amount satisfactory to the Bank, containing no exceptions which are unacceptable to the Bank, and containing such endorsements as the Bank may requirePledge Agreement. (d) Current financial statements Such Uniform Commercial Code Financing Statements as the Lender may require in order to give record notice of its security interest in the Borrower Collateral, accompanied by Borrower’s funds in form satisfactory an amount sufficient to pay all recording fees and taxes for the Bank to be held by the Bank in strict confidencerecording of such Financing Statements. (e) Certified copy of Borrower's limited partnership agreement and certificate of limited partnership, and all amendments thereto and a certificate of existence for the Borrower, which the Bank acknowledges it has previously received[intentionally deleted]. (f) Certified corporate resolutions of Borrower's general partner, and certificate(s) of existence good standing for Borrower's general partner , from the state State of its incorporation organization and such other states States as Bank Lender shall require, together with a copy of the charter and bylaws organizational documents of the Borrower's general partner. (g) The UCC lien searches from such recording offices as Lender shall specify, evidencing the priority of the Lender’s Lien(s) under the Security Documents over any other Liens or encumbrances. (h) If required by Lender, the opinion of counsel for Borrower and the Borrower's general partner, that the transactions herein contemplated have been duly authorized by all requisite corporate, partnership and/or limited liability corporate authority, that this Loan Agreement and the other instruments and documents herein referred to have been duly authorized, validly executed and are in full force and effect, and pertaining to such other matters as the Bank Lender may require. (h) A certificate from an insurance company, satisfactory to Bank, setting forth the information concerning insurance which is required by Section 6.3 of this Loan Agreement; or, if the Bank shall so require, certified copies of the original insurance policies evidencing such insurance, all of which the Bank acknowledges it has previously received. (i) Environmental audits of the properties described in the CBL Mortgage[intentionally deleted]. (j) Current surveys The Borrower shall have provided to the Lender the documentation and other information requested by the Lender in order to comply with requirements of the property subject to the CBL Mortgage, indicating the location of all building lines, easements (visible, reflected in the public records or otherwise) and any existing improvements or encroachments, which survey shall contain no set of facts objectionable to the Bank and shall be accompanied by the Bank's usual survey certificatePATRIOT Act. (k) Copies Establishment of the appraisals Pledged Accounts by Borrower with Lender; with the balance of the real estate described in Exhibit "A" attached heretoNon-Interest Bearing Account equaling the amount of the initial advance funded at closing and the Interest Bearing Account balance equaling the difference between the foregoing and Twenty Million Dollars ($20,000,000.00). (l) The Guaranty Agreements of the Borrower guarantying the indebtedness evidenced by the Lakeshore Note and the Lakes Mall Note and of CBL Properties, Inc. guarantying the Loan[intentionally deleted]. (m) All the items and information shown on the Checklist for Closing, a copy of which is attached hereto and marked Exhibit "D".

Conditions Precedent to Closing and Funding Initial Advance. The obligation of the Bank to fund the initial Revolving Credit Loan Advance hereunder is subject to the condition precedent that the Bank shall have received, on or before the Closing DateDate (unless otherwise provided herein), all of the following in form and substance satisfactory to the Bank: (a) This Loan Agreement. (b) The Revolving Credit Note (the "Revolving Credit Note, ") from the Lakeshore Note Borrower payable to the order of the Bank in the principal amount of Seventeen Million and the Lakes Mall Note00/100 Dollars ($17,000,000.00). (c) The CBL MortgageSecurity Agreement (the "Security Agreement") of the Borrower, pledging all of its inventory, general intangibles, machinery, equipment, and rotable aircraft components and spare parts (but excluding aircraft) as collateral security for the Revolving Credit Loan, together with a title commitment from a title insurance company acceptable to the Bank, providing for the issuance of a mortgagee's loan policy insuring the lien of the CBL Mortgage, in form, substance and amount satisfactory to the Bank, containing no exceptions which are unacceptable to the Bank, and containing such endorsements financing statements as the Bank may requirerequire to perfect its security interest therein. (d) The Guaranty Agreement of the Guarantor, unconditionally guaranteeing indebtednesses of the Borrower under the Loan Documents in amounts not to exceed the principal sum of SEVENTEEN MILLION and 00/100 Dollars ($17,000,000.00) plus interest and costs of collection. (e) The Negative Pledge Agreements (each a "Negative Pledge Agreement") of the Borrower and of the Guarantor, whereby each shall pledge not to encumber its Accounts Receivable and Chattel Paper. (f) Current financial statements of the Borrower and Guarantor in form satisfactory to the Bank to be held by the Bank in strict confidenceBank. (e) Certified copy of Borrower's limited partnership agreement and certificate of limited partnership, and all amendments thereto and a certificate of existence for the Borrower, which the Bank acknowledges it has previously received. (fg) Certified corporate resolutions of Borrower's general partner, and certificate(s) of existence good standing for Borrower's general partner Borrower from the state of its incorporation and such other states as Bank shall require, together with a copy of the charter and bylaws of the Borrower's general partner. (g) The opinion of counsel for Borrower and the Borrower's general partner, that the transactions herein contemplated have been duly authorized by all requisite corporate, partnership and/or limited liability authority, that this Loan Agreement and the other instruments and documents herein referred to have been duly authorized, validly executed and are in full force and effect, and pertaining to such other matters as the Bank may require. (h) Certified corporate resolutions of the Guarantor, and a certificate of good standing from the State of Delaware. (i) UCC lien searches and Federal Aviation Administration lien searches from such recording offices as Bank shall specify, evidencing that there are no liens which have priority over the Bank's lien being granted under the Security Agreement. (j) A certificate from an insurance companybroker, satisfactory to Bank, Bank setting forth the information concerning insurance which is required by Section 6.3 of this Loan Agreement; or, if the Bank shall so require, certified copies of the original insurance policies evidencing such insurance, all of which the Bank acknowledges it has previously received. (i) Environmental audits of the properties described in the CBL Mortgage. (j) Current surveys of the property subject to the CBL Mortgage, indicating the location of all building lines, easements (visible, reflected in the public records or otherwise) and any existing improvements or encroachments, which survey shall contain no set of facts objectionable to the Bank and shall be accompanied by the Bank's usual survey certificate. (k) Copies An independent market evaluation or appraisal of Borrower's rotable aircraft component inventories, prepared by S H & E, Inc., showing a minimum appraised value of not less than Twenty-Five Million Dollars ($25,000,000.00). The delivery of such appraisal shall not be a condition to the closing of the appraisals Revolving Credit Loan as described herein, but shall be a condition to the initial funding of any advances or the real estate described in Exhibit "A" attached heretoissuance of any Letters of Credit under the Revolving Credit Loan. Borrower agrees to use its commercially reasonable best efforts to deliver such appraisal to the Bank by June 30, 2005. (l) The Guaranty Agreements Such other information and documentation as Bank shall deem to be necessary or desirable in connection with the funding of the Borrower guarantying the indebtedness evidenced by the Lakeshore Note and the Lakes Mall Note and of CBL Properties, Inc. guarantying the Loan. (m) All the items and information shown on the Checklist for Closing, a copy of which is attached hereto and marked Exhibit "D".

Conditions Precedent to Closing and Funding Initial Advance. The obligation of the Bank to close the Loan and fund the initial Revolving Credit Loan Advance advance hereunder is subject to the condition precedent that the Bank shall have received, on or before the Closing Date, Date shall have received all of the following in form and substance satisfactory to the Bank: (a) This Loan Agreement. (b) The Note, the Lakeshore Note and the Lakes Mall Note. (c) The CBL Mortgage, together with a title commitment from a title insurance company acceptable to the Bank, providing for the issuance of a mortgagee's loan policy insuring the lien of the CBL Mortgage, in form, substance and amount satisfactory to the Bank, containing no exceptions which are unacceptable to the Bank, and containing such endorsements as the Bank may requireSecurity Agreement. (d) Current financial statements of the Borrower in form satisfactory to Such Uniform Commercial Code Financing Statements as the Bank may require in order to be held give record notice of its security interest in the items listed as collateral in the Security Agreement, accompanied by the Bank Borrower's check in strict confidencean amount sufficient to pay all recording fees and taxes for the recording of such Financing Statements. (e) Certified copy The Guaranties of Borrowerthe Guarantors on the Bank's limited partnership agreement and certificate of limited partnership, and all amendments thereto and a certificate of existence for the Borrower, which the Bank acknowledges it has previously receivedstandard form. (f) Certified corporate resolutions of Borrower's general partnerthe Borrower and the Entity Guarantor, and certificate(s) of existence good standing for Borrower's general partner the Borrower and the Entity Guarantor from the state respective states of its their incorporation and such other states as Bank shall require, together with a copy of the charter and bylaws of the Borrower's general partnerBorrower and the Entity Guarantor. (g) UCC lien searches from such recording offices as Bank shall specify, evidencing the priority of the Bank's lien(s) under the Security Agreements over any other liens or encumbrances. (h) The opinion of counsel for Borrower and the Borrower's general partner, counsel that the transactions herein contemplated have been duly authorized by all requisite corporate, partnership and/or limited liability corporate authority, that this Loan Agreement and the other instruments and documents herein referred to have been duly authorized, validly executed and are in full force and effect, and pertaining to such other matters as the Bank may require. (h) A certificate from an insurance company, satisfactory to Bank, setting forth the information concerning insurance which is required by Section 6.3 of this Loan Agreement; or, if the Bank shall so require, certified copies of the original insurance policies evidencing such insurance, all of which the Bank acknowledges it has previously received. (i) Environmental audits Such landlord waivers or mortgagee waivers as Bank may require from any landlords or mortgagees who have or may claim any lien upon or security interest in any of the properties collateral described in the CBL MortgageSecurity Agreements. (j) Current surveys of the property subject to the CBL Mortgage, indicating the location of all building lines, easements (visible, reflected in the public records or otherwise) and any existing improvements or encroachments, which survey shall contain no set of facts objectionable to the Bank and shall be accompanied by the Bank's usual survey certificate. (k) Copies of the appraisals of the real estate described in Exhibit "A" attached hereto. (l) The Guaranty Agreements of the Borrower guarantying the indebtedness evidenced by the Lakeshore Note and the Lakes Mall Note and of CBL Properties, Inc. guarantying the Loan. (m) All the items and information shown on the Checklist for Closing, a copy of which is attached hereto and marked Exhibit "D".

Conditions Precedent to Closing and Funding Initial Advance. The obligation of the Bank to fund the initial Revolving Credit Loan Advance hereunder is subject to the condition precedent that the Bank shall have received, on or before the Closing Date, all of the following in form and substance satisfactory to the Bank: (a) This Loan Agreement. (b) The Note, the Lakeshore Note and the Lakes Mall Note. (c) The Lakeshore Note. (d) The CBL Mortgage, the Lakeshore Mortgage together with a title commitment from a title insurance company acceptable to the Bank, 16 providing for the issuance of a mortgagee's loan policy insuring the lien of the CBL Mortgage, Mortgage in form, substance and amount satisfactory to the Bank, containing no exceptions which are unacceptable to the Bank, and containing such endorsements as the Bank may require; provided, however, with respect to the Florida (Lakeshore Mall) and Mississippi (Pemberton Mall) properties being added as collateral for the Loan, the Bank, in its sole discretion may require only a title report and may not require the issuance of a mortgagee's loan policy. (de) Current draft financial statements of the Borrower in form satisfactory to the Bank to be held by the Bank in strict confidence. (ef) Certified copy of Borrower's limited partnership agreement and certificate of limited partnership, and all amendments thereto and a certificate of existence for the Borrower, which the Bank acknowledges it has previously received. (fg) Certified corporate resolutions of Borrower's general partner, and certificate(s) of existence for Borrower's general partner from the state of its incorporation and such other states as Bank shall require, together with a copy of the charter and bylaws of the Borrower's general partner. (gh) The opinion of counsel for Borrower and the Borrower's general partner, that the transactions herein contemplated have been duly authorized by all requisite corporate, corporate and partnership and/or limited liability authority, that this Loan Agreement and the other instruments and documents herein referred to have been duly authorized, validly executed and are in full force and effect, and pertaining to such other matters as the Bank may require. (hi) A certificate from an insurance company, satisfactory to Bank, setting forth the information concerning insurance which is required by Section 6.3 of this Loan Agreement; or, if the Bank shall so require, certified copies of the original insurance policies evidencing such insurance, all of which the Bank acknowledges it has previously received. (ij) Environmental audits of the properties described in the CBL Mortgage. (jk) Current surveys of the property subject to the CBL Mortgage, indicating the location of all building lines, easements (visible, reflected in the public records or otherwise) and any existing improvements or encroachments, which survey shall contain no set of facts objectionable to the Bank and shall be accompanied by the Bank's usual survey certificate. (kl) Copies of the appraisals of the real estate described in Exhibit "A" attached hereto.. 17 (lm) The Guaranty Agreements of the Borrower guarantying the indebtedness evidenced by the Lakeshore Note and the Lakes Mall Note and of CBL Properties, Inc. guarantying the Loan. (mn) All the items and information shown on the Checklist for Closing, a copy of which is attached hereto and marked Exhibit "D".

Conditions Precedent to Closing and Funding Initial Advance. The obligation of the Bank to fund the Term Loan and the initial Revolving Credit Loan Advance advance hereunder is subject to the condition precedent that the Bank shall have received, on or before the Closing Date, all of the following in form and substance satisfactory to the Bank: (a) This Loan Agreement. (b) The Note, Revolving Credit Note from the Lakeshore Note and Borrower payable to the Lakes Mall Noteorder of the Bank in the principal amount of Sixty Million Dollars ($60,000,000.00). (c) The CBL MortgageAmended and Restated Security Agreement of the Borrower dated March 28, together with a title commitment from a title insurance company acceptable to 2016, as the Banksame has been and may further be amended, providing pledging all of its Accounts Receivable and other collateral (as described in said Security Agreement), as collateral security for the issuance of a mortgagee's loan policy insuring the lien of the CBL Mortgage, in form, substance and amount satisfactory to the Bank, containing no exceptions which are unacceptable to the Bank, and containing such endorsements as the Bank may requireRevolving Credit Loan. (d) Current financial statements of the Borrower in form satisfactory to Such Uniform Commercial Code Financing Statements as the Bank may require in order to be held give record notice of its security interest in the items listed as collateral in the Security Agreement, accompanied by Borrower’s funds in an amount sufficient to pay all recording fees and taxes for the Bank in strict confidencerecording of such Financing Statements. (e) Certified copy The Fifth Amended and Restated Guaranty Agreement of Borrower's limited partnership agreement and certificate the Guarantor, on the Bank’s standard form, to be in the amount of limited partnership, and all amendments thereto and a certificate of existence for the Borrower, which the Bank acknowledges it has previously receivedLoans. (f) The Term Note from the Borrower and Term Loan Borrower payable to the order of the Bank in the principal amount of Seventeen Million Six Hundred Forty Thousand Dollars ($17,640,000.00). (g) Certified corporate resolutions of Borrower and Guarantor (as Guarantor and Term Loan Borrower's general partner), and certificate(s) of existence good standing for Borrower's general partner Borrower and Guarantor from the state their respective states of its incorporation and such other states as Bank shall require, together with a copy of the charter and bylaws of the Borrower's general partnerBorrower and Guarantor. (gh) The UCC lien searches from such recording offices as Bank shall specify, evidencing the priority of the Bank’s lien(s) under the Security Agreement over any other liens or encumbrances. (i) If required by Bank, the opinion of Borrower’s and Term Loan Borrower’s/Guarantor’s counsel for Borrower and the Borrower's general partner, that the transactions herein contemplated have been duly authorized by all requisite corporate, partnership and/or limited liability corporate authority, that this Loan Agreement and the other instruments and documents herein referred to have been duly authorized, validly executed and are in full force and effect, and pertaining to such other matters as the Bank may require. (hj) A certificate from an insurance companybroker, satisfactory to Bank, Bank setting forth the information concerning insurance which is required by Section 6.3 of this Loan Agreement; or, if the Bank shall so require, certified copies of the original insurance policies evidencing such insurance, all of which the Bank acknowledges it has previously received. (i) Environmental audits of the properties described in the CBL Mortgage. (j) Current surveys of the property subject to the CBL Mortgage, indicating the location of all building lines, easements (visible, reflected in the public records or otherwise) and any existing improvements or encroachments, which survey shall contain no set of facts objectionable to the Bank and shall be accompanied by the Bank's usual survey certificate. (k) Copies Appropriate assignments of the appraisals of the real estate described any Government Contracts identified in Exhibit "A" attached hereto”4.1.” (l) The Guaranty Agreements of the Borrower guarantying the indebtedness evidenced by the Lakeshore Note and the Lakes Mall Note and of CBL Properties, Inc. guarantying the LoanAuthorization. (m) The Mortgage. (n) The Assignment of Rents. (o) The Indemnity Agreement. (p) A Title Insurance Commitment from the Title Company, in a form acceptable to Bank, with such endorsements as may be required by Bank. Borrower and Term Loan Borrower shall pay for the cost of the Title Insurance Policy. Such Title Insurance Policy, or a marked commitment, binder, or other evidence of title acceptable to Bank, must be delivered to Bank at closing. (q) The Survey. (r) A narrative appraisal of the Real Property, which is satisfactory to Bank in amount, form and substance. Borrower and Term Loan Borrower shall pay for the cost of the appraisal. (s) Such Environmental Due Diligence for the Real Property as Bank may require, to be in form and content acceptable to Bank. All reports shall be addressed to Bank. Borrower and Term Loan Borrower shall pay for the items and information shown cost of the Environmental Due Diligence. (t) Evidence satisfactory to Bank that the improvements on the Checklist for ClosingReal Property are in compliance with all applicable laws and all rules and regulations promulgated thereunder, and any restrictions of record affecting the Real Property, including without limitation those dealing with building requirements, subdivision, zoning, environmental impact, setbacks, wetlands, and safety and pollution control, as applicable. (u) Executed copies of all leases related to the Real Property. If required by Bank, each such lease shall be accompanied by an executed subordination, estoppel, and attornment agreement, in a copy form acceptable to Bank. (v) The Borrower and the Term Loan Borrower/Guarantor shall have provided to the Bank the documentation and other information requested by the Bank in order to comply with requirements of which is attached hereto the PATRIOT Act. (w) Such other information and marked Exhibit "D"documentation as Bank, in the exercise of its reasonable discretion, shall deem to be necessary or desirable in connection with the funding of the Loans.

Conditions Precedent to Closing and Funding Initial Advance. The obligation of the Bank to fund the initial Revolving Credit Loan Advance advance hereunder is subject to the condition precedent that the Bank shall have received, on or before the Closing Date, all of the following in form and substance satisfactory to the Bank: (a) This Loan Agreement. (b) The Note, the Lakeshore Note and the Lakes Mall Note. (c) The CBL Mortgage, together with a title commitment from a title insurance company acceptable to the Bank, providing for the issuance of a mortgagee's loan policy insuring the lien of the CBL Mortgage, in form, substance and amount satisfactory to the Bank, containing no exceptions which are unacceptable to the Bank, and containing such endorsements as the Bank may require[Reserved]. (d) Current financial statements of the Borrower in form satisfactory to Such Uniform Commercial Code Financing Statements as the Bank may require in order to be held give record notice of its security interest in the items listed in the Pledge Agreement, accompanied by Borrower’s funds in an amount sufficient to pay all recording fees and taxes for the Bank in strict confidencerecording of such Financing Statements. (e) Certified copy The Guaranty of Borrower's limited partnership agreement and certificate of limited partnership, and all amendments thereto and a certificate of existence for the Borrower, which Guarantor on the Bank acknowledges it has previously receivedBank’s standard form. (f) Certified corporate resolutions of Borrower's general partnerBorrower and Guarantor, and certificate(s) of existence good standing for Borrower's general partner Borrower and Guarantor, from the state State of its incorporation organization and such other states States as Bank shall require, together with a copy of the charter and bylaws organizational documents of the Borrower's general partnerBorrower and Guarantor. (g) The UCC lien searches from such recording offices as Bank shall specify, evidencing the priority of the Bank’s Lien(s) under the Security Documents over any other Liens or encumbrances. (h) If required by Bank, the opinion of counsel for Borrower Bxxxxxxx, and the Borrower's general partner, Guarantor that the transactions herein contemplated have been duly authorized by all requisite corporate, partnership and/or limited liability corporate authority, that this Loan Agreement and the other instruments and documents herein referred to have been duly authorized, validly executed and are in full force and effect, and pertaining to such other matters as the Bank may require. (hi) A certificate from an insurance companybroker, satisfactory to Bank, Bank setting forth the information concerning insurance which is required by Section 6.3 of this Loan Agreement; or, if the Bank shall so require, certified copies of the original insurance policies evidencing such insurance, all of which the Bank acknowledges it has previously received. (i) Environmental audits of the properties described in the CBL Mortgage. (j) Current surveys of the property subject to the CBL Mortgage, indicating the location of all building lines, easements (visible, reflected in the public records or otherwise) and any existing improvements or encroachments, which survey shall contain no set of facts objectionable to the Bank and shall be accompanied by the Bank's usual survey certificate.[Reserved] (k) Copies of the appraisals of the real estate described in Exhibit "A" attached hereto.[Reserved] (l) The Guaranty Agreements Borrower and Guarantor shall have provided to the Bank the documentation and other information requested by the Bank in order to comply with requirements of the Borrower guarantying the indebtedness evidenced by the Lakeshore Note and the Lakes Mall Note and of CBL Properties, Inc. guarantying the LoanPATRIOT Act. (m) All The Authorization. (n) [Reserved] (o) The Pledge Agreement (p) Letter from Guarantor/Bxxxxxxx directing Escrow Agent to only distribute Subscription Agreement Funds to the items Transfer Agent wherein Escrow Agent agrees not to distribute the Subscription Agreement Funds to another Person without prior written notice to Bank (q) Letter from Guarantor/Borrower directing Transfer Agent to send Subscription Agreement Funds to Pledged Account at Bank wherein the Transfer Agent agrees not to send funds to another account without prior written notice to Bank; (r) Such other information and information shown on documentation as Bank shall deem to be necessary or desirable in connection with the Checklist for Closing, a copy funding of which is attached hereto and marked Exhibit "D"the Loan.

Conditions Precedent to Closing and Funding Initial Advance. The obligation of the Bank to fund the initial Revolving Credit Loan Advance advance hereunder is subject to the condition precedent that the Bank shall have received, on or before the Closing Date, all of the following in form and substance satisfactory to the Bank: (a) This Loan Agreement. (b) The Note, Note from the Lakeshore Note and Borrower payable to the Lakes Mall Noteorder of the Bank in the principal amount of Forty Million Dollars ($40,000,000.00). (c) The CBL MortgageAmended and Restated Security Agreement of the Borrower, together with a title commitment from a title insurance company acceptable to the Bankpledging all of its Accounts Receivable and other collateral (as described in said Security Agreement), providing as collateral security for the issuance of a mortgagee's loan policy insuring the lien of the CBL Mortgage, in form, substance and amount satisfactory to the Bank, containing no exceptions which are unacceptable to the Bank, and containing such endorsements as the Bank may requireLoan. (d) Current financial statements of the Borrower in form satisfactory to Such Uniform Commercial Code Financing Statements as the Bank may require in order to be held give record notice of its security interest in the items listed as collateral in the Security Agreement, accompanied by Borrower's funds in an amount sufficient to pay all recording fees and taxes for the Bank in strict confidencerecording of such Financing Statements. (e) Certified copy The Fourth Amended and Restated Guaranty Agreement of Borrowerthe Guarantor, on the Bank's limited partnership agreement and certificate standard form, to be in the amount of limited partnership, and all amendments thereto and a certificate of existence for the Borrower, which the Bank acknowledges it has previously receivedLoan. (f) Certified corporate resolutions of Borrower's general partnerBorrower and Guarantor, and certificate(s) of existence good standing for Borrower's general partner Borrower and Guarantor from the state their respective states of its incorporation and such other states as Bank shall require, together with a copy of the charter and bylaws of the Borrower's general partnerBorrower and Guarantor. (g) The UCC lien searches from such recording offices as Bank shall specify, evidencing the priority of the Bank's lien(s) under the Security Agreement over any other liens or encumbrances. (h) If required by Bank, the opinion of counsel for Borrower and the Borrower's general partner, and Guarantor’s counsel that the transactions herein contemplated have been duly authorized by all requisite corporate, partnership and/or limited liability corporate authority, that this Loan Agreement and the other instruments and documents herein referred to have been duly authorized, validly executed and are in full force and effect, and pertaining to such other matters as the Bank may require. (hi) A certificate from an insurance companybroker, satisfactory to Bank, Bank setting forth the information concerning insurance which is required by Section 6.3 of this Loan Agreement; or, if the Bank shall so require, certified copies of the original insurance policies evidencing such insurance, all of which the Bank acknowledges it has previously received. (i) Environmental audits of the properties described in the CBL Mortgage. (j) Current surveys Appropriate assignments of the property subject to the CBL Mortgage, indicating the location of all building lines, easements (visible, reflected in the public records or otherwise) and any existing improvements or encroachments, which survey shall contain no set of facts objectionable to the Bank and shall be accompanied by the Bank's usual survey certificate. (k) Copies of the appraisals of the real estate described Government Contracts identified in Exhibit "A" attached hereto”4.1. (l) The Guaranty Agreements of the Borrower guarantying the indebtedness evidenced by the Lakeshore Note and the Lakes Mall Note and of CBL Properties, Inc. guarantying the Loan. (m) All the items and information shown on the Checklist for Closing, a copy of which is attached hereto and marked Exhibit "D".”