Common use of Investment Concentration Clause in Contracts

Investment Concentration. (a) Borrower shall not make, and shall not permit any of its Subsidiaries to make, any Investment in the following items which would cause the value of such holdings of Borrower and/or Subsidiaries to exceed the following percentages of Borrower's Net Worth: (i) raw land, such that the aggregate book value of all such raw land (other than: (A) raw land subject to a ground lease under which Borrower is the landlord and a Person not an Affiliate of Borrower is the tenant; (B) land on which the development of a Project has commenced; (C) land subject to a binding contract of sale under which Borrower or one of its Subsidiaries is the seller, the buyer is not an Affiliate of Borrower and (D) out-parcels held for lease or sale) exceeds ten percent (10%) of Net Worth; (ii) developed real estate used primarily for non-retail purposes, such that the aggregate book value of such real estate (other than the real estate located at 2030 Hamilton Place Boulevard, Chattanooga, Tenxxxxxx xxx x xxxxx office building located at Richland Mall in Waco, Texas) exceeds ten percent (10%) of Net Worth; (iii) Capital Stock of any Person, such that the aggregate value of such Capital Stock in Unconsolidated Affiliates other than CBL Management, Inc., calculated on the basis of the lower of cost or market, exceeds ten percent (10%) of Net Worth; (iv) Mortgages, such that the aggregate principal amount secured by Mortgages acquired by Borrower after the Effective Date exceeds ten percent (10%) of Net Worth, except for mortgages held by Mortgage Holdings, LLC (on real estate owned by Borrower or any entity related to Borrower) for the purpose of avoiding mortgage taxes and title charges and mortgages granted upon the sale of assets as more particular set out in Borrower's 10k; (v) Investments made after the date hereof in partnerships, joint ventures and other non-corporate Persons accounted for on an equity basis (determined in accordance with GAAP), such that the aggregate outstanding amount of such Investments (other than Investments in partnerships in which (A) Borrower is the sole general partner and the only limited partners are either (i) the Person from whom the real estate owned by such partnership was purchased, and such Person's successors and assigns or (ii) a Person operating stores which anchor the development constructed or to be constructed by such partnership or (B) Borrower owns not less than ninety percent (90%) of the partnership interests and has the unilateral right to make all operational and strategic decisions) exceeds ten percent (10%) of Net Worth. (b) Neither Borrower nor any of its Subsidiaries shall acquire the business of all or substantially all of the assets or stock of any Person, or any division of any Person, whether through Investment, purchase of assets, merger or otherwise; provided that Borrower or its Subsidiaries may make such an acquisition so long as Borrower has delivered to Bank, not less than thirty (30) days prior to the date such acquisition is consummated, (i) all information related to such acquisition as is reasonably requested by the Bank and (ii) a certificate, signed by the chief financial officer of Borrower, certifying that, giving effect to such acquisition, there shall not exist any Default or Event of Default hereunder and setting forth in reasonable detail the calculations setting forth, on a pro forma basis giving effect such acquisition, Borrower's compliance with the loan documents which exist between Borrower and Bank.

Investment Concentration. (a) Borrower shall not make, and shall not permit any of its Subsidiaries to make, any Investment in the following items which would cause the value of such holdings of Borrower and/or Subsidiaries to exceed the following percentages of Borrower's Tangible Net Worth: (i) raw land, such that the aggregate book value of all such raw land (other than: (A) raw land subject to a ground lease under which Borrower is the landlord and a Person not an Affiliate of Borrower is the tenant; (B) land on which the development of a Project has commenced; (C) land subject to a binding contract of sale under which Borrower or one of its Subsidiaries is the seller, the buyer is not an Affiliate of Borrower and (D) out-parcels held for lease or sale) exceeds ten percent (10%) of Tangible Net Worth; (ii) developed real estate used primarily for non-retail purposes, such that the aggregate book value of such real estate (other than the real estate located at 2030 Hamilton Place Boulevard, Chattanooga, Tenxxxxxx Tennessee xxx x xxxxx office xxxxxx building located at Richland Mall in Waco, Texas) exceeds ten percent (10%) of Tangible Net Worth; (iii) Capital Stock of any Person, such that the aggregate value of such Capital Stock in Unconsolidated Affiliates other than CBL & Associates Management, Inc., calculated on the basis of the lower of cost or market, exceeds ten percent (10%) of Tangible Net Worth; (iv) Mortgages, such that the aggregate principal amount secured by Mortgages acquired by Borrower after the Effective Date exceeds ten percent (10%) of Tangible Net Worth, except for mortgages held by Mortgage Holdings, LLC (on real estate owned by Borrower or any entity related to Borrower) for the purpose of avoiding mortgage taxes and title charges and mortgages granted upon the sale of assets as more particular set out in Borrower's 10k; (v) Investments made after the date hereof in partnerships, joint ventures and other non-corporate Persons accounted for on an equity basis (determined in accordance with GAAP), such that the aggregate outstanding amount of such Investments (other than Investments in partnerships in which (A) Borrower is the sole general partner and the only limited partners are either (i) the Person from whom the real estate owned by such partnership was purchased, and such Person's successors and assigns or (ii) a Person operating stores which anchor the development constructed or to be constructed by such partnership or (B) Borrower owns not less than ninety percent (90%) of the partnership interests and has the unilateral right to make all operational and strategic decisions) exceeds ten percent (10%) of Tangible Net Worth. (b) Neither Borrower nor any of its Subsidiaries shall acquire the business of all or substantially all of the assets or stock of any Person, or any division of any Person, whether through Investment, purchase of assets, merger or otherwise; provided that Borrower or its Subsidiaries may make such an acquisition so long as Borrower has delivered to Bank, not less than thirty (30) days prior to the date such acquisition is consummated, (i) all information related to such acquisition as is reasonably requested by the Bank and (ii) a certificate, signed by the chief financial officer of Borrower, certifying that, giving effect to such acquisition, there shall not exist any Default or Event of Default hereunder and setting forth in reasonable detail the calculations setting forth, on a pro forma basis giving effect such acquisition, Borrower's compliance with the loan documents which exist between Borrower and Bank.

Investment Concentration. (a) Borrower shall not make, and shall not permit any of its Subsidiaries to make, any Investment in the following items which would cause the value of such holdings of Borrower and/or Subsidiaries to exceed the following percentages of Borrower's Net WorthGross Asset Value: (i) raw land, such that the aggregate book value of all such raw land (other than: (A) raw land subject to a ground lease under which Borrower is the landlord and a Person not an Affiliate of Borrower is the tenant; (B) land on which the development of a Project project has commenced; (C) land subject to a binding contract of sale under which the Borrower or one of its Subsidiaries is the seller, and the buyer is not an Affiliate of Borrower and (D) out-parcels held for lease or salesale at projects which are either completed or where development has commenced) exceeds ten percent (10%) of Net WorthGross Asset Value; (ii) developed real estate used primarily for non-retail purposes, such that the aggregate book value of such real estate (other than the real estate located at 2030 Hamilton Place Boulevard0000 Xxx Xxxxxxx, Chattanooga, Tenxxxxxx xxx x xxxxx office building located at Richland Mall in Waco, TexasTennessee) exceeds ten percent (10%) of Net WorthGross Asset Value; (iii) Capital Stock of any Person, such that the aggregate value of such Capital Stock in Unconsolidated Affiliates other than (a) CBL Management, Inc., and (b) any operating Subsidiary of Borrower or of CBL Properties, Inc., calculated on the basis of the lower of cost or market, exceeds ten percent (10%) of Net WorthGross Asset Value; (iv) Mortgages, such that the aggregate principal amount secured by Mortgages acquired by Borrower after the Effective Date September 26, 1996 exceeds ten percent (10%) of Net Worth, except for mortgages held by Mortgage Holdings, LLC (on real estate owned by Borrower or any entity related to Borrower) for the purpose of avoiding mortgage taxes and title charges and mortgages granted upon the sale of assets as more particular set out in Borrower's 10kGross Asset Value; (v) Investments made after the date hereof in partnerships, joint ventures and other non-corporate Persons accounted for on an using the equity basis of accounting (determined in accordance with GAAP), such that the aggregate outstanding amount of such Investments (other than Investments in (A) partnerships or limited liability companies in which (AI) Borrower is the sole general partner or sole managing member and the only limited partners or other members are either (ia) the Person from whom the real estate owned by such partnership Partnership was purchased, and such Person's successors and assigns or (iib) a Person operating stores which anchor the development constructed or to be constructed by such partnership or (BII) Borrower owns not less than ninety percent (90%) of the partnership interests and has the unilateral right to make all operational and strategic decisions, or (B) partnerships, joint ventures and other non-corporate Persons whose financial reports are prepared on a consolidated basis with Borrower) exceeds ten fifteen percent (1015%) of Net Worth.Gross Asset Value; (bvi) Neither Borrower nor any items described in subsections (i), (ii), (iii) and (v) of its Subsidiaries shall acquire this Section 5.11(a), such that the business of all or substantially all of the assets or stock of any Personaggregate value thereof, or any division of any Persondetermined in accordance with such subsections, whether through Investment, purchase of assets, merger or otherwise; provided that Borrower or its Subsidiaries may make such an acquisition so long as Borrower has delivered to Bank, not less than exceeds thirty percent (30) days prior to the date such acquisition is consummated, (i) all information related to such acquisition as is reasonably requested by the Bank and (ii) a certificate, signed by the chief financial officer of Borrower, certifying that, giving effect to such acquisition, there shall not exist any Default or Event of Default hereunder and setting forth in reasonable detail the calculations setting forth, on a pro forma basis giving effect such acquisition, Borrower's compliance with the loan documents which exist between Borrower and Bank.%)

Investment Concentration. (a) Borrower shall not make, and shall not permit any of its Subsidiaries to make, any Investment in the following items which would cause the value of such holdings of Borrower and/or Subsidiaries to exceed the following percentages of Borrower's Net Worth: (i) raw land, such that the aggregate book value of all such raw land (other than: (A) raw land subject to a ground lease under which Borrower is the landlord and a Person not an Affiliate of Borrower is the tenant; (B) land on which the development of a Project has commenced; (C) land subject to a binding contract of sale under which Borrower or one of its Subsidiaries is the seller, the buyer is not an Affiliate of Borrower and (D) out-parcels held for lease or sale) exceeds ten percent (10%) of Net Worth; (ii) developed real estate used primarily for non-retail purposes, such that the aggregate book value of such real estate (other 29 than the real estate located at 2030 Hamilton Place Boulevard0000 Xxx Xxxxxxx, Chattanooga, Tenxxxxxx xxx x xxxxx office building located at Richland Mall in Waco, TexasTennessee) exceeds ten percent (10%) of Net Worth; (iii) Capital Stock of any Person, such that the aggregate value of such Capital Stock in Unconsolidated Affiliates other than CBL Management, Inc., calculated on the basis of the lower of cost or market, exceeds ten percent (10%) of Net Worth; (iv) Mortgages, such that the aggregate principal amount secured by Mortgages acquired by Borrower after the Effective Date exceeds ten percent (10%) of Net Worth, except for mortgages held by Mortgage Holdings, LLC (on real estate owned by Borrower or any entity related to Borrower) for the purpose of avoiding mortgage taxes and title charges and mortgages granted upon the sale of assets as more particular set out in Borrower's 10k; (v) Investments made after the date hereof in partnerships, joint ventures and other non-corporate Persons accounted for on an equity basis (determined in accordance with GAAP), such that the aggregate outstanding amount of such Investments (other than Investments in partnerships in which (A) Borrower is the sole general partner and the only limited partners are either (iI) the Person from whom the real estate owned by such partnership was purchased, and such Person's successors and assigns or (iiII) a Person operating stores which anchor the development constructed or to be constructed by such partnership or (B) Borrower owns not less than ninety percent (90%) of the partnership interests and has the unilateral right to make all operational and strategic decisions) exceeds ten percent (10%) of Net Worth. (b) Neither Borrower nor any of its Subsidiaries shall acquire the business of all or substantially all of the assets or stock of any Person, or any division of any Person, whether through Investment, purchase of assets, merger or otherwise; provided that Borrower or its Subsidiaries may make such an acquisition so long as Borrower has delivered to BankAgent, not less than thirty (30) days prior to the date such acquisition is consummated, (i) all information related to such acquisition as is reasonably requested by the Bank Agent and (ii) a certificate, signed by the chief financial officer of Borrower, certifying that, giving effect to such acquisition, there shall not exist any Default or Event of Default hereunder and setting forth in reasonable detail the calculations setting forth, on a pro forma basis giving effect such acquisition, Borrower's compliance with Sections 6.8, 6.11, 6.12, 6.13, 6.14, 6.15, 6.17 or 6.18 of the loan documents which exist between Borrower and BankAgent.

Investment Concentration. (a) Borrower shall not make, and shall not permit any of its Subsidiaries to make, any Investment in the following items which would cause the value of such holdings of Borrower and/or Subsidiaries to exceed the following percentages of Borrower's Tangible Net Worth: (i) raw land, such that the aggregate book value of all such raw land (other than: (A) raw land subject to a ground lease under which Borrower is the landlord and a Person not an Affiliate of Borrower is the tenant; (B) land on which the development of a Project has commenced; (C) land subject to a binding contract of sale under which Borrower or one of its Subsidiaries is the seller, the buyer is not an Affiliate of Borrower and (D) out-parcels held for lease or sale) exceeds ten percent (10%) of Tangible Net Worth; (ii) developed real estate used primarily for non-retail purposes, such that the aggregate book value of such real estate (other than the real estate located at 2030 Hamilton Place Boulevard, Chattanooga, Tenxxxxxx xxx Tennessee axx x xxxxx office building xxxxxx xxxxxxxx located at Richland Mall in Waco, Texas) exceeds ten percent (10%) of Tangible Net Worth; (iii) Capital Stock of any Person, such that the aggregate value of such Capital Stock in Unconsolidated Affiliates other than CBL & Associates Management, Inc., calculated on the basis of the lower of cost or market, exceeds ten percent (10%) of Tangible Net Worth; (iv) Mortgages, such that the aggregate principal amount secured by Mortgages acquired by Borrower after the Effective Date exceeds ten percent (10%) of Tangible Net Worth, except for mortgages held by Mortgage Holdings, LLC (on real estate owned by Borrower or any entity related to Borrower) for the purpose of avoiding mortgage taxes and title charges and mortgages granted upon the sale of assets as more particular set out in Borrower's 10k; (v) Investments made after the date hereof in partnerships, joint ventures and other non-corporate Persons accounted for on an equity basis (determined in accordance with GAAP), such that the aggregate outstanding amount of such Investments (other than Investments in partnerships in which (A) Borrower is the sole general partner and the only limited partners are either (i) the Person from whom the real estate owned by such partnership was purchased, and such Person's successors and assigns or (ii) a Person operating stores which anchor the development constructed or to be constructed by such partnership or (B) Borrower owns not less than ninety percent (90%) of the partnership interests and has the unilateral right to make all operational and strategic decisions) exceeds ten percent (10%) of Tangible Net Worth. (b) Neither Borrower nor any of its Subsidiaries shall acquire the business of all or substantially all of the assets or stock of any Person, or any division of any Person, whether through Investment, purchase of assets, merger or otherwise; provided that Borrower or its Subsidiaries may make such an acquisition so long as Borrower has delivered to Bank, not less than thirty (30) days prior to the date such acquisition is consummated, (i) all information related to such acquisition as is reasonably requested by the Bank and (ii) a certificate, signed by the chief financial officer of Borrower, certifying that, giving effect to such acquisition, there shall not exist any Default or Event of Default hereunder and setting forth in reasonable detail the calculations setting forth, on a pro forma basis giving effect such acquisition, Borrower's compliance with the loan documents which exist between Borrower and Bank.

Investment Concentration. (a) Borrower shall not make, and shall not permit any of its Subsidiaries to make, any Investment in the following items which would cause the value of such holdings of Borrower and/or Subsidiaries to exceed the following percentages of Borrower's Tangible Net Worth:: C SGE 348625 v4 2100000-C03120 05/30/2006 (i) raw land, such that the aggregate book value of all such raw land (other than: (A) raw land subject to a ground lease under which Borrower is the landlord and a Person not an Affiliate of Borrower is the tenant; (B) land on which the development of a Project has commenced; (C) land subject to a binding contract of sale under which Borrower or one of its Subsidiaries is the seller, the buyer is not an Affiliate of Borrower and (D) out-parcels held for lease or sale) exceeds ten percent (10%) of Tangible Net Worth; (ii) developed real estate used primarily for non-retail purposes, such that the aggregate book value of such real estate (other than the real estate located at 2030 Hamilton Place 0000 Xxxxxxxx Xxxxx Boulevard, Chattanooga, Tenxxxxxx xxx x xxxxx Tennessee and a small office building located at Richland Mall in Waco, Texas) exceeds ten percent (10%) of Tangible Net Worth; (iii) Capital Stock of any Person, such that the aggregate value of such Capital Stock in Unconsolidated Affiliates other than CBL & Associates Management, Inc., calculated on the basis of the lower of cost or market, exceeds ten percent (10%) of Tangible Net Worth; (iv) Mortgages, such that the aggregate principal amount secured by Mortgages acquired by Borrower after the Effective Date exceeds ten percent (10%) of Tangible Net Worth, except for mortgages held by Mortgage Holdings, LLC (on real estate owned by Borrower or any entity related to Borrower) for the purpose of avoiding mortgage taxes and title charges and mortgages granted upon the sale of assets as more particular set out in Borrower's 10k; (v) Investments made after the date hereof in partnerships, joint ventures and other non-corporate Persons accounted for on an equity basis (determined in accordance with GAAP), such that the aggregate outstanding amount of such Investments (other than Investments in partnerships in which (A) Borrower is the sole general partner and the only limited partners are either (i) the Person from whom the real estate owned by such partnership was purchased, and such Person's successors and assigns or (ii) a Person operating stores which anchor the development constructed or to be constructed by such partnership or (B) Borrower owns not less than ninety percent (90%) of the partnership interests and has the unilateral right to make all operational and strategic decisions) exceeds ten percent (10%) of Tangible Net Worth. (b) Neither Borrower nor any of its Subsidiaries shall acquire the business of all or substantially all of the assets or stock of any Person, or any division of any Person, whether through Investment, purchase of assets, merger or otherwise; provided that Borrower or its Subsidiaries may make such an acquisition so long as Borrower has delivered to Bank, not less than thirty (30) days prior to the date such acquisition is consummated, (i) all information related to such acquisition as is reasonably requested by the Bank and (ii) a certificate, signed by the chief financial officer of Borrower, certifying that, giving effect to such acquisition, there shall not exist any Default or Event of Default hereunder and setting forth in reasonable detail the calculations setting forth, on a pro forma basis giving effect such acquisition, Borrower's compliance with the loan documents which exist between Borrower and Bank.. C SGE 348625 v4 2100000-C03120 05/30/2006

Investment Concentration. (a) Borrower shall not make, and shall not permit any of its Subsidiaries to make, any Investment in the following items which would cause the value of such holdings of Borrower and/or Subsidiaries to exceed the following percentages of Borrower's Net WorthGross Asset Value: (i) raw land, such that the aggregate book value of all such raw land (other than: (A) raw land subject to a ground lease under which Borrower is the landlord and a Person not an Affiliate of Borrower is the tenant; (B) land on which the development of a Project has commenced; (C) land subject to a binding contract of sale under which the Borrower or one of its Subsidiaries is the seller, the buyer is not an Affiliate of Borrower and (D) out-parcels held for lease or sale) exceeds ten percent (10%) of Net WorthGross Asset Value; (ii) developed real estate used primarily for non-retail purposes, such that the aggregate book value of such real estate (other than the real estate located at 2030 Hamilton Place Boulevard0000 Xxx Xxxxxxx, Chattanooga, Tenxxxxxx xxx x xxxxx office building located at Richland Mall in Waco, TexasTennessee) exceeds ten percent (10%) of Net WorthGross Asset Value; (iii) Capital Stock of any Person, such that the aggregate value of such Capital Stock in Unconsolidated Affiliates other than CBL Management, Inc., calculated on the basis of the lower of cost or market, exceeds ten percent (10%) of Net WorthGross Asset Value; (iv) Mortgages, such that the aggregate principal amount secured by Mortgages acquired by Borrower after the Effective Date exceeds ten percent (10%) of Net Worth, except for mortgages held by Mortgage Holdings, LLC (on real estate owned by Borrower or any entity related to Borrower) for the purpose of avoiding mortgage taxes and title charges and mortgages granted upon the sale of assets as more particular set out in Borrower's 10kGross Asset Value; (v) Investments made after the date hereof in partnerships, joint ventures and other non-corporate Persons accounted for on an using the equity basis of accounting (determined in accordance with GAAP), such that the aggregate outstanding amount of such Investments (other than Investments in (A) partnerships in which (AI) Borrower is the sole general partner and the only limited partners are either (ia) the Person from whom the real estate owned by such partnership Partnership was purchased, and such Person's successors and assigns or (iib) a Person operating stores which anchor the development constructed or to be constructed by such partnership or (BII) Borrower owns not less than ninety percent (90%) of the partnership interests and has the unilateral right to make all operational and strategic decisions, or (B) partnerships, joint ventures and other non-corporate Persons whose financial reports are prepared on a consolidated basis with Borrower) exceeds ten fifteen percent (1015%) of Net Worth.Gross Asset Value; (bvi) Neither Borrower nor any items described in subsections (i), (ii), (iii) and (v) of its Subsidiaries shall acquire this Section 6.11(a), such that the business of all or substantially all of the assets or stock of any Personaggregate value thereof, or any division of any Persondetermined in accordance with such subsections, whether through Investment, purchase of assets, merger or otherwise; provided that Borrower or its Subsidiaries may make such an acquisition so long as Borrower has delivered to Bank, not less than exceeds thirty percent (30) days prior to the date such acquisition is consummated, (i) all information related to such acquisition as is reasonably requested by the Bank and (ii) a certificate, signed by the chief financial officer of Borrower, certifying that, giving effect to such acquisition, there shall not exist any Default or Event of Default hereunder and setting forth in reasonable detail the calculations setting forth, on a pro forma basis giving effect such acquisition, Borrower's compliance with the loan documents which exist between Borrower and Bank.%)

Investment Concentration. (a) Borrower shall not make, and shall not permit any of its Subsidiaries to make, any Investment in the following items which would cause the value of such holdings of Borrower and/or Subsidiaries to exceed the following percentages of Borrower's Net Worth: (i) raw land, such that the aggregate book value of all such raw land (other than: (A) raw land subject to a ground lease under which Borrower is the landlord and a Person not an Affiliate of Borrower is the tenant; (B) land on which the development of a Project has commenced; (C) land subject to a binding contract of sale under which Borrower or one of its Subsidiaries is the seller, the buyer is not an Affiliate of Borrower and (D) out-parcels held for lease or sale) exceeds ten percent (10%) of Net Worth; (ii) developed real estate used primarily for non-retail purposes, such that the aggregate book value of such real estate (other than the real estate located at 2030 Hamilton Place Boulevard6148 Lee Highway, ChattanoogaXxxxxxxxxxx, Tenxxxxxx xxx x xxxxx office building located at Richland Mall in Waco, TexasTennessee) exceeds ten percent (10%) of Net Worth; (iii) Capital Stock of any Person, such that the aggregate value of such Capital Stock in Unconsolidated Affiliates other than CBL Management, Inc., calculated on the basis of the lower of cost or market, exceeds ten percent (10%) of Net Worth; (iv) Mortgages, such that the aggregate principal amount secured by Mortgages acquired by Borrower after the Effective Date exceeds ten percent (10%) of Net Worth, except for mortgages held by Mortgage Holdings, LLC (on real estate owned by Borrower or any entity related to Borrower) for the purpose of avoiding mortgage taxes and title charges and mortgages granted upon the sale of assets as more particular set out in Borrower's 10k; (v) Investments made after the date hereof in partnerships, joint ventures and other non-corporate Persons accounted for on an equity basis (determined in accordance with GAAP), such that the aggregate outstanding amount of such Investments (other than Investments in partnerships in which (A) Borrower is the sole general partner and the only limited partners are either (iI) the Person from whom the real estate owned by such partnership was purchased, and such Person's successors and assigns or (iiII) a Person operating stores which anchor the development constructed or to be constructed by such partnership or (B) Borrower owns not less than ninety percent (90%) of the partnership interests and has the unilateral right to make all operational and strategic decisions) exceeds ten percent (10%) of Net Worth. (b) Neither Borrower nor any of its Subsidiaries shall acquire the business of all or substantially all of the assets or stock of any Person, or any division of any Person, whether through Investment, purchase of assets, merger or otherwise; provided that Borrower or its Subsidiaries may make such an acquisition so long as Borrower has delivered to BankAgent, not less than thirty (30) days prior to the date such acquisition is consummated, (i) all information related to such acquisition as is reasonably requested by the Bank Agent and (ii) a certificate, signed by the chief financial officer of Borrower, certifying that, giving effect to such acquisition, there shall not exist any Default or Event of Default hereunder and setting forth in reasonable detail the calculations setting forth, on a pro forma basis giving effect such acquisition, Borrower's compliance with Sections 6.8, 6.11, 6.12, 6.13, 6.14, 6.15, 6.17 or 6.18 of the loan documents which exist between Borrower and BankAgent.

Investment Concentration. (a) Borrower shall not make, and shall not permit any of its Subsidiaries to make, any Investment in the following items which would cause the value of such holdings of Borrower and/or Subsidiaries to exceed the following percentages of Borrower's Net Worth: (i1) raw land, such that the aggregate book value of all such raw land (other than: (A) raw land subject to a ground lease under which Borrower is the landlord and a Person not an Affiliate of Borrower is the tenant; (B) land on which the development of a Project has commenced; (C) land subject to a binding contract of sale under which Borrower or one of its Subsidiaries is the seller, the buyer is not an Affiliate of Borrower and (D) out-parcels held for lease or sale) exceeds ten percent (10%) of Net Worth; (ii2) developed real estate used primarily for non-retail purposes, such that the aggregate book value of such real estate (other than the real estate located at 2030 Hamilton Place Boulevard6148 Lee Highway, Chattanooga, Tenxxxxxx xxx x xxxxx office building located at Richland Mall in Waco, TexasTexxxxxxx) exceeds xxxxxxx ten percent (10%) of Net Worth; (iii3) Capital Stock of any Person, such that the aggregate value of such Capital Stock in Unconsolidated Affiliates other than CBL Management, Inc., calculated on the basis of the lower of cost or market, exceeds ten percent (10%) of Net Worth; (iv4) Mortgages, such that the aggregate principal amount secured by Mortgages acquired by Borrower after the Effective Date exceeds ten percent (10%) of Net Worth, except for mortgages held by Mortgage Holdings, LLC (on real estate owned by Borrower or any entity related to Borrower) for the purpose of avoiding mortgage taxes and title charges and mortgages granted upon the sale of assets as more particular set out in Borrower's 10k; (v5) Investments made after the date hereof in partnerships, joint ventures and other non-corporate Persons accounted for on an equity basis (determined in accordance with GAAP), such that the aggregate outstanding amount of such Investments (other than Investments in partnerships in which (A) Borrower is the sole general partner and the only limited partners are either (iI) the Person from whom the real estate owned by such partnership was purchased, and such Person's successors and assigns or (iiII) a Person operating stores which anchor the development constructed or to be constructed by such partnership or (B) Borrower owns not less than ninety percent (90%) of the partnership interests and has the unilateral right to make all operational and strategic decisions) exceeds ten percent (10%) of Net Worth. (b) Neither Borrower nor any of its Subsidiaries shall acquire the business of all or substantially all of the assets or stock of any Person, or any division of any Person, whether through Investment, purchase of assets, merger or otherwise; provided that Borrower or its Subsidiaries may make such an acquisition so long as Borrower has delivered to BankAgent, not less than thirty (30) days prior to the date such acquisition is consummated, (i) all information related to such acquisition as is reasonably requested by the Bank Agent and (ii) a certificate, signed by the chief financial officer of Borrower, certifying that, giving effect to such acquisition, there shall not exist any Default or Event of Default hereunder and setting forth in reasonable detail the calculations setting forth, on a pro forma basis giving effect such acquisition, Borrower's compliance with Sections 6.8, 6.11, 6.12, 6.13, 6.14, 6.15, 6.17 or 6.18 of the loan documents which exist between Borrower and BankAgent.

Investment Concentration. (a) Borrower shall not make, and shall not permit any of its Subsidiaries to make, any Investment in the following items which would cause the value of such holdings of Borrower and/or Subsidiaries and its subsidiaries to exceed the following percentages of Borrower's Net Worth: (i) raw land, such that the aggregate book value of all such raw land (other than: (A) raw land subject to a ground lease under which Borrower is the landlord and a Person not an Affiliate of Borrower is the tenant; (B) land on which the development of a Project has commenced; (C) land subject to a binding contract of sale under which Borrower or one of its Subsidiaries is the seller, seller and the buyer is not an Affiliate of Borrower and (D) out-parcels held for lease or sale) exceeds ten percent (10%) of Net Worth; (ii) developed real estate used primarily for non-retail purposes, such that the aggregate book value of such real estate (other than the real estate located at 2030 Hamilton Place Boulevard, Chattanooga, Tenxxxxxx Txxxxxxxx xxx x xxxxx small office building located at Richland Mall in Mall, Waco, Texas) exceeds ten percent Xxxxx, xxxxxxx xxx xxxxxxx (1000%) of Net Worthxx Xxx Xxxxx; (iii) Capital Stock of any Person, such that the aggregate value of such Capital Stock in Unconsolidated Affiliates other than CBL Management, Inc., calculated on the basis of the lower of cost or market, exceeds ten percent (10%) of Net Worth; (iv) Mortgages, such that the aggregate principal amount secured by Mortgages acquired by Borrower after the Effective Date exceeds ten percent (10%) of Net Worth, except for mortgages held by Mortgage Holdings, LLC (on real estate owned by Borrower or any entity related to Borrower) for the purpose of avoiding mortgage taxes and title charges and mortgages granted upon the sale of assets as more particular set out in Borrower's 10k; (v) Investments made after the date hereof in partnerships, joint ventures and other non-corporate Persons accounted for on an equity basis (determined in accordance with GAAP), such that the aggregate outstanding amount of such Investments (other than Investments in partnerships in which (A) Borrower is the sole general partner and the only limited partners are either (iI) the Person from whom the real estate owned by such partnership was purchased, and such Person's successors and assigns or (iiII) a Person operating stores which anchor the development constructed or to be constructed by such partnership or (B) Borrower owns not less than ninety percent (90%) of the partnership interests and has the unilateral right to --- make all operational and strategic decisions) exceeds ten percent (10%) of Net Worth. (b) Neither Borrower nor any of its Subsidiaries shall acquire the business of all or substantially all of the assets or stock of any Person, or any division of any Person, whether through Investment, purchase of assets, merger or otherwise; provided that Borrower or its Subsidiaries may make such an acquisition so long as Borrower has delivered to Bank, not less than thirty (30) days prior to the date such acquisition is consummated, (i) all information related to such acquisition as is reasonably requested by the Bank and (ii) a certificate, signed by the chief financial officer of Borrower, certifying that, giving effect to such acquisition, there shall not exist any Default or Event of Default hereunder and setting forth in reasonable detail the calculations setting forth, on a pro forma basis giving effect such acquisition, Borrower's compliance with the loan documents which exist between Borrower and Bankfinancial covenants set forth herein.

Investment Concentration. (a) Borrower shall not make, and shall not permit any of its Subsidiaries to make, any Investment in the following items which would cause the value of such holdings of Borrower and/or Subsidiaries to exceed the following percentages of Borrower's Net WorthGross Asset Value: (i) raw land, such that the aggregate book value of all such raw land (other than: (A) raw land subject to a ground lease under which Borrower is the landlord and a Person not an Affiliate of Borrower is the tenant; (B) land on which the development of a Project has commenced; (C) land subject to a binding contract of sale under which the Borrower or one of its Subsidiaries is the seller, the buyer is not an Affiliate of Borrower and (D) out-parcels held for lease or sale) exceeds ten percent (10%) of Net WorthGross Asset Value; (ii) developed real estate used primarily for non-retail purposes, such that the aggregate book value of such real estate (other than the real estate located at 2030 Hamilton Place Boulevard0000 Xxx Highway, Chattanooga, Tenxxxxxx xxx x xxxxx office building located at Richland Mall in Waco, TexasTennessee) exceeds ten percent (10%) of Net WorthGross Asset Value; (iii) Capital Stock of any Person, such that the aggregate value of such Capital Stock in Unconsolidated Affiliates other than CBL Management, Inc., calculated on the basis of the lower of cost or market, exceeds ten percent (10%) of Net WorthGross Asset Value; (iv) Mortgages, such that the aggregate principal amount secured by Mortgages acquired by Borrower after the Effective Date exceeds ten percent (10%) of Net Worth, except for mortgages held by Mortgage Holdings, LLC (on real estate owned by Borrower or any entity related to Borrower) for the purpose of avoiding mortgage taxes and title charges and mortgages granted upon the sale of assets as more particular set out in Borrower's 10kGross Asset Value; (v) Investments made after the date hereof in partnerships, joint ventures and other non-corporate Persons accounted for on an using the equity basis of accounting (determined in accordance with GAAP), such that the aggregate outstanding amount of such Investments (other than Investments in (A) partnerships in which (AI) Borrower is the sole general partner and the only 50 limited partners are either (ia) the Person from whom the real estate owned by such partnership Partnership was purchased, and such Person's successors and assigns or (iib) a Person operating stores which anchor the development constructed or to be constructed by such partnership or (BII) Borrower owns not less than ninety percent (90%) of the partnership interests and has the unilateral right to make all operational and strategic decisions, or (B) partnerships, joint ventures and other non-corporate Persons whose financial reports are prepared on a consolidated basis with Borrower) exceeds ten fifteen percent (1015%) of Net Worth.Gross Asset Value; (bvi) Neither Borrower nor any items described in subsections (i), (ii), (iii) and (v) of its Subsidiaries shall acquire this Section 6.11(a), such that the business of all or substantially all of the assets or stock of any Personaggregate value thereof, or any division of any Persondetermined in accordance with such subsections, whether through Investment, purchase of assets, merger or otherwise; provided that Borrower or its Subsidiaries may make such an acquisition so long as Borrower has delivered to Bank, not less than exceeds thirty percent (30) days prior to the date such acquisition is consummated, (i) all information related to such acquisition as is reasonably requested by the Bank and (ii) a certificate, signed by the chief financial officer of Borrower, certifying that, giving effect to such acquisition, there shall not exist any Default or Event of Default hereunder and setting forth in reasonable detail the calculations setting forth, on a pro forma basis giving effect such acquisition, Borrower's compliance with the loan documents which exist between Borrower and Bank.%)

Investment Concentration. (a) Borrower shall not make, and shall not permit any of its Subsidiaries to make, any Investment in the following items which would cause the value of such holdings of Borrower and/or Subsidiaries to exceed the following percentages of Borrower's Net Worth: (i) raw land, such that the aggregate book value of all such raw land (other than: (A) raw land subject to a ground lease under which Borrower is the landlord and a Person not an Affiliate of Borrower is the tenant; (B) land on which the development of a Project has commenced; (C) land subject to a binding contract of sale under which Borrower or one of its Subsidiaries is the seller, the buyer is not an Affiliate of Borrower and (D) out-out- parcels held for lease or sale) exceeds ten percent (10%) of Net Worth; (ii) developed real estate used primarily for non-non- retail purposes, such that the aggregate book value of such real estate (other than the real estate located at 2030 Hamilton Place Boulevard0000 Xxx Xxxxxxx, Chattanooga, Tenxxxxxx xxx x xxxxx office building located at Richland Mall in Waco, TexasTennessee) exceeds ten percent (10%) of Net Worth; (iii) Capital Stock of any Person, such that the aggregate value of such Capital Stock in Unconsolidated Affiliates other than CBL Management, Inc., calculated on the basis of the lower of cost or market, exceeds ten percent (10%) of Net Worth; (iv) Mortgages, such that the aggregate principal amount secured by Mortgages acquired by Borrower after the Effective Date exceeds ten percent (10%) of Net Worth, except for mortgages held by Mortgage Holdings, LLC (on real estate owned by Borrower or any entity related to Borrower) for the purpose of avoiding mortgage taxes and title charges and mortgages granted upon the sale of assets as more particular set out in Borrower's 10k; (v) Investments made after the date hereof in partnerships, joint ventures and other non-non- corporate Persons accounted for on an equity basis (determined in accordance with GAAP), such that the aggregate outstanding amount of such Investments (other than Investments in partnerships in which (A) Borrower is the sole general partner and the only limited partners are either (iI) the Person from whom the real estate owned by such partnership was purchased, and such Person's successors and assigns or (iiII) a Person operating stores which anchor the development constructed or to be constructed by such partnership or (B) Borrower owns not less than ninety percent (90%) of the partnership interests and has the unilateral right to make all operational and strategic decisions) exceeds ten percent (10%) of Net Worth. (b) Neither Borrower nor any of its Subsidiaries shall acquire the business of all or substantially all of the assets or stock of any Person, or any division of any Person, whether through Investment, purchase of assets, merger or otherwise; provided that Borrower or its Subsidiaries may make such an acquisition so long as Borrower has delivered to Bank, not less than thirty (30) days prior to the date such acquisition is consummated, (i) all information related to such acquisition as is reasonably requested by the Bank and (ii) a certificate, signed by the chief financial officer of Borrower, certifying that, giving effect to such acquisition, there shall not exist any Default or Event of Default hereunder and setting forth in reasonable detail the calculations setting forth, on a pro forma basis giving effect such acquisition, Borrower's compliance with the loan documents which exist between Borrower and Bankfinancial covenants set forth herein.

Investment Concentration. (a) Borrower shall not make, and shall not permit any of its Subsidiaries to make, any Investment in the following items which would cause the value of such holdings of Borrower and/or Subsidiaries to exceed the following percentages of Borrower's Net WorthGross Asset Value: (i) raw land, such that the aggregate book value of all such raw land (other than: (A) raw land subject to a ground lease under which Borrower is the landlord and a Person not an Affiliate of Borrower is the tenant; (B) land on which the development of a Project has commenced; (C) land subject to a binding contract of sale under which the Borrower or one of its Subsidiaries is the seller, the buyer is not an Affiliate of Borrower and (D) out-parcels held for lease or sale) exceeds ten percent (10%) of Net WorthGross Asset Value; (ii) developed real estate used primarily for non-retail purposes, such that the aggregate book value of such real estate (other than the real estate located at 2030 Hamilton Place Boulevard0000 Xxx Xxxxxxx, Chattanooga, Tenxxxxxx xxx x xxxxx office building located at Richland Mall in Waco, TexasTennessee) exceeds ten percent (10%) of Net WorthGross Asset Value; (iii) Capital Stock of any Person, such that the aggregate value of such Capital Stock in Unconsolidated Affiliates other than CBL Management, Inc., calculated on the basis of the lower of cost or market, exceeds ten percent (10%) of Net WorthGross Asset Value; (iv) Mortgages, such that the aggregate principal amount secured by Mortgages acquired by Borrower after the Effective Date September 26, 1996 exceeds ten percent (10%) of Net Worth, except for mortgages held by Mortgage Holdings, LLC (on real estate owned by Borrower or any entity related to Borrower) for the purpose of avoiding mortgage taxes and title charges and mortgages granted upon the sale of assets as more particular set out in Borrower's 10kGross Asset Value; (v) Investments made after the date hereof in partnerships, joint ventures and other non-corporate Persons accounted for on an using the equity basis of accounting (determined in accordance with GAAP), such that the aggregate outstanding amount of such Investments (other than Investments in (A) partnerships in which (AI) Borrower is the sole general partner and the only limited partners are either (ia) the Person from whom the real estate owned by such partnership Partnership was purchased, and such Person's successors and assigns or (iib) a Person operating stores which anchor the development constructed or to be constructed by such partnership or (BII) Borrower owns not less than ninety percent (90%) of the partnership interests and has the unilateral right to make all operational and strategic decisions, or (B) partnerships, joint ventures and other non-corporate Persons whose financial reports are prepared on a consolidated basis with Borrower) exceeds ten fifteen percent (1015%) of Net Worth.Gross Asset Value; (bvi) Neither Borrower nor any items described in subsections (i), (ii), (iii) and (v) of its Subsidiaries shall acquire this Section 6.11(a), such that the business of all or substantially all of the assets or stock of any Personaggregate value thereof, or any division of any Persondetermined in accordance with such subsections, whether through Investment, purchase of assets, merger or otherwise; provided that Borrower or its Subsidiaries may make such an acquisition so long as Borrower has delivered to Bank, not less than exceeds thirty percent (30) days prior to the date such acquisition is consummated, (i) all information related to such acquisition as is reasonably requested by the Bank and (ii) a certificate, signed by the chief financial officer of Borrower, certifying that, giving effect to such acquisition, there shall not exist any Default or Event of Default hereunder and setting forth in reasonable detail the calculations setting forth, on a pro forma basis giving effect such acquisition, Borrower's compliance with the loan documents which exist between Borrower and Bank.%)