Common use of Limited Partners' Covenant Clause in Contracts

Limited Partners' Covenant. Each Limited Partner covenants and agrees with the General Partner that all Offered Units tendered to the General Partner in accordance with the exercise of Rights herein provided shall be delivered to the General Partner free and clear of all Liens, and should any Liens exist or arise with respect to such Offered Units, the General Partner shall be under no obligation to acquire the same unless, in connection with such acquisition, the General Partner has elected to pay such portion of the consideration therefor in the form of cash in circumstances where such cash will be sufficient to cause such existing Lien to be discharged in full upon application of all or a part of such consideration and the General Partner is expressly authorized to apply such portion of the consideration as may be necessary to satisfy any indebtedness in full and to discharge such Lien in full. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Offered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. EXHIBIT J Intentionally Omitted EXHIBIT K Intentionally Omitted EXHIBIT L Intentionally Omitted EXHIBIT M ADDRESSES OF PARTNERS * * * * * * M-1 EXHIBIT N Intentionally Omitted N-1 EXHIBIT O Intentionally Omitted O-1 EXHIBIT P Intentionally Omitted EXHIBIT Q Intentionally Omitted EXHIBIT R LIST OF SERIES Z-1 UNITHOLDERS * * * * * * EXHIBIT S SERIES Z-1 TARGET FFO AMOUNTS * * * * * * EXHIBIT T DESIGNATION OF THE RIGHTS, POWERS, PRIVILEGES, RESTRICTIONS, QUALIFICATIONS AND LIMITATIONS OF THE LTIP UNITS The following are certain additional terms of the LTIP Units:

Limited Partners' Covenant. Each Limited Partner covenants and agrees with the General Partner that all Offered Units tendered to the General Partner in accordance with the exercise of Rights herein provided shall be delivered to the General Partner free and clear of all Liens, and should any Liens exist or arise with respect to such Offered Units, the General Partner shall be under no obligation to acquire the same unless, in connection with such acquisition, the General Partner has elected to pay such portion of the consideration therefor in the form of cash in circumstances where such cash will be sufficient to cause such existing Lien to be discharged in full upon application of all or a part of such consideration and the General Partner is expressly authorized to apply such portion of the consideration as may be necessary to satisfy any indebtedness in full and to discharge such Lien in full. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Offered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. EXHIBIT J Intentionally Omitted EXHIBIT K Intentionally Omitted EXHIBIT L Intentionally Omitted EXHIBIT M ADDRESSES OF PARTNERS * * * * * * M-1 EXHIBIT N Intentionally Omitted N-1 EXHIBIT O Intentionally Omitted O-1 EXHIBIT P Intentionally Omitted EXHIBIT Q Intentionally Omitted EXHIBIT R LIST DESCRIPTION OF SERIES Z-1 UNITHOLDERS * * * * * * EXHIBIT S SERIES Z-1 TARGET FFO AMOUNTS * * * * * * EXHIBIT T DESIGNATION OF THE PREFERENCES, OTHER RIGHTS, VOTING POWERS, PRIVILEGES, RESTRICTIONS, LIMITATIONS AS TO DISTRIBUTIONS, QUALIFICATIONS AND LIMITATIONS TERMS AND CONDITIONS OF REDEMPTION OF THE LTIP UNITS The following are certain additional terms of the LTIP Units:SERIES B PREFERRED UNITS

Limited Partners' Covenant. Each Limited Partner covenants and agrees with the General Partner Partnership that all Offered Units tendered to the General Partner Partnership in accordance with the exercise of Rights herein provided shall be delivered to the General Partner Partnership free and clear of all Liens, Liens and should any Liens exist or arise with respect to such Offered Units, the General Partner Partnership shall be under no obligation to acquire the same unless, in connection with such acquisition, the General Partner Partnership has elected to pay such portion of the consideration therefor Exchange Consideration in the form of cash consideration in circumstances where such cash consideration will be sufficient to cause such existing Lien to be discharged in full upon application of all or a part of such consideration and the General Partner Partnership is expressly authorized to apply such portion of the consideration Exchange Consideration as may be necessary to satisfy any indebtedness in full and to discharge such Lien in full. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Offered Units to the General Partner Partnership (or its designee), such Limited Partner shall assume and pay such transfer tax. EXHIBIT J Intentionally Omitted EXHIBIT K Intentionally Omitted EXHIBIT L Intentionally Omitted EXHIBIT M ADDRESSES OF PARTNERS * * * * * * M-1 EXHIBIT N Intentionally Omitted N-1 EXHIBIT O Intentionally Omitted O-1 EXHIBIT P Intentionally Omitted EXHIBIT Q Intentionally Omitted EXHIBIT R LIST OF SERIES Z-1 UNITHOLDERS * * * * * * EXHIBIT S SERIES Z-1 TARGET FFO AMOUNTS * * * * * * EXHIBIT T DESIGNATION OF THE RIGHTSD SCHEDULE 1 EXCHANGE NOTICE To: CBL & Associates Limited Partnership Reference is made to that certain Fifth Amended and Restated Agreement of Limited Partnership of CBL & Associates Limited Partnership dated November 1, POWERS2021 (as amended from time to time, PRIVILEGES, RESTRICTIONS, QUALIFICATIONS AND LIMITATIONS OF THE LTIP UNITS The following are certain additional the “Partnership Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Partnership Agreement. Pursuant to Section 8.6 of the LTIP Units:Partnership Agreement and Section 2 of Exhibit D of the Partnership Agreement, each of the undersigned, being a limited partner of the Partnership (an “Exercising Partner”), hereby elects to exercise its Exchange Rights as to a portion or portions of its Partnership Units all as specified opposite its signature below: Dated: Exercising Partner Number of Offered Units Exercising Partners: EXHIBIT D SCHEDULE 2 ELECTION NOTICE To: All Exercising Partners Reference is made to that certain Fifth Amended and Restated Agreement of Limited Partnership of CBL & Associates Limited Partnership dated November 1, 2021 (as amended from time to time, the “Partnership Agreement”). All capitalized terms used but not defined herein shall have the meanings set forth in the Partnership Agreement. Pursuant to Section 6 of Exhibit D to the Partnership Agreement, the undersigned, being the General Partner of the Partnership, hereby notifies the Exercising Partners that (a) the Exchange Consideration for the Offered Units as to which the Exchange Rights are being or are deemed to be exercised is $_____ , the computation of which is set forth on an attachment hereto; (b) $_______ of the Exchange Consideration is payable in cash and the balance thereof is payable by issuance of _______ shares of Common Stock; and (c) the closing of the purchase and sale of the Offered Units as to which the Exchange Rights are being or are deemed to be exercised shall take place at the offices of __________________ at _______ a.m., local time, on ____________. Dated: CBL HOLDINGS I, INC., a Delaware corporation By: Its: ]

Limited Partners' Covenant. Each Limited Partner covenants and agrees with the General Partner Partnership that all Offered Units tendered to the General Partner Partnership in accordance with the exercise of Rights herein provided shall be delivered to the General Partner Partnership free and clear of all Liens, Liens and should any Liens exist or arise with respect to such Offered Units, the General Partner Partnership shall be under no obligation to acquire the same unless, in connection with such acquisition, the General Partner Partnership has elected to pay such portion of the consideration therefor Exchange Consideration in the form of cash consideration in circumstances where such cash consideration will be sufficient to cause such existing Lien to be discharged in full upon application of all or a part of such consideration and the General Partner Partnership is expressly authorized to apply such portion of the consideration Exchange Consideration as may be necessary to satisfy any indebtedness in full and to discharge such Lien in full. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Offered Units to the General Partner Partnership (or its designee), such Limited Partner shall assume and pay such transfer tax. EXHIBIT J Intentionally Omitted EXHIBIT K Intentionally Omitted EXHIBIT L Intentionally Omitted EXHIBIT M ADDRESSES OF PARTNERS * * * * * * M-1 EXHIBIT N Intentionally Omitted N-1 EXHIBIT O Intentionally Omitted O-1 EXHIBIT P Intentionally Omitted EXHIBIT Q Intentionally Omitted EXHIBIT R LIST OF SERIES Z-1 UNITHOLDERS * * * * * * EXHIBIT S SERIES Z-1 TARGET FFO AMOUNTS * * * * * * EXHIBIT T DESIGNATION OF THE RIGHTSD SCHEDULE 1 EXCHANGE NOTICE To: CBL & Associates Limited Partnership Reference is made to that certain Fifth Amended and Restated Agreement of Limited Partnership of CBL & Associates Limited Partnership dated [November 1], POWERS2021 (as amended from time to time, PRIVILEGES, RESTRICTIONS, QUALIFICATIONS AND LIMITATIONS OF THE LTIP UNITS The following are certain additional the “Partnership Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Partnership Agreement. Pursuant to Section 8.6 of the LTIP Units:Partnership Agreement and Section 2 of Exhibit D of the Partnership Agreement, each of the undersigned, being a limited partner of the Partnership (an “Exercising Partner”), hereby elects to exercise its Exchange Rights as to a portion or portions of its Partnership Units all as specified opposite its signature below: Dated: ________________ Exercising Partner Number of Offered Units Exercising Partners: ___________________________________ ___________________________________ EXHIBIT D SCHEDULE 2 ELECTION NOTICE To: All Exercising Partners Reference is made to that certain Fifth Amended and Restated Agreement of Limited Partnership of CBL & Associates Limited Partnership dated [November 1], 2021 (as amended from time to time, the “Partnership Agreement”). All capitalized terms used but not defined herein shall have the meanings set forth in the Partnership Agreement. Pursuant to Section 6 of Exhibit D to the Partnership Agreement, the undersigned, being the General Partner of the Partnership, hereby notifies the Exercising Partners that (a) the Exchange Consideration for the Offered Units as to which the Exchange Rights are being or are deemed to be exercised is $_____ , the computation of which is set forth on an attachment hereto; (b) $_______ of the Exchange Consideration is payable in cash and the balance thereof is payable by issuance of _______ shares of Common Stock; and (c) the closing of the purchase and sale of the Offered Units as to which the Exchange Rights are being or are deemed to be exercised shall take place at the offices of __________________ at _______ a.m., local time, on ____________. Dated: ___________________________ CBL HOLDINGS I, INC., a Delaware corporation By: _______________________________ Its: ___________________________]