Common use of Conflicting Agreements and Other Matters Clause in Contracts

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction compliance with which could reasonably be expected to have a Material Adverse Effect. Assuming the filing of a Form D with the Commission, the listing of the Shares on the NYSE and the accuracy of the representations and warranties of, and the performance of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein, neither the execution and delivery of the Transaction Documents nor fulfillment of nor compliance with the terms and provisions thereof, nor the issuance of the Shares will (i) violate any provision of any Law presently in effect or in effect at the Closing Date having applicability to the Company or any Subsidiary or any of their properties, except such violations as could not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in a breach of or constitute a default under the Charter or Bylaws of the Company or any organizational document of its Subsidiaries, (iii) except as set forth in Schedule 3.1(d), require any consent, approval or notice under, or conflict with or result in a breach of, constitute a default or accelerate any right under, any note, bond, mortgage, license, indenture or loan or credit agreement, or any other agreement or instrument, to which the Company or any of its Subsidiaries is a party or by which any of their respective properties is bound, except such consents, approvals, notices, conflicts, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect or (iv) result in, or require the creation or imposition of, any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is bound by any agreement which would impose upon Purchaser any personal obligation or personal liability which is greater than the personal obligations and personal liabilities imposed upon Purchaser under this Agreement and the Registration Rights Agreement to be entered into by the Company and Purchaser pursuant to Section 5.5 hereof. In addition, the Company is not aware of any facts or circumstances that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Conflicting Agreements and Other Matters. Neither the Company Guarantor nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other limited liability company or corporate restriction compliance with which could reasonably be expected to have materially and adversely affects the business, property or assets, or financial condition of the Guarantor and its Subsidiaries, taken as a Material Adverse Effectwhole. Assuming Neither the filing execution nor delivery of a Form D with the Commissionthis Guaranty, the listing Note Agreement, the Notes or the Formation/Contribution Documents, nor the offering, issuance and sale of the Shares on the NYSE and the accuracy of the representations and warranties ofNotes, and the performance of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein, neither the execution and delivery of the Transaction Documents nor fulfillment of nor compliance with the terms and provisions thereof, nor the issuance hereof and of the Shares Note Agreement, the Notes and the Formation/Contribution Documents will (i) violate conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any provision violation of, or result in the creation of any Law presently in effect Lien upon any of the properties or in effect at assets of the Closing Date having applicability to the Company or any Subsidiary Guarantor or any of their propertiesits Subsidiaries pursuant to, the charter, by-laws, limited liability company agreement or other organizational documents of the Guarantor or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with members or stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Guarantor or any of its Subsidiaries is subject, except to the extent any such violations as conflict, breach, defaults, violation or creation of a Lien could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, (ii) conflict with operations, property or result in a breach of financial or constitute a default under the Charter or Bylaws other condition of the Company or any organizational document of Guarantor and its Subsidiaries, (iii) except taken as a whole, or the ability of the Guarantor to perform its obligations hereunder. Except as set forth in Schedule 3.1(dthe Limited Liability Company Agreement (as in effect on the date hereof), require any consent, approval or notice under, or conflict with or result in a breach of, constitute a default or accelerate any right under, any note, bond, mortgage, license, indenture or loan or credit agreement, or any other agreement or instrument, to which neither the Company or Guarantor nor any of its Subsidiaries is a party to, or by which otherwise subject to any of their respective properties is bound, except such consents, approvals, notices, conflicts, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect or (iv) result provision contained in, any instrument evidencing indebtedness of the Guarantor or require such Subsidiary, any agreement relating thereto or any other contract or agreement (including its limited liability company agreement, charter or other organizational documents) which limits the creation or imposition amount of, any Lien upon or with respect to any otherwise imposes restrictions on the incurring of, Debt of the properties now owned Guarantor represented by this Guaranty or hereafter acquired Debt of the Company of the type to be evidenced by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is bound by any agreement which would impose upon Purchaser any personal obligation or personal liability which is greater than the personal obligations and personal liabilities imposed upon Purchaser under this Agreement and the Registration Rights Agreement to be entered into by the Company and Purchaser pursuant to Section 5.5 hereof. In addition, the Company is not aware of any facts or circumstances that, individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectNotes.

Conflicting Agreements and Other Matters. Neither the Company Buyer nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction compliance with which could reasonably be expected to would have a Material Adverse Effect. Assuming the filing of a Form D with the CommissionSecurities and Exchange Commission (the "COMMISSION"), the listing of the Shares Acquisition Common Stock on the NYSE New York Stock Exchange (the "NYSE") and the accuracy of the representations and warranties of, and the performance of the agreements of, Purchaser Seller set forth in Section 3.2 8 and elsewhere herein, neither the execution and delivery of the Transaction Documents nor fulfillment of nor compliance with the terms and provisions thereof, nor the issuance of the Shares Acquisition Common Stock will (i1) violate any provision of any Law law presently in effect or in effect at the Closing Date having applicability to the Company Buyer or any Subsidiary or any of their properties, except such violations as could would not reasonably be expected to have a Material Adverse Effect, (ii2) conflict with or result in a breach of or constitute a default under the Charter or Bylaws of the Company Buyer or any organizational document of its Subsidiaries, (iii3) except as set forth in Schedule 3.1(don SCHEDULE 7(d), require any consent, approval or notice under, or conflict with or result in a breach of, constitute a default or accelerate any right under, any note, bond, mortgage, license, indenture or loan or credit agreement, or any other agreement or instrument, to which the Company Buyer or any of its Subsidiaries is a party or by which any of their respective properties is bound, except such consents, approvals, notices, conflicts, breaches or defaults as could would not reasonably be expected to have a Material Adverse Effect or (iv4) result in, or require the creation or imposition of, any Lien mortgage, lien, pledge, encumbrance, charge or security interest of any kind ("LIENS") upon or with respect to any of the properties now owned or hereafter acquired by the Company Buyer or any of its Subsidiaries. Neither the Company Buyer nor any of its Subsidiaries is bound by any agreement which would impose upon Purchaser Seller any personal obligation or personal liability which is greater than the personal obligations and personal liabilities imposed upon Purchaser Seller under this Agreement, the Registration Rights Agreement and the Registration Rights Amended and Restated Excepted Holder Agreement to be entered into by Buyer and Seller in the Company and Purchaser pursuant to Section 5.5 hereofform of EXHIBIT L (the "AMENDED AND RESTATED EXCEPTED HOLDER AGREEMENT"). In addition, the Company Buyer is not aware of any facts or circumstances that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction compliance with which could reasonably be expected to have a Material Adverse Effectmaterially and adversely affects its business, property or assets, or financial condition. Assuming Neither the filing execution nor delivery of a Form D with this Agreement or the CommissionNotes, nor the listing offering, issuance and sale of the Shares on the NYSE and the accuracy of the representations and warranties ofNotes, and the performance of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein, neither the execution and delivery of the Transaction Documents nor fulfillment of nor compliance with the terms and provisions thereof, nor the issuance hereof and of the Shares Notes will (i) violate any provision of any Law presently in effect or in effect at the Closing Date having applicability to the Company or any Subsidiary or any of their propertiesconflict with, except such violations as could not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under under, or result in any violation of, or result in the Charter creation of any Lien upon any of the properties or Bylaws assets of the Company or any organizational document of its Subsidiaries pursuant to, the charter or by-laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (iii) except as set forth in including any agreement with stockholders but excluding the agreements listed on Schedule 3.1(d8G), require any consent, approval or notice under, or conflict with or result in a breach of, constitute a default or accelerate any right under, any note, bond, mortgage, license, indenture or loan or credit agreement, or any other agreement or instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is a party or by which any of their respective properties is bound, except such consents, approvals, notices, conflicts, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect or (iv) result in, or require the creation or imposition of, any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Company or any of its Subsidiariessubject. Neither the Company nor any of its Subsidiaries is bound by a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which would impose upon Purchaser any personal obligation limits the amount of, or personal liability which is greater than otherwise imposes restrictions on the personal obligations and personal liabilities imposed upon Purchaser under this Agreement and incurring of, Indebtedness of the Registration Rights Agreement Company of the type to be entered into evidenced by the Notes except as set forth in the agreements listed in Schedule 8G attached hereto. The Company and Purchaser pursuant has obtained waivers, attached hereto as Exhibit E, with respect to Section 5.5 hereof. In additionthe agreements set forth in Schedule 8G, therein waiving all restrictions on the incurrence of Indebtedness of the Company is with respect to each such agreement as the result of the Obligors’ entering into the transactions contemplated hereby, except where the failure to obtain such waiver would not aware of any facts or circumstances that, individually or result in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Conflicting Agreements and Other Matters. Neither the Parent, nor the Company nor any of its the other Subsidiaries is a party to any contract or agreement or subject to any charter charter, by-law, limited liability company operating agreement, partnership agreement, or other corporate corporate, limited liability company or partnership restriction compliance with which could reasonably be expected to have a Material Adverse Effect. Assuming Neither the filing execution nor delivery of a Form D with the Commissionthis Agreement, the listing Notes or the other Transaction Documents, nor the offering, issuance and sale of the Shares on the NYSE and the accuracy of the representations and warranties ofNotes, and the performance of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein, neither the execution and delivery of the Transaction Documents nor fulfillment of nor compliance with the terms and provisions thereof, nor the issuance hereof and of the Shares Notes and the other Transaction Documents will (i) violate any provision of any Law presently in effect or in effect at the Closing Date having applicability to the Company or any Subsidiary or any of their propertiesconflict with, except such violations as could not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under under, or result in any violation of, or result in the Charter creation of any Lien (other than Liens created pursuant to the Collateral Documents) upon any of the properties or Bylaws assets of the Parent, the Company or any organizational document of its the other Subsidiaries pursuant to, the charter, limited liability company operating agreement, partnership agreement, by-laws, limited liability company operating agreement or partnership agreement of the Parent, the Company or any of the other Subsidiaries, any award of any arbitrator or, assuming, solely with respect to the Existing Credit Agreement, the satisfaction of the condition contained in paragraph 3J, any agreement (iiiincluding any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Parent, the Company or any of the other Subsidiaries is subject. Neither the Parent, nor the Company nor any of the other Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt of the Parent, the Company or such other Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the Company of the type to be evidenced by the Notes or Debt of any Guarantor of the type to be evidenced by the Guaranty Agreement except as set forth in the agreements listed on Schedule 3.1(d), require any consent, approval or notice under, or conflict with or result in a breach of, constitute a default or accelerate any right under, any note, bond, mortgage, license, indenture or loan or credit agreement, or any other agreement or instrument, to which the Company or any of its Subsidiaries is a party or by which any of their respective properties is bound, except such consents, approvals, notices, conflicts, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect or (iv) result in, or require the creation or imposition of, any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is bound by any agreement which would impose upon Purchaser any personal obligation or personal liability which is greater than the personal obligations and personal liabilities imposed upon Purchaser under this Agreement and the Registration Rights Agreement to be entered into by the Company and Purchaser pursuant to Section 5.5 hereof. In addition, the Company is not aware of any facts or circumstances that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.8G.

Conflicting Agreements and Other Matters. Neither the Company nor any The execution, delivery and performance of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction compliance with which could reasonably be expected to have a Material Adverse Effect. Assuming the filing of a Form D with the Commission, the listing of the Shares on the NYSE this Agreement and the accuracy of other Transaction Documents by the representations and warranties of, REIT and the Operating Partnership (and the Lessees, solely with respect to performance of obligations after the agreements of, Purchaser set forth in Section 3.2 date hereof) and elsewhere herein, neither the execution and delivery of the Transaction Documents nor fulfillment of nor and compliance with the terms and provisions hereof and thereof, nor the issuance of the OP Units to be issued to JABO pursuant to this Agreement, and the issuance of the REIT Shares upon redemption, will not (i) violate any provision of any Law law presently in effect or in effect at the Closing Date having applicability to the Company REIT or any Subsidiary the Operating Partnership or any of their properties, except such violations as could not reasonably be expected to have a BLC Material Adverse Effect, (ii) conflict with or result in a breach of or constitute a default under the Charter OP Partnership Agreement, as amended by the OP Partnership Amendment, charter or Bylaws of the Company bylaws or any other organizational document of its Subsidiarieseither the REIT or the Operating Partnership, (iii) except as set forth in Schedule 3.1(d), require any consent, approval (other than shareholder approval of the issuance of REIT Shares upon redemption of the OP Units issued to JABO pursuant to this Agreement) or notice (not received and/or given prior to the Closing) under, or conflict with or result in a breach of, constitute a default or accelerate any right under, any note, bond, mortgage, license, indenture or loan or credit agreement, or any other agreement or instrument, to which the Company REIT or any of its Subsidiaries the Operating Partnership is a party or by which any of their its respective properties is bound, except such consents(iv) require any of the BLC Parties to obtain any consent, approvalsapproval or action of, noticesor make any filing with or give any notice to, conflictsany Governmental Authority or any other Person, breaches (v) violate any order or defaults as could not reasonably be expected decree of any court, arbitrator or other Governmental Authority against or binding upon any of the BLC Parties or, to have a Material Adverse Effect the Actual Knowledge of the REIT or the Operating Partnership, any of its assets, or (ivvi) result in, or require the creation or imposition of, any Lien lien upon or with respect to any of the properties now owned Interests, other than as contemplated herein, except such consents, approvals, notices, conflicts, breaches, defaults, results or hereafter acquired by requirements as could not reasonably be expected to have a BLC Material Adverse Effect or impair or interfere with consummation of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is bound by any agreement which would impose upon Purchaser any personal obligation or personal liability which is greater than the personal obligations and personal liabilities imposed upon Purchaser under this Agreement and the Registration Rights Agreement to be entered into by the Company and Purchaser pursuant to Section 5.5 hereoftransactions contemplated herein. In addition, to each of the Company is not aware of any BLC Parties' Actual Knowledge, excluding facts or circumstances generally affecting the lodging industry, no facts or circumstances exist that, individually or in the aggregate, could reasonably be expected to have a BLC Material Adverse EffectEffect or impair or interfere in any material respect with the consummation of the transactions contemplated herein.

Conflicting Agreements and Other Matters. Neither the Company Corporation nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction compliance with which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Assuming Neither the filing execution nor delivery of a Form D with this Agreement or the CommissionNotes, nor the listing offering, issuance and sale of the Shares on the NYSE and the accuracy of the representations and warranties ofNotes, and the performance of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein, neither the execution and delivery of the Transaction Documents nor fulfillment fulfilment of nor compliance with the terms and provisions thereofhereof and the Notes will conflict with, nor the issuance of the Shares will (i) violate any provision of any Law presently in effect or in effect at the Closing Date having applicability to the Company or any Subsidiary or any of their properties, except such violations as could not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under the Charter or Bylaws of the Company or any organizational document of its Subsidiaries, (iii) except as set forth in Schedule 3.1(d), require any consent, approval or notice under, or conflict with result in any violation of, or result in a breach ofthe creation of any Lien upon any of the properties or assets of the Corporation or any of its Restricted Subsidiaries pursuant to, constitute a default the articles or accelerate by-laws of the Corporation or any right underof its Restricted Subsidiaries, any note, bond, mortgage, license, indenture or loan or credit agreement, Applicable Law or any other agreement (including any instrument or instrumentagreement creating or evidencing Indebtedness), to which the Company Corporation or any of its Restricted Subsidiaries is a party or by which any of their respective properties subject. The Corporation and each Restricted Subsidiary is bound, except such consents, approvals, notices, conflicts, breaches or defaults as could not reasonably be expected in compliance with Applicable Laws where failure to have a Material Adverse Effect or (iv) result in, or require the creation or imposition of, any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is bound by any agreement which do so would impose upon Purchaser any personal obligation or personal liability which is greater than the personal obligations and personal liabilities imposed upon Purchaser under this Agreement and the Registration Rights Agreement to be entered into by the Company and Purchaser pursuant to Section 5.5 hereof. In addition, the Company is not aware of any facts or circumstances that, individually or in the aggregate, aggregate could reasonably be expected to have a Material Adverse Effect.. Neither the Corporation nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, its articles, any instrument or agreement creating or evidencing Indebtedness of the Corporation or such Subsidiary, any agreement relating thereto or any other contract or agreement which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Corporation of the type to be evidenced by the Notes except for the agreements listed in Part B of Schedule C.

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction compliance with which could reasonably be expected to have a Material Adverse Effectmaterially and adversely affects its business, property or assets, condition (financial or otherwise) or operations. Assuming Neither the filing execution nor delivery of a Form D with this Agreement or the CommissionNotes, nor the listing offering, issuance and sale of the Shares on the NYSE and the accuracy of the representations and warranties ofNotes, and the performance of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein, neither the execution and delivery of the Transaction Documents nor fulfillment of nor compliance with the terms and provisions thereof, nor the issuance hereof and of the Shares Notes will (i) violate any provision of any Law presently in effect or in effect at the Closing Date having applicability to the Company or any Subsidiary or any of their propertiesconflict with, except such violations as could not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under under, or result in any violation of, or result in the Charter creation of any Lien upon any of the properties or Bylaws assets of the Company or any organizational document of its Subsidiaries pursuant to, the charter or by-laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (iii) except as set forth in Schedule 3.1(dincluding any agreement with stockholders), require any consent, approval or notice under, or conflict with or result in a breach of, constitute a default or accelerate any right under, any note, bond, mortgage, license, indenture or loan or credit agreement, or any other agreement or instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is a party or subject except that the Credit Agreement between U.S. Bank National Association and the Company dated as of October 30, 1998 may require in certain circumstances the granting of Liens which may not be permitted by which this Agreement. The Company acknowledges that notwithstanding the foregoing disclosure the granting of any of their respective properties is bound, except such consents, approvals, notices, conflicts, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect or (iv) result in, or require the creation or imposition of, any Lien upon or with respect to any Liens in contravention of the properties now owned or hereafter acquired by terms hereof will constitute an Event of Default hereunder and the Company or any holder(s) of its Subsidiariesthe Notes would be entitled to exercise their rights and remedies. Neither the Company nor any of its Subsidiaries is bound by a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which would impose upon Purchaser any personal obligation limits the amount of, or personal liability which is greater than otherwise imposes restrictions on the personal obligations and personal liabilities imposed upon Purchaser under this Agreement and incurring of, Debt of the Registration Rights Agreement Company of the type to be entered into evidenced by the Notes except as set forth in the agreements listed in SCHEDULE 8G attached hereto (as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Company and Purchaser pursuant to Section 5.5 hereof. In addition, the Company is not aware of any facts or circumstances that, individually or accepted in the aggregate, could reasonably be expected to have a Material Adverse Effectwriting by Prudential).

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries ---------------------------------------- Subsidiary is a party to any contract or agreement or subject to any charter certificate of incorporation or other corporate restriction compliance with which could reasonably be expected to have a Material Adverse Effect. Assuming the filing of a Form D with the Commission, the listing of the Shares on the NYSE and the accuracy of the representations and warranties of, and the performance of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein, neither Neither the execution and delivery of the Transaction Documents documents relating to the transaction contemplated herein nor fulfillment of nor compliance with the terms and provisions thereof, nor the issuance of the Shares to Investor (or the issuance of Common Stock upon a conversion of the Shares) pursuant to this Agreement will (i) to the Company's knowledge violate any provision of any Law law, statute, ordinance, order, rule, regulation or interpretation of any thereof presently in effect or in effect at the Closing Date having applicability to the Company or any Subsidiary or any of their properties, except such violations as could not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in a breach of or constitute a default under the Charter certificate of incorporation or Bylaws bylaws or any other organizational document of either the Company or any organizational document of its SubsidiariesSubsidiary, (iii) except as set forth in Schedule 3.1(d)2.5, require any consent, approval or notice ------------ under, or conflict with or result in a breach of, constitute a default or accelerate any right under, any note, bond, mortgage, license, indenture or loan or credit agreement, or any other agreement or instrument, to which the Company or any of its Subsidiaries Subsidiary is a party or by which any of their respective properties is bound, except where the failure to obtain such consents, approvals, notices, conflicts, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect or (iv) result in, or require the creation or imposition of, any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Company or any of its SubsidiariesSubsidiary. Neither the Company nor any of its Subsidiaries Subsidiary is bound by any agreement which would impose upon Purchaser Investor any personal obligation or personal liability which is greater than the personal obligations and personal liabilities imposed upon Purchaser Investor under this Agreement and the Registration Rights Agreement to be entered into by the Company and Purchaser pursuant to (as defined in Section 5.5 hereof6.1(d) below). In -------------- addition, the Company is not aware of any facts or circumstances that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Conflicting Agreements and Other Matters. Neither the Company REIT OP nor ---------------------------------------- any Affiliate of its Subsidiaries REIT OP is a party to any contract or agreement or subject to any charter articles of incorporation or other corporate restriction compliance with which could reasonably be expected to have a Material Adverse Effect. Assuming the filing of a Form D with the Commission, the listing of the Shares on the NYSE and the accuracy of the representations and warranties of, and the performance of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein, neither Neither the execution and delivery of the documents relating to the Transaction Documents nor fulfillment of nor compliance with the terms and provisions thereof, nor the issuance of the Shares Units to be issued to Prudential pursuant to this Agreement will (i) to REIT OP's knowledge violate any provision of any Law presently in effect or in effect at the Closing Date having applicability to REIT OP or the Company or any Subsidiary of REIT OP or any of their propertiesproperties including, without limitation, to, the Property, except such violations as could not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in a breach of or constitute a default under the Charter or Bylaws of the Company or any other organizational document of its Subsidiarieseither REIT OP or the Company, (iii) except as set forth in Schedule 3.1(d)-------- 8.1.4, require any consent, approval or notice under, or conflict with or result ----- in a breach of, constitute a default or accelerate any right under, any note, bond, mortgage, license, indenture or loan or credit agreement, or any other agreement or instrument, to which REIT OP or the Company or any of its Subsidiaries is a party or by which any of their respective properties is bound, except such consents, approvals, notices, conflicts, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect or (iv) result in, or require the creation or imposition of, any Lien mortgage, lien, pledge, encumbrance, charge or security interest of any kind (each individually a "LIEN" and collectively referred to as ---- "LIENS") upon or with respect to any of the properties now owned or hereafter ----- acquired by REIT OP or the Company or any of its SubsidiariesCompany. Neither the Company REIT OP nor any Affiliate of its Subsidiaries REIT OP is bound by any agreement which would impose upon Purchaser Prudential any personal obligation or personal liability which is greater than the personal obligations and personal liabilities imposed upon Purchaser Prudential under this Agreement and the Registration Rights Agreement to be entered into by the Company REIT OP and Purchaser pursuant to Section 5.5 hereofPrudential. In addition, the Company REIT OP is not aware of any facts or circumstances that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter charter, by-law, limited liability company operating agreement, partnership agreement or other corporate corporate, limited liability company or partnership restriction compliance with which could reasonably be expected to have a Material Adverse Effectmaterially and adversely affects its business, property or assets, condition (financial or otherwise) or operations. Assuming Neither the filing execution nor delivery of a Form D with the Commissionthis Agreement, the listing Shelf Notes or the other Transaction Documents, nor the offering, issuance and sale of the Shares on the NYSE and the accuracy of the representations and warranties ofShelf Notes, and the performance of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein, neither the execution and delivery of the Transaction Documents nor fulfillment of nor compliance with the terms and provisions thereof, nor the issuance hereof and of the Shares Shelf Notes and the other Transaction Documents will (i) violate any provision of any Law presently in effect or in effect at the Closing Date having applicability to the Company or any Subsidiary or any of their propertiesconflict with, except such violations as could not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under under, or result in any violation of, or result in the Charter creation of any Lien (other than Liens created pursuant to the Collateral Documents) upon any of the properties or Bylaws assets of the Company or any organizational document of its Subsidiaries pursuant to, the charter, by-laws, limited liability company operating agreement or partnership agreement of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (iii) except as set forth in Schedule 3.1(dincluding any agreement with stockholders, members or partners), require any consent, approval or notice under, or conflict with or result in a breach of, constitute a default or accelerate any right under, any note, bond, mortgage, license, indenture or loan or credit agreement, or any other agreement or instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is a party or by which any of their respective properties is bound, except such consents, approvals, notices, conflicts, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect or (iv) result in, or require the creation or imposition of, any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Company or any of its Subsidiariessubject. Neither the Company nor any of its Subsidiaries is bound by a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which would impose upon Purchaser any personal obligation limits the amount of, or personal liability which is greater than otherwise imposes restrictions on the personal obligations and personal liabilities imposed upon Purchaser under this Agreement and incurring of, Indebtedness of the Registration Rights Agreement Company of the type to be entered into evidenced by the Shelf Notes or Indebtedness of any Guarantor of the type to be evidenced by its Guaranty Agreement except as set forth in the agreements listed in Schedule 8G attached hereto (as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Company and Purchaser pursuant to Section 5.5 hereof. In addition, the Company is not aware of any facts or circumstances that, individually or accepted in the aggregate, could reasonably be expected to have a Material Adverse Effectwriting by Prudential).

Conflicting Agreements and Other Matters. Neither the The Company nor any and each of its Subsidiaries is not a party to any contract or agreement or subject to any charter restriction which materially and adversely affects its business, condition (financial or other corporate restriction compliance with which could reasonably be expected to have a Material Adverse Effectotherwise), prospects, assets or properties. Assuming Neither the filing execution or delivery of a Form D with this Agreement or the CommissionNotes or the Warrants, nor the listing offering, issuance and sale of the Shares on Notes or the NYSE and the accuracy of the representations and warranties ofWarrants, and the performance of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein, neither the execution and delivery of the Transaction Documents nor fulfillment of nor or any compliance with the terms and provisions hereof and thereof, nor the issuance of the Shares will (i) violate any provision of any Law presently in effect or in effect at the Closing Date having applicability to the Company or any Subsidiary or any of their propertiesconflict with, except such violations as could not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under under, or result in any violation of, or result in the Charter creation of any Lien upon any of the properties or Bylaws assets of the Company pursuant to, the Articles of Incorporation or Code of Regulations of the Company, any award of any arbitrator or any organizational document material agreement, instrument, order, judgment, decree, statute, law, rule or regulation to which the Company, or any of its Subsidiariesrespective property or assets is subject. The Company is not a party to or otherwise subject to any contract or agreement which limits the amounts of, (iii) or otherwise imposes restrictions on the incurring of, Debt of the type to be evidenced by the Notes or which contains dividend or redemption limitations on any Capital Stock of the Company, except for this Agreement and as set forth in Schedule 3.1(d)11H attached hereto. 11I. PATENTS, require any consentETC. All patents, approval trademarks, service-marks, trade names, permits, licenses, franchises or notice underother rights (including industry certificates and approvals and including, without limitation, FAA Supplemental Type Certificate ("STC") approvals) (collectively, "Intangible Rights") owned or conflict with or result in a breach of, constitute a default or accelerate any right under, any note, bond, mortgage, license, indenture or loan or credit agreement, or any other agreement or instrument, to which held by the Company or any of its Subsidiaries is a party or by which any that are material to the business of their respective properties is bound, except such consents, approvals, notices, conflicts, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect or (iv) result in, or require the creation or imposition of, any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Company or any of its SubsidiariesSubsidiaries are described on Schedule 11I attached hereto. Neither Except as described on Schedule 11I, all such Intangible Rights are free and clear of any Lien. Nothing has come to the attention of the Company nor to the effect that (i) any activity in operating the business of the Company or any of its Subsidiaries is bound as presently conducted or as proposed to be conducted may infringe any patent, trademark, service-xxxx, trade name, copyright, permit, license, franchise or other right owned by any agreement other Person, (ii) there is pending or threatened any claim or litigation against or affecting the Company or any of its Subsidiaries contesting its right to carry on such activities or (iii) there is, or there is pending or proposed, any statute, law, rule, regulation, standard or code which would impose upon Purchaser any personal obligation prevent or personal liability which is greater than inhibit, or substantially reduce the personal obligations and personal liabilities imposed upon Purchaser under this Agreement and projected revenues of, or otherwise adversely affect the Registration Rights Agreement to be entered into by the Company and Purchaser pursuant to Section 5.5 hereof. In additionbusiness, condition (financial or otherwise), or operations of, the Company is not aware of any facts or circumstances that, individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectCompany.

Conflicting Agreements and Other Matters. Neither the Company Meridian nor any of its Subsidiaries Meridian Affiliate is a party to any contract or agreement or subject to any charter articles of incorporation or other corporate restriction compliance with which could reasonably be expected to have a Material Adverse Effect. Assuming the filing of a Form D with the Commission, the listing of the Shares Acquisition Common Stock on the NYSE and the accuracy of the representations and warranties of, and the performance of the agreements of, Purchaser Prudential set forth in Section 3.2 8.2 and elsewhere herein, neither the execution and delivery of the documents relating to the Transaction Documents nor fulfillment of nor compliance with the terms and provisions thereof, nor the issuance of the Shares Acquisition Common Stock will (i) violate any provision of any Law law presently in effect or in effect at the Closing Date having applicability to the Company Meridian or any Subsidiary Meridian Affiliate or any of their propertiesproperties including, without limitation, to, the Facilities, except such violations as could not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in a breach of or constitute a default under the Charter or Bylaws of the Company or any other organizational document of its Subsidiarieseither Meridian or any Meridian Affiliate, (iii) except as set forth in Schedule 3.1(d)8.1.5, require any consent, approval or notice under, or conflict with or result in a breach of, constitute a default or accelerate any right under, any note, bond, mortgage, license, indenture or loan or credit agreement, or any other agreement or instrument, to which the Company Meridian or any of its Subsidiaries Meridian Affiliate is a party or by which any of their respective properties is bound, except such consents, approvals, notices, conflicts, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect or (iv) result in, or require the creation or imposition of, any Lien mortgage, lien, pledge, encumbrance, charge or security interest of any kind (each individually a "LIEN" and collectively referred to as "LIENS") upon or with respect to any of the properties now owned or hereafter acquired by the Company Meridian or any of its SubsidiariesMeridian Affiliate. Neither the Company Meridian nor any of its Subsidiaries Meridian Affiliate is bound by any agreement which would impose upon Purchaser Prudential any personal obligation or personal liability which is greater than the personal obligations and personal liabilities imposed upon Purchaser Prudential under this Agreement and the Registration Rights Agreement to be entered into by the Company Meridian and Purchaser pursuant to Section 5.5 hereofPrudential. In addition, the Company Meridian is not aware of any facts or circumstances that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Conflicting Agreements and Other Matters. Neither the Company ---------------------------------------- Borrower nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction compliance with which could reasonably be expected to have a Material Adverse Effect. Assuming materially and adversely affects the filing of a Form D with the Commission, the listing ability of the Shares on Borrower or its Subsidiaries to maintain the NYSE and the accuracy operations of the representations Borrower and warranties of, and its Subsidiaries (taken as a whole). Neither the performance execution nor delivery of any of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein, neither the execution and delivery Credit Documents or any of the Related Transaction Documents Documents, nor fulfillment of nor compliance with the terms and provisions thereofhereof and thereof will conflict with, nor the issuance of the Shares will (i) violate any provision of any Law presently in effect or in effect at the Closing Date having applicability to the Company or any Subsidiary or any of their properties, except such violations as could not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in a breach of or constitute a default under the Charter or Bylaws of the Company or any organizational document of its Subsidiaries, (iii) except as set forth in Schedule 3.1(d), require any consent, approval or notice under, or conflict with or result in a breach of, the terms, conditions or provisions of, or constitute a default or accelerate any right under, or result in any note, bond, mortgage, license, indenture or loan or credit agreementviolation of, or result in the creation of any Lien (other than Liens in favor of the Collateral Agent) upon any of the Property of the Borrower or any of its Subsidiaries pursuant to, the articles of incorporation or by-laws of the Borrower or any of its Subsidiaries, any award of any arbitrator or any agreement or (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company Borrower or any of its Subsidiaries is subject. Neither the Borrower nor any of its Subsidiaries is a party to, or by otherwise subject to any provision contained in, any instrument evidencing Debt of the Borrower or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its articles of incorporation or bylaws) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the Borrower or any Subsidiary including, without limitation, the Obligations and the obligations of their respective properties is boundthe Significant Domestic Subsidiaries under the Guaranty Agreement, except such consentsas set forth in Schedule C, approvals, notices, conflicts, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect or (iv) result in, or require the creation or imposition of, any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is bound by any agreement which would impose upon Purchaser any personal obligation or personal liability which is greater than the personal obligations and personal liabilities imposed upon Purchaser under this Agreement and the Registration Rights Agreement to be entered into by the Company and Purchaser pursuant to Section 5.5 hereof. In addition, the Company is not aware of any facts or circumstances that, individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectPart 8.7.

Conflicting Agreements and Other Matters. Neither The Company has disclosed to Prudential and the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter Required Holder(s) all agreements, instruments, and corporate or other corporate restriction compliance with which could reasonably be expected to have a Material Adverse Effect. Assuming the filing of a Form D with the Commission, the listing of the Shares on the NYSE and the accuracy of the representations and warranties of, and the performance of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein, neither the execution and delivery of the Transaction Documents nor fulfillment of nor compliance with the terms and provisions thereof, nor the issuance of the Shares will (i) violate any provision of any Law presently in effect or in effect at the Closing Date having applicability to the Company or any Subsidiary or any of their properties, except such violations as could not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in a breach of or constitute a default under the Charter or Bylaws of the Company or any organizational document of its Subsidiaries, (iii) except as set forth in Schedule 3.1(d), require any consent, approval or notice under, or conflict with or result in a breach of, constitute a default or accelerate any right under, any note, bond, mortgage, license, indenture or loan or credit agreement, or any other agreement or instrument, restrictions to which the Company or any of its Subsidiaries is a party subject, and all other matters known to the Company, that, individually or by which any of their respective properties is boundin the aggregate, except such consents, approvals, notices, conflicts, breaches or defaults as could not reasonably be expected to have result in a Material Adverse Effect Effect. The execution, delivery and performance by the Company of this Agreement, the Notes and the other Transaction Documents to which it is a party (a) will not violate any requirements of law applicable to the Company or any of its Subsidiaries or any judgment, order or ruling or any governmental authority, (b) will not violate or result in a default under any indenture, or any agreement or other instrument involving an amount in excess of $1,000,000, binding on the Company or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Company or any Subsidiary, provided that the Company covenants that it will, and will cause each of its Subsidiaries to, use its best efforts to resolve any claims arising from any such violation or default or claimed violation or default under any agreement or instrument regardless of the amount involved, or (ivc) will not result in, or require in the creation or imposition of, of any Lien upon or with respect to on any asset of the properties now owned or hereafter acquired by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is bound by a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary in an outstanding or committed amount in excess of $5,000,000, any agreement relating thereto or any other contract or agreement involving an amount in excess of $5,000,000 (including its organizational documents regardless of amount) which would impose upon Purchaser any personal obligation limits the amount of, or personal liability which is greater than otherwise imposes restrictions on the personal obligations and personal liabilities imposed upon Purchaser under this Agreement and incurring of, Indebtedness of the Registration Rights Agreement Company of the type to be entered into evidenced by the Notes except as set forth in the agreements listed in Schedule 8G attached hereto (as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Company and Purchaser pursuant to Section 5.5 hereof. In addition, the Company is not aware of any facts or circumstances that, individually or accepted in the aggregate, could reasonably be expected to have a Material Adverse Effectwriting by Prudential).

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction compliance with which could reasonably be expected to have a Material Adverse Effect. Assuming the filing of a Form D with the Commission, the listing of the Shares on the NYSE and the accuracy of the representations and warranties of, and the performance of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein, neither the execution and delivery of the Transaction Documents nor fulfillment of nor compliance with the terms and provisions thereof, nor the issuance of the Shares will (i) violate any provision of any Law presently in effect or in effect at the Closing Date having applicability to the Company or any Subsidiary or any of their properties, except such violations as could not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in a breach of or constitute a default under the Charter or Bylaws of the Company or any organizational document of its Subsidiaries, (iii) except as set forth in Schedule SCHEDULE 3.1(d), require any consent, approval or notice under, or conflict with or result in a breach of, constitute a default or accelerate any right under, any note, bond, mortgage, license, indenture or loan or credit agreement, or any other agreement or instrument, to which the Company or any of its Subsidiaries is a party or by which any of their respective properties is bound, except such consents, approvals, notices, conflicts, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect or (iv) result in, or require the creation or imposition of, any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is bound by any agreement which would impose upon Purchaser any personal obligation or personal liability which is greater than the personal obligations and personal liabilities imposed upon Purchaser under this Agreement, the Registration Rights Agreement and the Registration Rights Excepted Holder Agreement to be entered into by the Company and Purchaser pursuant to Section Sections 5.5 and 5.6 hereof. In addition, the Company is not aware of any facts or circumstances that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Conflicting Agreements and Other Matters. Neither the Company Buyer nor any Affiliate of its Subsidiaries Buyer is a party to any contract or agreement or subject to any charter articles of incorporation or other corporate restriction compliance with which could reasonably be expected to have a Buyer Material Adverse Effect. Assuming the filing of a Form D with the Commission, the listing of the Shares on the NYSE and the accuracy of the representations and warranties of, and the performance of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein, neither Neither the execution and delivery of the documents relating to the Transaction Documents nor fulfillment of nor compliance with the terms and provisions thereof, nor the issuance of the Shares OP Units to be issued to Contributing Property Owners pursuant to this Agreement and the Contribution Agreements will (i) violate any provision of any Law law presently in effect or in effect at the Closing Date having applicability to the OP or the Company or any Subsidiary or any of their properties, except such violations as could not reasonably be expected to have a Buyer Material Adverse Effect, (ii) except for the Partnership Amendment contemplated in this Agreement, conflict with or result in a breach of or constitute a default under the Charter Partnership Agreement, charter or Bylaws of the Company bylaws or any other organizational document of its Subsidiarieseither OP or the Company, (iii) except as set forth in Schedule 3.1(d)3.03, require any consent, approval or notice under, or conflict with or result in a breach of, constitute a default or accelerate any right under, any note, bond, mortgage, license, indenture or loan or credit agreement, or any other agreement or instrument, to which OP or the Company or any of its Subsidiaries is a party or by which any of their its respective properties is bound, except such consents, approvals, notices, conflicts, breaches or defaults as could not reasonably be expected to have a Buyer Material Adverse Effect or impair or interfere with consummation of the Transaction, (iv) result in, or require the creation or imposition of, any Lien lien upon or with respect to any of the properties now owned or hereafter acquired by OP or the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is bound by any agreement which would impose upon Purchaser any personal obligation or personal liability which is greater than the personal obligations and personal liabilities imposed upon Purchaser under this Agreement and the Registration Rights Agreement to be entered into by the Company and Purchaser pursuant to Section 5.5 hereofCompany. In addition, the Company is not aware Buyer has no knowledge of any facts or circumstances that, individually or in the aggregate, could reasonably be expected to have a Buyer Material Adverse EffectEffect or to impair or interfere with consummation of the Transaction.

Conflicting Agreements and Other Matters. Neither None of the Company nor REIT, the Operating Partnership or any of its Subsidiaries their affiliates is a party to any contract or agreement or subject to any charter articles of incorporation or other corporate restriction compliance with which could reasonably be expected to have a CBL Material Adverse Effect. Assuming the filing of a Form D with the Commission, the listing of the Shares on the NYSE and the accuracy of the representations and warranties of, and the performance of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein, neither Neither the execution and delivery of the Transaction Documents documents relating to the transactions contemplated herein nor fulfillment of nor compliance with the terms and provisions thereof, nor the issuance of the Shares SCUs to be issued to the Contributors pursuant to this Agreement and the Interest Contribution Agreements and Deed Contribution Agreements, if applicable, will (i) violate any provision of any Law law presently in effect or in effect at the Closing Date having applicability to the Company REIT or any Subsidiary the Operating Partnership or any of their properties, except such violations as could not reasonably be expected to have a CBL Material Adverse Effect, (ii) except for the First Amendment contemplated in this Agreement, conflict with or result in a breach of or constitute a default under the Charter OP Partnership Agreement, charter or Bylaws of the Company bylaws or any other organizational document of its Subsidiarieseither the REIT or the Operating Partnership, (iii) except as set forth in Schedule 3.1(d8.1(d), require any consent, approval or notice under, or conflict with or result in a breach of, constitute a default or accelerate any right under, any note, bond, mortgage, license, indenture or loan or credit agreement, or any other agreement or instrument, to which the Company REIT or any of its Subsidiaries the Operating Partnership is a party or by which any of their its respective properties is bound, except such consents, approvals, notices, conflicts, breaches or defaults as could not reasonably be expected to have a CBL Material Adverse Effect or impair or interfere with consummation of the transactions contemplated herein, or (iv) result in, or require the creation or imposition of, any Lien lien upon or with respect to any of the properties now owned or hereafter acquired by the Company REIT or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is bound by any agreement which would impose upon Purchaser any personal obligation or personal liability which is greater than the personal obligations and personal liabilities imposed upon Purchaser under this Agreement and the Registration Rights Agreement to be entered into by the Company and Purchaser pursuant to Section 5.5 hereofOperating Partnership. In addition, neither the Company is not aware REIT nor the Operating Partnership has any knowledge of any facts or circumstances that, individually or in the aggregate, could reasonably be expected to have a CBL Material Adverse EffectEffect or to impair or interfere with consummation of the transactions contemplated herein.

Conflicting Agreements and Other Matters. Neither the Company No Obligor nor any of its their respective Subsidiaries is a party to any contract or agreement or subject to any charter or other limited liability company or corporate restriction compliance with which could reasonably be expected to have a Material Adverse Effect. Assuming materially and adversely affects the filing of a Form D with the Commissionbusiness, the listing property or assets, or financial condition of the Shares on Obligors and their respective Subsidiaries, taken as a whole. Neither the NYSE and execution nor delivery of this Agreement or the accuracy Notes, nor the issuance of the representations and warranties ofNotes, and the performance of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein, neither the execution and delivery of the Transaction Documents nor fulfillment of nor compliance with the terms and provisions thereof, nor the issuance hereof and of the Shares Notes and the other Transaction Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of any Obligor or any of its Subsidiaries pursuant to, (i) violate any provision the limited liability company agreement, charter, by-laws or other organizational documents of any Law presently in effect or in effect at the Closing Date having applicability to the Company or any Subsidiary Obligor or any of their propertiesits Subsidiaries, except (ii) the Second Lien Debt Documents, (iii) any award of any arbitrator or (iv) any agreement other than the Second Lien Debt Documents (including any agreement with members or stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which any Obligor or any of its Subsidiaries is subject, except, in the cases of clauses (iii) and (iv) above, to the extent any such violations as conflict, breach, defaults, violation or creation of a Lien could not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in a breach of or constitute a default under the Charter or Bylaws of the Company or any organizational document of its Subsidiaries, (iii) except . Except as set forth in the Limited Liability Company Agreement (as in effect on the date hereof) and as set forth on Schedule 3.1(d)9F, require any consent, approval or notice under, or conflict with or result in a breach of, constitute a default or accelerate any right under, any note, bond, mortgage, license, indenture or loan or credit agreement, or any other agreement or instrument, to which the Company or no Obligor nor any of its their respective Subsidiaries is a party to, or by which otherwise subject to any of their respective properties is bound, except such consents, approvals, notices, conflicts, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect or (iv) result provision contained in, any instrument evidencing indebtedness of such Obligor or require such Subsidiary, any agreement relating thereto or any other contract or agreement (including its limited liability company agreement, charter or other organizational documents) which limits the creation or imposition amount of, any Lien upon or with respect to any otherwise imposes restrictions on the incurring of, Debt of such Obligor of the properties now owned or hereafter acquired type evidenced by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is bound by any agreement which would impose upon Purchaser any personal obligation or personal liability which is greater than the personal obligations and personal liabilities imposed upon Purchaser under this Agreement and the Registration Rights Agreement to be entered into by the Company and Purchaser pursuant to Section 5.5 hereof. In addition, the Company is not aware of any facts or circumstances that, individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectNotes.

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter charter, by-law, limited liability company operating agreement, partnership agreement or other corporate corporate, limited liability company or partnership restriction compliance with which could reasonably be expected to have a Material Adverse Effect. Assuming Subject to the filing satisfaction of a Form D with the Commissioncondition set forth in paragraph 3F, neither the execution nor delivery of this Agreement, the listing Notes or any other Transaction Documents, nor the offering, issuance and sale of the Shares on the NYSE and the accuracy of the representations and warranties ofNotes, and nor the performance of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein, neither the execution and delivery of the Transaction Documents nor fulfillment of nor compliance with the terms and provisions thereof, nor the issuance hereof and of the Shares will (i) violate any provision of any Law presently in effect or in effect at the Closing Date having applicability to the Company Notes or any Subsidiary or any of their propertiesother Transaction Document will conflict with, except such violations as could not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under under, or result in any violation of, or result in the Charter creation of any Lien other than Liens created pursuant to the Collateral Documents) upon any of the properties or Bylaws assets of the Company or any organizational document of its Subsidiaries pursuant to, the charter, by-laws, limited liability company operating agreement or partnership agreement of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (iii) except as set forth in Schedule 3.1(dincluding any agreement with stockholders, members or partners), require any consent, approval or notice under, or conflict with or result in a breach of, constitute a default or accelerate any right under, any note, bond, mortgage, license, indenture or loan or credit agreement, or any other agreement or instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is a party or by which any of their respective properties is bound, except such consents, approvals, notices, conflicts, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect or (iv) result in, or require the creation or imposition of, any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Company or any of its Subsidiariessubject. Neither the Company nor any of its Subsidiaries is bound a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes or the delivery of the Guaranty Agreement by any agreement which would impose upon Purchaser any personal obligation or personal liability which is greater than Guarantor except as set forth in the personal obligations and personal liabilities imposed upon Purchaser under this Agreement and the Registration Rights Agreement agreements listed in Schedule 8G attached hereto (as such Schedule 8G may have been modified from time to be entered into time by written supplements thereto delivered by the Company and Purchaser pursuant to Section 5.5 hereof. In addition, the Company is not aware of any facts or circumstances that, individually or accepted in the aggregate, could reasonably be expected to have a Material Adverse Effectwriting by Prudential).

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction compliance with which could reasonably be expected to have a Material Adverse Effect. Assuming the filing of a Form D with the Commission, the listing of the Shares on the NYSE and the accuracy of the representations and warranties of, and the performance of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein, neither the execution and delivery of the Transaction Documents nor fulfillment of nor compliance with the terms and provisions thereof, nor the issuance of the Shares will (i) violate any provision of any Law presently in effect or in effect at the Closing Date having applicability to the Company or any Subsidiary or any of their properties, except such violations as could not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in a breach of or constitute a default under the Charter or Bylaws of the Company or any organizational document of its Subsidiaries, (iii) except as set forth in Schedule 3.1(d), require any consent, approval or notice under, or conflict with or result in a breach of, constitute a default or accelerate any right under, any note, bond, mortgage, license, indenture or loan or credit agreement, or any other agreement or instrument, to which the Company or any of its Subsidiaries is a party or by which any of their respective properties is bound, except such consents, approvals, notices, conflicts, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect or (iv) result in, or require the creation or imposition of, any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is bound by any agreement which would impose upon Purchaser any personal obligation or personal liability which is greater than the personal obligations and personal liabilities imposed upon Purchaser under this Agreement, the Registration Rights Agreement and the Registration Rights Excepted Holder Agreement to be entered into by the Company and Purchaser pursuant to Section Sections 5.5 and 5.6 hereof. In addition, the Company is not aware of any facts or circumstances that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Conflicting Agreements and Other Matters. Neither the Company REIT OP nor ---------------------------------------- any Affiliate of its Subsidiaries REIT OP is a party to any contract or agreement or subject to any charter articles of incorporation or other corporate restriction compliance with which could reasonably be expected to have a Material Adverse Effect. Assuming the filing of a Form D with the Commission, the listing of the Shares on the NYSE and the accuracy of the representations and warranties of, and the performance of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein, neither Neither the execution and delivery of the documents relating to the Transaction Documents nor fulfillment of nor compliance with the terms and provisions thereof, nor the issuance of the Shares Units to be issued to Prudential pursuant to this Agreement will (i) to REIT OP's knowledge violate any provision of any Law presently in effect or in effect at the Closing Date having applicability to REIT OP or the Company or any Subsidiary of REIT OP or any of their propertiesproperties including, without limitation, to, the Property, except such violations as could not reasonably be expected to have a Material Adverse Effect, (ii) conflict with or result in a breach of or constitute a default under the Charter or Bylaws of the Company or any other organizational document of its Subsidiarieseither REIT OP or the Company, (iii) except as set forth in Schedule 3.1(d)8.1.4, require any consent, approval or notice under, or -------------- conflict with or result in a breach of, constitute a default or accelerate any right under, any note, bond, mortgage, license, indenture or loan or credit agreement, or any other agreement or instrument, to which REIT OP or the Company or any of its Subsidiaries is a party or by which any of their respective properties is bound, except such consents, approvals, notices, conflicts, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect or (iv) result in, or require the creation or imposition of, any Lien mortgage, lien, pledge, encumbrance, charge or security interest of any kind (each individually a "LIEN" and ---- collectively referred to as "LIENS") upon or with respect to any of the ----- properties now owned or hereafter acquired by REIT OP or the Company or any of its SubsidiariesCompany. Neither the Company REIT OP nor any Affiliate of its Subsidiaries REIT OP is bound by any agreement which would impose upon Purchaser Prudential any personal obligation or personal liability which is greater than the personal obligations and personal liabilities imposed upon Purchaser Prudential under this Agreement and the Registration Rights Agreement to be entered into by the Company REIT OP and Purchaser pursuant to Section 5.5 hereofPrudential. In addition, the Company REIT OP is not aware of any facts or circumstances that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Conflicting Agreements and Other Matters. Neither No default which could result in a Material Adverse Change or Effect exists under any order, writ, injunction, decree or demand of any Tribunal or in the Company nor performance or observance of any of its Subsidiaries obligation, covenant, or condition in any agreement to which Borrower is bound. Borrower is not a party to or otherwise subject to any contract or agreement which, absent waiver or subject consent, would restrict or otherwise affect the right or ability of Borrower to execute this Agreement or any charter or other corporate restriction compliance with which could reasonably be expected to have a Material Adverse Effect. Assuming the filing of a Form D with the Commission, the listing of the Shares on the NYSE and the accuracy of the representations and warranties of, and other Loan Papers or the performance of any of their respective terms other than such contracts and agreements as to which requisite waivers or consents have been obtained by Borrower and furnished to Lender. Neither the agreements execution nor delivery of this Agreement or any of the other Loan Papers, nor fulfillment of, Purchaser set forth in Section 3.2 and elsewhere herein, neither the execution and delivery of the Transaction Documents nor fulfillment of nor compliance with the with, their respective terms and provisions thereofprovisions, nor the issuance of the Shares will (i) violate or conflict with any provision of any Law Law, determination or award presently in effect or in effect at the Closing Date having applicability to the Company or any Subsidiary by which Borrower or any of their propertiesits properties is bound or affected, except such violations or any provision of the Certificate of Incorporation or Bylaws of Borrower (as could not reasonably be expected amended to have a Material Adverse Effect, the date hereof); (ii) conflict with or result in a any breach of or constitute a default under the Charter or Bylaws of the Company or any organizational document of its Subsidiaries, (iii) except as set forth in Schedule 3.1(d), require any consent, approval or notice under, or conflict with or result in a breach of, constitute a default or accelerate any right under, any note, bond, mortgage, licensedeed of trust, indenture or indenture, loan or credit agreement, agreement or any other agreement agreement, lease or instrument, instrument to which the Company or any of its Subsidiaries Borrower is a party or by which Borrower or any of their respective its properties is boundmay be bound or affected; (iii) require the consent of any other Person, except such authorizations, consents, approvals, notices, conflicts, breaches or defaults approvals and licenses as could not reasonably be expected have been obtained by Borrower and furnished to have a Material Adverse Effect Lender; or (iv) result inrequire the authorization, consent or approval of, or require the creation any license from, or imposition ofany filing or registration with, any Lien upon or with respect Tribunal, except such authorizations, consents, approvals and licenses as have been obtained by Borrower and furnished to any of the properties now owned or hereafter acquired by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is bound by any agreement which would impose upon Purchaser any personal obligation or personal liability which is greater than the personal obligations and personal liabilities imposed upon Purchaser under this Agreement and the Registration Rights Agreement to be entered into by the Company and Purchaser pursuant to Section 5.5 hereof. In addition, the Company is not aware of any facts or circumstances that, individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectLender.