CONTRIBUTION AGREEMENT AMONG WESTFIELD AMERICA LIMITED PARTNERSHIP, as Transferor AND CW JOINT VENTURE, LLC, as Transferee AND CBL & ASSOCIATES LIMITED PARTNERSHIP

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of August 9, 2007, by and among WESTFIELD AMERICA LIMITED PARTNERSHIP, a Delaware limited partnership (“Transferor”), CW JOINT VENTURE, LLC, a Delaware limited liability company (“Transferee”), and CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (“CBL OP”). All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth herein or in Schedule 1 attached hereto.

RECITALS

WHEREAS, Transferee was formed on July 17, 2007 by filing a Certificate of Formation with the Secretary of State of the State of Delaware.

WHEREAS, CBL OP, as the sole member of Transferee, adopted that certain Limited Liability Company Agreement of CW Joint Venture, LLC, dated effective as of July 17, 2007 (the “Original Operating Agreement”).

WHEREAS, CBL OP entered into that certain Contribution Agreement, dated as of even date herewith, by and between CBL OP, as transferor, and Transferee, as transferee (the “CBL Contribution Agreement”), pursuant to which CBL OP has agreed to contribute to Transferee (the “CBL Contribution”) those certain properties more particularly described therein.

WHEREAS, in consideration for the CBL Contribution, Transferee has agreed to issue to CBL OP, upon the closing under the CBL Contribution Agreement, common units in Transferee that, following their issuance, will represent 100% of all of the authorized, issued and outstanding common units in Transferee (the “Common Membership Interests”). Each holder of the Common Membership Interests shall be referred to herein as the “Common Member”.

WHEREAS, Transferor owns, and immediately prior to Closing will own, directly or indirectly, 100% of the limited liability company interests (collectively, the “Contributed Interests”) in each of (a) Mid Rivers Mall LLC, a Delaware limited liability company (“Mid Rivers Mall Owner”), (b) Mid Rivers Land LLC, a Delaware limited liability company (“Mid Rivers Land I Owner”), (c) Mid Rivers Land LLC II, a Delaware limited liability company (“Mid Rivers Land II Owner”), (d) South County Shoppingtown LLC, a Delaware limited liability company (“South County Mall Owner”), (e) West County Shoppingtown LLC, a Delaware limited liability company (“West County Mall Owner”), and (f) West County Parcel, LLC, a Delaware limited liability company (“L&T Owner”; and together with Mid Rivers Mall Owner, Mid Rivers Land I Owner, Mid Rivers Land II Owner, South County Mall Owner, and West County Mall Owner, collectively, the “Property Owners”, and each, a “Property Owner”).

WHEREAS, each of the Property Owners is disregarded as an entity separate from Transferor for tax purposes.

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WHEREAS, (a) Mid Rivers Mall Owner owns fee title to the shopping center located at St. Xxxxxx, Missouri, commonly known as “Westfield Mid Rivers” (including the Land described on Exhibit G-1 attached hereto and all Improvements located thereon, the “Mid Rivers Mall Property”), (b) Mid Rivers Land II Owner owns fee title to a certain parcel of real property upon which a Best Buy store is located (including the Land described on Exhibit G-2 attached hereto and all Improvements located thereon, the “Mid Rivers Land II Property”), (c) South County Mall Owner owns fee title to the shopping center located in St. Louis, Missouri, commonly known as “Westfield South County” (including the Land described on Exhibit G-3 attached hereto and all Improvements located thereon, the “South County Mall Property”), (d) West County Mall Owner owns fee title to the shopping center located in Des Xxxxx, Missouri, commonly known as “Westfield West County” (including the Land described on Exhibit G-4 attached hereto and all Improvements located thereon, the “West County Mall Property”), and (e) L&T Owner owns fee title to a certain parcel of real property adjacent to the West County Mall Property upon which a former Lord & Xxxxxx department store is located (including the Land described on Exhibit G-5 attached hereto and all Improvements located thereon, the “L&T Property”).

WHEREAS, Mid Rivers Land I Owner will own at Closing fee title to those certain parcels of real property set forth on Schedule 2 attached hereto, including a certain parcel of real property located in the vicinity of the Mid Rivers Mall Property upon which an office building is located (including the Land described on Exhibit G-6 attached hereto and all Improvements located thereon, the “Mid Rivers Office Property”), which parcel of real property is subject to that certain Ground Lease, dated as of June 1, 1982, by and between May Centers, Inc. (as predecessor-in-interest to Mid Rivers Land I Owner), as ground lessor, and Mid Rivers Limited Partnership (the “MRO Leasehold Owner”), as ground lessee (as amended, supplemented or otherwise modified to date, collectively, the “MRO Ground Lease”).

WHEREAS, Transferor desires to contribute, or to cause to be contributed, to Transferee, and Transferee desires to accept, the Contributed Interests (the “Contribution”), in exchange for the Preferred Membership Interests, upon and subject to the terms and conditions set forth in this Agreement. Each holder of the Preferred Membership Interests shall be referred to herein as the “Preferred Member”.

WHEREAS, upon consummation of the Contribution, Transferor shall be admitted as a Preferred Member in Transferee.

WHEREAS, simultaneous with the consummation of the Contribution and the admission of Transferor as a Preferred Member in Transferee, the Original Operating Agreement will be amended and restated in its entirety.

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AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:

ARTICLE I

Contribution of Contributed Interests

1.1 Contribution. For the consideration hereinafter set forth, but subject to the terms, provisions, covenants and conditions contained herein, Transferor hereby agrees to make, or cause to be made, the Contribution. In consideration of the Contribution, Transferor shall be admitted as a Preferred Member in Transferee and shall receive preferred units in Transferee that, (a) immediately following their issuance, will constitute 100% of all of the authorized, issued and outstanding preferred units in Transferee (the “Preferred Membership Interests”), and (b) will have a total liquidation preference equal to the initial Contributed Interests Value. Any subsequent adjustments to the Contributed Interests Value in accordance with the terms hereof shall be allocated, to the extent feasible, to the Contributed Interests to which such adjustment relates, and otherwise shall be allocated among the Contributed Interests in proportion to their respective Allocated Contributed Interests Value.

1.2

Contributed Interests Value.

(a) The total value of the Contributed Interests shall be $741,975,333, less the outstanding principal balances of the Existing Mortgage Loans as of the Closing Date, and subject to the adjustments as set forth in Sections 1.2(b) and (c) and Section 10.1 (such reduced and adjusted amount being hereinafter referred to as the “Contributed Interests Value”). The Contributed Interests Value has initially been allocated among the Contributed Interests as set forth on Schedule 1.2(a) attached hereto. Such allocations may be revised pursuant to Section 3.1(c) of the Amended and Restated Operating Agreement. The Contributed Interest Value may also be subsequently increased as set forth in Section 3.1(b) of the LLC Agreement to reflect the resolution of a disagreement as to value of the Contributed Interests.

(b) The Contributed Interests Value shall be increased by an amount equal to:

[ 97% of (	New Income – Lost Rent	) ]
	0.06

; provided, however, that if the above-described amount is equal to less than zero, the Contributed Interests Value shall not be adjusted pursuant to this Section 1.2(b). The adjustments made to the Contributed Interests Value pursuant to this Section 1.2(b) shall be deemed final and not subject to further adjustments if no such adjustments have been requested in good faith within one year after the Closing Date. All post-Closing adjustments to the

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Contributed Interests Value pursuant to this Section 1.2(b) shall be subject to Sections 10.1(h) and (m). For purposes of this Section 1.2(b), the following definitions shall apply:

(i) “Early Terminated Tenant Lease” shall mean each Tenant Lease which expires or terminates after April 24, 2007 and prior to the Closing Date.

(ii) “Lost Rent” means the aggregate annualized reduction in income which is expected to occur from the Early Terminated Tenant Leases, calculated based on the annualized amount of minimum rent payable under each Early Terminated Tenant Lease during the last full calendar month period immediately prior to the expiration or termination thereof.

(iii) “New Income” means the aggregate annualized increase in income which is expected to occur from the New Tenant Leases, calculated based on the annualized amount of minimum rent payable under each New Tenant Lease for the first full calendar month after the rent commencement date thereunder.

(iv) “New Tenant Lease” means each new Tenant Lease entered into by any Property Owner after April 24, 2007 and prior to the Closing Date in accordance with Section 6.1(c) or otherwise with the approval of Transferee; provided, that the Tenant thereunder is scheduled to open for business on or prior to December 31, 2007 (except as may otherwise be agreed to by Transferee); provided, further, that, with respect to each New Tenant Lease:

(1) Transferee shall receive a credit for (A) all unpaid, non-disbursed Tenant incentives, allowances or inducements (including work to be performed by or at the applicable Property Owner’s expense pursuant to the terms of such New Tenant Lease) for the initial term of such Tenant Lease, and (B) all third party brokerage and leasing agreements for which fees or commissions are or will be payable relating to such New Tenant Lease, in each case, as and to the extent set forth in Section 10.1(k); and

(2) without duplication of any credits received under clause (1), Transferee shall receive a credit for the value of any rent concessions, abatements, free rent amounts, rent “holidays”, or other “lost” rent between the Closing Date and the scheduled (as of the Closing Date) rent commencement date under such New Tenant Lease; provided, that there shall be a post-closing adjustment based on the actual rent commencement date under such New Tenant Lease.

(c) Deposit. Within 2 Business Days after the full execution and delivery of this Agreement by Transferor and Transferee, Transferee shall deliver to Escrow Agent the amount of Eleven Million Two Hundred Fifty Thousand and No/100 Dollars ($11,250,000.00)

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(which sum, together with any and all interest and dividends earned thereon, shall hereinafter be referred to as the “Deposit”). Transferee may, at its election, deliver all or any portion of the Deposit in the form of either (i) cash (by Federal funds wire transfer to a U.S. bank account specified by Escrow Agent), or (ii) an unconditional and irrevocable letter of credit, that is payable to Transferor (x) at sight in the State of New York or (y) upon presentation via facsimile followed by overnight courier delivery of the original, and expires no earlier than the 60^th day after the last possible date for Closing under Section 9.1, and is issued from Regions Bank or another creditworthy bank or financial institution reasonably acceptable to Transferor. Transferor hereby approves the form of letter of credit attached hereto as Exhibit I. Escrow Agent shall hold the Deposit (including any proceeds from draws under any letter of credit) pursuant to the provisions of Article XII. If the Contribution is not consummated for any reason (other than a termination of this Agreement in accordance with its terms arising out of a default by Transferee or CBL OP of any provision hereof, the CBL Contribution Agreement or any other agreement between or among Transferor, Transferee and CBL OP or their respective affiliates), then the Deposit shall be returned to Transferee. Notwithstanding anything to the contrary contained herein, at Closing, upon admission of Transferor as a Preferred Member of Transferee holding the Preferred Membership Interests, the Deposit shall be returned to Transferee. The parties hereto shall promptly take any action required to cause the Deposit to be delivered to any party entitled thereto pursuant to the terms of this Agreement.

1.3 Closing Costs. At Closing, (i) Transferee shall cause Transferee’s Closing Costs to be paid in full by delivering the amount thereof to Escrow Agent (by Federal funds wire transfer), (ii) Transferor shall cause Transferor’s Closing Costs to be paid in full by delivering the amount thereof to Escrow Agent (by Federal funds wire transfer), and (iii) Transferee and Transferor shall cause Escrow Agent to deliver all such amounts directly to the Persons to whom such amounts are owed (all as described in Section 10.2). CBL OP shall make a cash contribution to Transferee in an amount and as and when required to enable Transferee to satisfy its obligations under clause (i) of this Section 1.3.

ARTICLE II

Investigation of the Properties and Titles

2.1 Inspection of Properties; Indemnity. Until Closing or earlier termination of this Agreement, Transferee, through its sole member CBL OP, shall continue to have the rights set forth in that certain Access Agreement, dated as of May 10, 2007, by and between Transferor, on behalf of itself and its subsidiaries and affiliates, as owner, and CBL OP, as inspector (as the same may be amended, supplemented or otherwise modified, the “Access Agreement”), as amended by this Agreement. Without limiting the provisions of the Access Agreement, each of CBL OP and Transferee shall, jointly and severally, indemnify, hold harmless and defend Transferor and each Transferor Related Party from and against any mechanics’ or materialmen’s lien or claim therefor, any claim, cause of action, lawsuit, damage, liability, loss, cost, expense or any other Losses (including, without limitation, attorneys’ fees) due to injury to persons or damage to property arising out of any entry by CBL OP, Transferee or CBL OP’s or Transferee’s

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engineers, architects and other employees, representatives, contractors, subcontractors and agents, or out of any inspections, tests or surveys conducted by or on behalf of Transferee or CBL OP, in connection with the transactions contemplated herein, in each case, except to the extent caused by the gross negligence or willful misconduct of Transferor or such Transferor Related Party.

2.2

Title and Survey.

(a) Schedule 2.2(a) attached hereto is a schedule with respect to each Property of the Liens, defects and other exceptions to title to which such Property will be subject at Closing when Transferee shall acquire the Contributed Interests and accept indirect possession of the Properties (such exceptions, together with (a) Liens for Taxes that are not yet due and payable, (b) rights of Tenants, as tenants only, under Tenant Leases and the rights of MRO Leasehold Owner, as ground lessee only, under the MRO Ground Lease, (c) any Liens arising out of any act of Transferee or CBL OP, and (d) any other matters that are approved or deemed approved by Transferee hereunder being collectively, the “Permitted Exceptions”).

(b) Notwithstanding anything to the contrary contained herein, on or before the tenth (10th) day after the Effective Date, Transferee shall have the right to object to any matter shown on a Title Commitment or Survey heretofore delivered to Transferee, but only with respect to any matter reported or shown thereon which has or could have a Material Adverse Title Effect (as hereinafter defined) (such objections, “Transferee’s Objections”). Notwithstanding anything herein to the contrary contained herein, from and after the Effective Date until Closing, Transferee shall have until the 10^th day after Transferee’s receipt, after the Effective Date, of any update to a Survey or Title Commitment (and legible copies of all documents referenced in any such update) to notify Transferor in writing of any objection (also, “Transferee’s Objections”) which Transferee may have to any matter disclosed, reported or shown thereon and not disclosed, reported or shown on a Title Commitment or Survey previously delivered to Transferee as to which Transferee has already responded or failed to timely respond pursuant to the preceding sentence, but only if such matter or thing has or could have a Material Adverse Title Effect. The term “Material Adverse Title Effect” means any matter that has a material adverse effect on the use, value or operation of the Property in question, that breaches a law or that breaches a contract, but only if such breach would have a material adverse effect on the use, value or operation of the Property in question. The preceding three (3) sentences do not apply to Liens, as to which the express provisions of this Agreement as to Liens shall apply. Transferor will and (prior to Closing) will cause the Property Owners to cooperate reasonably and in good faith with Transferee in Transferee’s attempts to obtain customary and reasonable title insurance with respect to Permitted Exceptions (e.g., the omission of recorded memoranda of lease for leases that have expired or been terminated). As a condition to Closing, Transferor shall remove or discharge from title to the Properties (i) any Liens which secure an obligation to pay sums of money borrowed by Transferor, any Property Owner or any affiliate thereof (other than the Existing Mortgage Loans) or which are set forth on Schedule 2.2(b) attached hereto and any other matters set forth on Schedule 2.2(b) attached hereto as

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Transferor’s obligation to remove or discharge, (ii) any exceptions and matters objected to by Transferee which were created or caused by Transferor, any Property Owner or any affiliate thereof between the Effective Date and the Closing Date, and (iii) any other exceptions and matters timely objected to by Transferee in Transferee’s Objections that may be discharged by the payment of an ascertainable amount of money (the exceptions and matters described in clauses (i), (ii) and (iii), other than mechanic’s lien or materialman’s lien arising from work performed by or on behalf of a Tenant or MRO Leasehold Owner (other than by any Property Owner as the landlord of such Tenant or MRO Leasehold Owner, or such Property Owner’s contractors), collectively, the “Curable Title Objections”); provided, however, that Transferor shall have no obligation to spend more than Three Million and No/100 Dollars ($3,000,000.00) in the aggregate in connection with the curing and/or insuring over of the Curable Title Objections described in clause (iii), and Transferor shall have no obligation to remove any mechanic’s lien or materialman’s lien arising from work performed by or on behalf of a Tenant or MRO Leasehold Owner (other than by any Property Owner as the landlord of such Tenant or MRO Leasehold Owner, or such Property Owner’s contractors). Alternatively, in lieu of removing or discharging any of the Curable Title Objections from title to the Properties (other than any mechanic’s lien or materialman’s lien arising from work performed by any Property Owner or such Property Owner’s contractors), Transferor may obtain for Transferee, title insurance coverage reasonably acceptable to Transferee from the Title Company insuring over any such exceptions or matters, and subject to the same $3,000,000 limitation described above and without limiting the provisions of Section 10.2(ii), Transferor shall be responsible for the incremental costs and expenses charged by the Title Company to insure over any such exceptions and matters (the “Incremental Title Costs”). Without limiting the foregoing, Transferor and Transferee hereby agree to cooperate to cause to be removed from title to the Properties, at Transferor’s expense, any mechanic’s lien or materialman’s lien arising from work performed by any Property Owner or such Property Owner’s contractors which were of record prior to the Closing Date and which remain uncured after the Closing Date. The provisions of the immediately preceding sentence shall survive Closing.

(c) As a condition to Closing, Transferor shall, at Transferor’s expense, remove or discharge from title to the Contributed Interests any Liens which were created or caused by Transferor, any Property Owner or any affiliate thereof.

(d) On or before the 10^th day following Transferor’s receipt of Transferee’s Objections (or by the Outside Closing Date, if earlier), Transferor shall deliver written notice to Transferee (“Transferor’s Response”) indicating whether Transferor elects to remove or insure over those Transferee’s Objections that Transferor is not obligated to remove or insure over in accordance with Sections 2.2(b). If Transferor fails to deliver Transferor’s Response within the time frame set forth above, it shall be deemed to be an election by Transferor to not remove or insure over all of such Transferee’s Objections. If Transferor elects not to (or is deemed to have elected not to) remove or insure over all of such Transferee’s Objections, then Transferee must elect, by delivering written notice of such election to Transferor on or before the earlier to occur of (i) the 10^th day following Transferee’s receipt of

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Transferor’s Response (or by the Outside Closing Date, if earlier), or (ii) if no Transferor’s Response is received by Transferee, the 10^th day following the date on which Transferor shall have been deemed to have responded, as provided above (or by the Outside Closing Date, if earlier), to: (x) terminate this Agreement (in which case none of the parties thereafter shall have any rights or obligations to the other hereunder, other than pursuant to any provision hereof which expressly survives the termination of this Agreement); or (y) proceed to a timely Closing whereupon such objected to exceptions or matters shall be deemed to be approved by Transferee and constitute Permitted Exceptions. If Transferee fails to deliver a response within such 10 day period (or by the Outside Date, if earlier), then Transferee shall be deemed to have elected to proceed to Closing pursuant to clause (y) above.

2.3 Status of Title. At Closing, Transferor shall contribute, or cause to be contributed, to Transferee all of Transferor’s and/or its affiliates’ rights, titles and interests in and to the Contributed Interests, and Transferee shall accept (a) the Contributed Interests, and (b) indirect ownership and possession of the Properties, subject only to the Permitted Exceptions.

ARTICLE III

Transferee’s Acknowledgement

THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT: (A) TRANSFEREE IS A SOPHISTICATED INVESTOR IN REAL PROPERTY WHO IS FAMILIAR WITH INVESTMENTS SIMILAR TO THE PROPERTIES AND THE CONTRIBUTED INTERESTS; (B) EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR THE CLOSING DOCUMENTS, NEITHER TRANSFEROR NOR ANY TRANSFEROR RELATED PARTY HAS MADE OR WILL MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE PROPERTY OWNERS, ANY OF THE CONTRIBUTED INTERESTS, ANY OF THE PROPERTIES, THE PERMITTED USE OF ANY OF THE PROPERTIES, OR THE ZONING AND OTHER LAWS, REGULATIONS AND RULES APPLICABLE THERETO, OR THE COMPLIANCE BY ANY OF THE PROPERTIES THEREWITH, THE REVENUES AND EXPENSES GENERATED BY OR ASSOCIATED WITH ANY OF THE PROPERTIES OR ANY OF THE CONTRIBUTED INTERESTS, OR OTHERWISE RELATING TO ANY OF THE PROPERTY OWNERS, ANY OF THE PROPERTIES, ANY OF THE CONTRIBUTED INTERESTS, OR THE TRANSACTIONS CONTEMPLATED HEREIN; AND (C) EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR THE CLOSING DOCUMENTS, THE CONTRIBUTED INTERESTS ARE BEING TRANSFERRED TO TRANSFEREE AND TRANSFEREE IS ACCEPTING THE CONTRIBUTED INTERESTS AND INDIRECT POSSESSION OF THE PROPERTIES, IN EACH CASE, IN THEIR PRESENT “AS IS, WHERE IS” CONDITION “WITH ALL FAULTS”, WITH NO RIGHT OF SETOFF OR DEDUCTION IN THE CONTRIBUTED INTERESTS VALUE. IN ADDITION, TRANSFEREE EXPRESSLY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT UNKNOWN CONDITIONS MAY EXIST WITH RESPECT TO ANY OF THE PROPERTIES,

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THE PROPERTY OWNERS, AND/OR THE CONTRIBUTED INTERESTS AND THAT TRANSFEREE EXPLICITLY TOOK THE POSSIBILITY OF SUCH UNKNOWN CONDITIONS INTO ACCOUNT, TOGETHER WITH THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN, IN DETERMINING AND AGREEING TO THE CONTRIBUTED INTERESTS VALUE. SUBJECT TO THE TERMS HEREOF, TRANSFEREE HAS BEEN AFFORDED THE OPPORTUNITY TO MAKE ANY AND ALL INSPECTIONS AND DUE DILIGENCE OF THE PROPERTIES, THE PROPERTY OWNERS, AND ANY OTHER MATTERS RELATED TO THE CONTRIBUTED INTERESTS AND THE CONTRIBUTION AS TRANSFEREE REASONABLY DESIRED AND, ACCORDINGLY, EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR THE CLOSING DOCUMENTS, TRANSFEREE WILL RELY SOLELY ON ITS OWN DUE DILIGENCE AND INVESTIGATIONS IN ACQUIRING THE CONTRIBUTED INTERESTS. TRANSFEREE HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE CLOSING DOCUMENTS, NONE OF TRANSFEROR, ANY TRANSFEROR RELATED PARTY OR ANY PERSON ACTING ON BEHALF OF ANY OF THEM, NOR ANY PERSON WHICH PREPARED OR PROVIDED ANY OF THE MATERIALS REVIEWED BY TRANSFEREE IN CONDUCTING ITS DUE DILIGENCE, NOR ANY REPRESENTATIVE, BROKER, ACCOUNTANT, ADVISOR, ATTORNEY, CONSULTANT, SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING PARTIES, HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY ORAL OR WRITTEN REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO ANY OF THE PROPERTY OWNERS, ANY OF THE CONTRIBUTED INTERESTS, OR ANY OF THE PROPERTIES, OTHER THAN THOSE EXPRESSLY CONTAINED HEREIN. TRANSFEREE FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS AGREEMENT AND THE CLOSING DOCUMENTS, ALL MATERIALS WHICH HAVE BEEN PROVIDED BY TRANSFEROR OR ANY TRANSFEROR RELATED PARTY OR ANY REPRESENTATIVE, BROKER, ACCOUNTANT, ADVISOR, ATTORNEY, CONSULTANT, SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING PARTIES, HAVE BEEN PROVIDED WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED, AS TO THEIR CONTENT, SUITABILITY FOR ANY PURPOSE, ACCURACY, TRUTHFULNESS OR COMPLETENESS AND TRANSFEREE SHALL NOT HAVE ANY RECOURSE AGAINST TRANSFEROR, ANY TRANSFEROR RELATED PARTY OR ANY REPRESENTATIVE, BROKER, ACCOUNTANT, ADVISOR, ATTORNEY, CONSULTANT, SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING PARTIES IN THE EVENT OF ANY ERRORS THEREIN OR OMISSIONS THEREFROM. THE PROVISIONS OF THIS ARTICLE III SHALL SURVIVE CLOSING.

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ARTICLE IV

Transferor’s Representation & Warranties

Transferor represents and warrants to Transferee as follows as of the Effective Date and (except with respect to any representation or warranty set forth in the Bringdown Certificate which is updated as of the Closing Date in accordance with the terms of Section 6.1(c)) as of the Closing Date:

4.1

Authority; Ownership of Contributed Interests.

(a) (i) Each of Transferor and each Property Owner is duly formed or organized, validly existing and in good standing under the laws of the state of its formation identified in the 5^th Recital hereto, (ii) each Property Owner is qualified to do business in the state in which the Property owned by such Property Owner is located, and (iii) except as otherwise disclosed in Schedule 4.1(a) attached hereto, no Property Owner has existed or operated under any other name, and Transferor has not existed under any other name since July 1, 2002. Each Property Owner has made all filings necessary in the state in which such Property Owner’s Property is located to own and operate such Property, except to the extent such failure would not have a material adverse effect on the business operations, financial condition or results of operations of such Property Owner's Properties.

(b) Other than as may be limited by the Existing Mortgage Loans, Transferor has the full right, power and authority to enter into this Agreement, the Closing Documents and all other documents contemplated hereby, and to consummate the transactions contemplated by this Agreement, the Closing Documents and such other documents. All requisite partnership, limited liability company and corporate, as applicable, action have been taken by Transferor to authorize the execution and delivery of this Agreement, and will be taken by Transferor prior to Closing to authorize the execution and delivery of the instruments referenced herein and the consummation of the transactions contemplated hereby. Each of the Persons signing this Agreement, the Closing Documents, and the other documents contemplated by this Agreement on behalf of Transferor has the legal right, power and authority to bind Transferor.

(c) Transferor owns, and will own immediately prior to Closing, directly or indirectly, beneficially and, to the extent applicable, of record, the Contributed Interests free and clear of any Lien of any nature whatsoever (subject to the rights of Transferee pursuant to this Agreement and the covenants, conditions and restrictions set forth in the Existing Loan Documents). The Contributed Interests are the only authorized, issued and outstanding direct equity interests in the Property Owners. Except for this Agreement, the Existing Loan Documents and any agreements entered into by Transferee, none of the Contributed Interests are subject to any written agreements or understandings among Persons with respect to the voting or transfer thereof to which Transferee or any Property Owner would be subject on or after the Closing Date. Except for this Agreement, the Amended and Restated Operating Agreement and any agreements entered into by Transferee, there are no subscriptions, options, warrants, calls,

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rights, convertible securities or other agreements or commitments of any character obligating Transferor, any Property Owner or any of their respective affiliates to issue, transfer or sell, or cause the issuance, transfer or sale of, any direct equity interests or other securities (whether or not such securities have voting rights) of any Property Owner to which Transferee or any Property Owner would be subject on or after the Closing Date.

4.2 No Conflicts. The execution, delivery and performance by Transferor of this Agreement and the instruments referenced herein and the transaction contemplated hereby will not conflict with, or with or without notice or the passage of time or both, (i) result in a breach of, violation of, or constitute a default under any material term or provision of any articles of formation, certificate of incorporation, bylaws, certificate of limited partnership, certificate of limited liability company, partnership agreement (oral or written) (including any designation supplemental thereto), limited liability company agreement (oral or written) (including any designation supplemental thereto) or other operating agreement (oral or written) (including any designation supplemental thereto), as applicable, of Transferor or any Property Owner, (ii) result in a breach of, violation of, or constitute a default under (subject to obtaining any consents required under the Existing Mortgage Loans) any material term or provision of, any indenture, deed of trust, mortgage, judicial or administrative order or Law, applicable to Transferor or any Property Owner or by which Transferor, any Property Owner, any of the Contributed Interests, any of the Properties (or any portion thereof), or any other asset of any Property Owner is bound, or (iii) result in a breach of, violation of, or constitute a default under, any material term or provision of any Continuing Contract which breaches, violations and defaults would, individually or in the aggregate, have a material adverse effect on the business operations, financial condition or results of operations of the applicable Property or the applicable Property Owner in question.

4.3 Consents; Binding Obligations. Other than with respect to any approval required under the Existing Loan Documents, no approval or consent (other than those which have already been obtained and have not been revoked) is required from any Person for Transferor to execute, deliver or perform this Agreement, the Closing Documents or the other instruments contemplated hereby, or for Transferor to consummate the transaction contemplated hereby, and (b) this Agreement, the Closing Documents and all other documents required hereby to be executed by Transferor are and shall be valid, legally binding obligations of Transferor, enforceable against Transferor in accordance with their respective terms. Transferor has delivered to Transferee copies of the Property Owner Organizational Documents, including all amendments thereto, which are true and complete in all material respects.

4.4 No Bankruptcy. No petition in bankruptcy (voluntary or otherwise), attachment, execution proceeding, assignment for the benefit of creditors, or petition seeking reorganization or insolvency, arrangement or other action or proceeding under Federal or state bankruptcy law is pending against or contemplated (or, to Transferor’s Actual Knowledge, threatened) by or against Transferor, any general partner of Transferor or any Property Owner.

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4.5

Tenant Leases, Contracts, Permitted Exceptions and Permits.

(a) Transferor has delivered to Transferee copies of the Tenant Leases, including all amendments, modifications and guaranties relating thereto which are true and complete in all material respects. Transferor has also made available to Transferee other material documents and notices relating to the Tenant Leases. The Property Owners are the lessors under the Tenant Leases, and no Property Owner has, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assigned, transferred, encumbered, hypothecated, pledged or granted a security interest in any of the Tenant Leases or its interest therein (other than in connection with the Existing Mortgage Loans).

(b) To Transferor’s Actual Knowledge, except as otherwise disclosed in Schedule 4.5(b) attached hereto, each of the Tenant Leases is in full force and effect. To Transferor’s Actual Knowledge, except as otherwise disclosed in Schedule 4.5(b) attached hereto, none of the Property Owners has sent or received any written notice of default under any of the material Tenant Leases. Transferor is not an affiliate of any Tenant under a Tenant Lease which will survive Closing, and Transferor does not have any direct or indirect ownership interest in any Tenant under a Tenant Lease which will survive Closing. Without limiting the foregoing, the parties hereto acknowledge that an affiliate of Transferor owns a limited partnership interest in MRO Leasehold Owner which is the ground lessee under the MRO Ground Lease. For purposes of this Section 4.5(b) and Section 6.1(i), the term “material Tenant Lease” shall mean a Tenant Lease demising more than 10,000 square feet of space.

(c) Attached hereto as Schedule 4.5(c) is a true and correct copy of the rent roll for each Property (each, a “Rent Roll”) based upon which the applicable Property Owner operates such Property as of the date indicated therein, together with a schedule, to Transferor’s Actual Knowledge, of the amount of (i) all Tenant Deposits and pre-paid rent of more than one month in advance paid by each Tenant under each Tenant Lease, less amounts previously applied or returned to such Tenant, and (ii) any and all unpaid incentives, concessions, abatements, free rent amounts, allowances or inducements granted to each Tenant (other than those expressly set forth in the Tenant Leases).

(d) Attached hereto as Schedule 4.5(d) is a list (the “Contract List”) that is true and complete in all material respects of all management, service, supply, repair and maintenance agreements, equipment leases, leasing and/or brokerage agreements and all other contracts and agreements (including the Contracts, but excluding the Tenant Leases and the MRO Ground Lease) with respect to or affecting each Property, or by which any Property Owner is bound, or under which any Property Owner is liable, in each case, as of the Effective Date. Transferor has delivered to Transferee copies of all written material Continuing Contracts, which are true and complete in all material respects. The Contracts which are national contracts are identified on Schedule 4.5(d) attached hereto. Transferor has no direct or indirect ownership interest in any service provider under any Continuing Contract.

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(e) Except as otherwise disclosed in Schedule 4.5(e) attached hereto, neither the applicable Property Owner nor any other party thereto is in default under (i) any of the material Continuing Contracts or Permits beyond the expiration of any applicable grace or cure period, except to the extent such default would not have, individually or in the aggregate, a material adverse effect on the business operations, financial condition or results of operations of the applicable Property or the applicable Property Owner, or (ii) any of the Permitted Exceptions beyond the expiration of any applicable grace or cure period, except to the extent such default would not have, individually or in the aggregate, a material adverse effect on the business operations, financial condition or results of operations of the applicable Property or the applicable Property Owner.

(f) Except as otherwise disclosed in Schedule 4.5(f) attached hereto, there are no third party brokerage and leasing agreements for which fees or commissions are or will be payable relating to the Tenant Leases which would be payable by Transferee or any Property Owner after Closing.

4.6 No Actions/Compliance With Laws. Except as otherwise disclosed in Schedule 4.6 attached hereto, there are no actions, suits, proceedings, claims or investigations before any court or governmental authority pending, or to Transferor’s Actual Knowledge, threatened, against Transferor or any Property Owner with respect to or affecting all of any portion of any Property (other than actions, suits, proceedings or claims fully covered (other than any applicable deductible) by insurance) which, if determined adversely to Transferor or any Property Owner, could reasonably be expected to have a material adverse effect on the business operations, financial condition or results of operations of the applicable Property or the applicable Property Owner, or on Transferor’s ability to consummate the transactions contemplated by this Agreement. None of Transferor, any Property Owner or any affiliate thereof is a party to or otherwise bound by any consent decree, judgment, other decree or order, or settlement agreement which could reasonably be expected to have (i) an adverse effect on Transferor’s ability to perform its obligations hereunder, or (ii) a material adverse effect on the business operations, financial conditions or results of operations of the applicable Property or the applicable Property Owner. To Transferor’s Actual Knowledge, except as otherwise disclosed in Schedule 4.6 attached hereto, neither Transferor nor any Property Owner has received any written notice that a Property is in material violation of any Laws or requirements of any governmental authority, agency or officer having jurisdiction against or affecting such Property (a “Violation”), which have not previously been complied with in all material respects. Except as otherwise disclosed in Schedule 4.6 attached hereto, there are no proceedings pending nor, to Transferor’s Actual Knowledge, threatened, to alter or restrict the zoning or other use restrictions applicable to any Property, or to condemn all or any portion of such Property by eminent domain proceedings or otherwise (including a study or plan for road widening, realignment or relocation).

4.7 Hazardous Materials and Repairs. Schedule 4.7 attached hereto describes the most recent environmental report for each Property in Transferor’s Possession or Reasonable Control.

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Transferor has delivered to Transferee copies of all such environmental reports, which are true and complete in all material respects.

4.8

Taxes and Special Assessments.

(a) Transferor has delivered to Transferee copies of all ad valorem and other property tax statements and assessments covering any Property for the current plus 2 preceding years, together with a copy of any notice of increase in valuation received by Transferor or any Property Owner since the most recent of such tax statements that were issued, which copies are true and complete in all material respects. There are no special assessments or charges which have been levied against any Property that are not reflected on the tax bills with respect to any such Property. Except as set forth on Schedule 4.8(a) attached hereto, to Transferor’s Actual Knowledge, no application or proceeding is pending to seek a reduction or increase in taxes or assessments for any of the Properties.

(b) No Property Owner has ever elected to be taxed other than as a partnership or a disregarded entity for Federal, state or local income tax purposes and each Property Owner is currently classified for Federal, state or local income tax purposes as an entity which is disregarded as an entity separate from its owner. Each Property Owner has filed, or caused to be filed, all federal, state and material local tax returns, informational filings and reports (collectively, “Tax Returns”) that are required to be filed by them. All such returns, reports, and filings are true and complete in all material respects. Each Property Owner has paid, or caused to be paid, all Taxes shown to be due on such Tax Returns, and have paid, or caused to paid, all other Taxes that are shown on such return. None of the Property Owners has any liability for Taxes (i) of another Person by reason of an agreement, transferee liability, joint and several liability, or otherwise, or (ii) of any predecessor. None of the Property Owners owns any direct or indirect ownership interest in any Person which is liable for any Taxes, including liability for Taxes (x) of another Person by reason of an agreement, transferee liability, joint and several liability, or otherwise, or (y) of any predecessor. Transferor has not received from any governmental authority any written notice the subject of which remains uncured (1) of underpayment of any material Tax which could become a Lien on any of the Properties if not paid, (2) that any actions relating to the Tax liability of, or relating to, any Property, and which could become a Lien on any Property if not paid, are pending, and/or (3) that the institution of any such action is contemplated by any governmental authority. No Property Owner has waived any restrictions on the assessment or collection of Taxes which, if unpaid, could become a Lien on any Property, or has consented to the extension of any statute of limitations with respect to any such Tax that has not since expired. As of the Effective Date, and except as set forth on Schedule 4.8(b) attached hereto, none of the Property Owners or Transferor has received any written notice (A) of an actual or threatened audit of any tax return filed by or on behalf of a Property Owner, or (B) that the applicable governmental entity disputes any material position taken by any Property Owner or (if applicable to the transactions contemplated by this Agreement and the Closing Documents) Transferor, in any tax return subject to such audit.

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(c) None of the Property Owners holds securities, directly or indirectly, possessing more than 10% of the total voting power or total value of the outstanding securities of any one issuer for purposes of Section 856(c)(4)(B) of the Code, and not more than 5% of the total value of the total assets of the Property Owners (treating them as one entity for this purpose) is represented by securities of any one issuer for purposes of Section 856(c)(4)(B) of the Code. None of the Property Owners owns any direct or indirect ownership interest in any Person which is classified as a corporation for Federal, state, or local income tax purposes. Except for this Agreement, the Amended and Restated Operating Agreement, the Tax Protection Agreement, and the agreements listed on Schedule 4.8(c) attached hereto, there are no Tax Matters Agreements to which any Property Owner or any subsidiary thereof is currently subject. For purposes of this Section 4.8(c), “Tax Matters Agreement” shall mean any agreement pursuant to which any Property Owner or any subsidiary thereof may have any liability relating to Taxes of another Person, whether or not as a result of the consummation of the transactions contemplated by this Agreement.

(d) The adjusted tax basis of each Property (including all of its components) as set forth on Schedule 4.8(d) attached hereto are true and complete in all material respects as of March 31, 2007.

(e) Annual tax depreciation amounts for the 2007 tax year and subsequent tax years for each Property (including all of its components), based on assets in place as of March 31, 2007 as set forth on Schedule 4.8(e) attached hereto are true and complete in all material respects as of March 31, 2007.

4.9 Non-Foreign Status. None of the Property Owners or Transferor is a “foreign person” within the meaning of Section 1445 of the Code.

4.10 Not a Prohibited Person. (a) Neither Transferor nor any Property Owner is a Prohibited Person; (b) to Transferor’s Actual Knowledge, none of its investors, affiliates or brokers or other agents (if any), acting or benefiting in any capacity in connection with this Agreement is a Prohibited Person; and (c) to Transferor’s Actual Knowledge, the Contributed Interests are not the property of, and are not beneficially owned, directly or indirectly, by a Prohibited Person, nor are any of such assets the proceeds of specified unlawful activity as defined by 18 U.S.C. §1956(c)(7).

4.11 Union Contracts; Employees. No Property Owner is a party to, and no Property Owner or Property is bound by, and Transferee shall have no obligation to assume, any collective bargaining agreement, union contract, retirement plan, benefit plan or other employment agreement with respect to the Properties, and neither Transferor nor Westfield, LLC is subject to any such collective bargaining agreement, union contract, retirement plan, benefit plan or other employment agreement that will be binding upon any Property Owner or applicable to any Property Owner’s employees from and after Closing. Attached hereto as Schedule 4.11 is a list of all managers, leasing directors and other employees who are located at or specifically assigned to each Property (collectively, the “Property Employees”) as of the Effective Date,

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their base salaries, their hire dates and a summary of their employment benefits, which list is true and complete in all material respects. All of the Property Employees are employees of Westfield, LLC, and none of the Property Owners has any employees.

4.12 Single-Purpose. Each Property Owner (a) has been formed solely for the purpose of acquiring, owning, operating, managing, leasing, financing and disposing of the Property owned by such Property Owner (and/or acquiring, owning, operating, managing, leasing, financing and disposing of a Related Property) and transacting any lawful business that is incidental to accomplish the foregoing, (b) has not engaged in any business that is unrelated to the activities set forth in the preceding clause (a) (including such activities related to a Related Property previously owned by such Property Owner), (c) does not have any assets or liabilities other than those related to the Property owned by such Property Owner (and/or those related to a Related Property previously owned by such Property Owner) and that are reflected in such Property Owner’s financial statements, to the extent such Property Owner has financial statements, and (d) has never had any assets or liabilities other than those related to the Property owned by such Property Owner (and/or those related to a Related Property previously owned by such Property Owner).

4.13 ERISA. None of the assets of Transferor or any Property Owner constitutes assets of any “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, a “plan” within the meaning of Section 4975 of the Code, or a Person deemed to hold “plan assets” within the meaning of 29 C.F.R. 2510.3-101 of any such employee benefit plan or plans.

4.14 Financial Statements. Transferor has delivered to Transferee copies of financial statements for Mid Rivers Mall Owner, South County Mall Owner, West County Mall Owner, in each case, as of December 31, 2006. Each of such financial statements has been prepared in accordance with United States generally accepted accounting principles, consistently applied, without footnotes, and present fairly in all material respects and in accordance with such principles, the financial position and result of the operations of the applicable entity as the date or period specified therein. Except as set forth in Schedule 4.14 attached hereto, no Property Owner has incurred any material liability other than (i) liabilities reflected in such Property Owner’s financial statements described above, and (ii) liabilities incurred in the ordinary course of business of owning or operating its Property (or any Related Property previously owned by such Property Owner).

4.15 No Other Assets. Transferor has no material assets related to the ownership or operation of the Properties other than Transferor’s interest in the Contributed Interests to be conveyed to Transferee upon Closing.

4.16 Gift Certificates; Merchants Associations. None of the Property Owners operates any gift certificate program other than the Westfield Gift Card Program currently being run through American Express. There are no Merchants Associations at any of the Properties.

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4.17 Existing Mortgage Loans. Attached hereto as Schedule 4.17, is a list of all of the material loan documents related to the Existing Mortgage Loans, including all amendments and modifications thereto (the “Existing Loan Documents”). Transferor has delivered to Transferee copies of the Existing Loan Documents which are true and complete in all material respects. To Transferor’s Actual Knowledge, the outstanding principal balance of each Existing Mortgage Loan as of June 30, 2007 is set forth on Schedule 4.17 attached hereto. None of the Property Owners or Transferor has received any written notice of default under any of the Existing Mortgage Loans. The only guarantees or letters of credit contemplated by the Existing Loan Documents that are currently applicable to the Properties and which will be binding on Transferee, CBL OP and/or CBL REIT after Closing are the Assumed Guarantees. No Property Owner is currently required to make any cash escrow deposits under any of the Existing Loan Documents except for, (i) a cash escrow for real estate taxes under the Existing Loan Documents related to the West County Mortgage Loan, (ii) cash escrows for replacement and rollover reserves under the Existing Loan Documents related to the Cross-Collateralized Mortgage Loan, and (iii) a cash escrow for real estate taxes under the Existing Loan Documents related to the Cross-Collateralized Mortgage Loan. If Transferee, CBL OP and/or CBL REIT are required to assume the obligations of Transferor under that certain Guaranty of Required Repairs related to the Cross-Collateralized Mortgage Loan, Transferor hereby agrees to indemnify, defend and hold harmless Transferee, CBL OP and/or CBL REIT from and against all Losses (including, without limitation, reasonable attorneys’ fees and expenses) suffered by Transferee, CBL OP and/or CBL REIT arising from claims made by the applicable Existing Lender with respect to the repair obligations assumed by Transferee, CBL OP and/or CBL REIT pursuant to such Guaranty of Required Repairs.

4.18 REAs. Transferor has delivered to Transferee copies of the REAs, which are true and complete in all material respects. To Transferor’s Actual Knowledge, each of the REAs are in full force and effect. None of the Property Owners or Transferor has received or given any written notice of default under any of the REAs.

4.19 Insurance Certificates. Transferor has delivered to Transferee copies of the certificates of the casualty and commercial liability insurance policies being maintained for the Properties as of the Effective Date, which are true and complete in all material respects. The parties hereto acknowledge and agree that the insurance policies which will be maintained for the Properties as of the Closing Date may not be the same as the insurance policies which are currently being maintained for the Properties as of the Effective Date, but Transferor represents that the insurance policies which will be maintained for the Properties through the Closing Date will afford substantially the same coverage as the insurance policies then being maintained for other properties directly or indirectly owned by Transferor which are similar to the Properties.

4.20 MRO Ground Lease. Transferor has delivered to Transferee a copy of the MRO Ground Lease, which is true and complete in all material respects. The MRO Ground Lease is in full force and effect. Mid Rivers Land I Owner has not sent or received any written notice of default under the MRO Ground Lease. Mid Rivers Land I Owner has not voluntarily or

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involuntarily, by operation of law or otherwise, assigned, transferred, encumbered, hypothecated, pledged or granted a security interest in the MRO Ground Lease.

Each of the representations and warranties contained in this Article IV (as the same may be updated in the Bringdown Certificate delivered in accordance with Section 6.1(c)) are acknowledged by Transferor to be material and to be relied upon by Transferee in proceeding with this transaction, and (except for any representation or warranty set forth in the Bringdown Certificate which is updated as of the Closing Date in accordance with the terms of Section 6.1(c)) shall be deemed to have been remade by Transferor as of the Closing Date. Transferor shall promptly notify Transferee, in writing, of any event or condition known to Transferor which occurs prior to the Closing Date and which causes a material adverse change in the facts relating to, or the truth of, any of the above representations or warranties.

Transferor shall not be deemed to be in breach of the representations and warranties contained in Sections 4.5 or 4.11, as the case may be, with respect to any Contract(s) or employee matter(s), if Transferee does not assume responsibility for such Contract(s) or such employee matter(s), respectively, which violate(s) such representations and warranties, and none of Transferee, any Property Owner or any Property would otherwise be bound thereby or have any liability with respect thereto on or after the Closing Date.

Except with respect to (i) any claims or actions arising out of any breach of covenants, agreements, indemnities, representations or warranties expressly set forth herein, (ii) any claims or actions for which a Property Owner has liability insurance coverage, in which case the release set forth herein shall not include any amounts which are actually received from the applicable insurance company for such claim or action or the right of the Property Owners to seek reimbursement under such policies, and (iii) any claims or actions for fraud on the part of Transferor or any Property Owner or any of their respective affiliates, Transferee, for itself and its agents, affiliates, successors and assigns, hereby releases and forever discharges Transferor and each Transferor Related Party and their respective successors and assigns from any and all rights, claims and demands at law or in equity, whether known or unknown at the time of this Agreement, which Transferee has or may have in the future, arising out of the physical, environmental, economic or legal condition of any Property, or any tax, legal, economic or financial matters or condition relating to the Property Owners or the Contributed Interests.

Notwithstanding anything to the contrary set forth in this Agreement, (x) Transferee hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or under this Agreement, in the event Closing occurs, to make a claim against Transferor for damages that Transferee may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of Transferor’s representations or warranties in this Article IV being untrue, inaccurate or incorrect if, to Transferee’s Actual Knowledge and/or CBL OP’s Actual Knowledge, such representation or warranty shall be untrue, inaccurate or incorrect at the time of Closing and Transferee shall nevertheless proceed with Closing hereunder, and (y) without limiting the provisions of Section 13.4, Transferor’s liability for breach of any representations or warranties of Transferor contained in this Article IV, any

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Closing Document, and/or in any other document executed by Transferor pursuant to this Agreement, including any instruments delivered at Closing, shall be deferred until such claims equal or exceed Three Hundred Seventy Five Thousand and No/100 Dollars ($375,000.00) in the aggregate (to be valued and paid from the first dollar of loss in the event that such aggregate amount is exceeded), and Transferor’s aggregate liability for all claims arising out of any such covenants, representations and warranties shall not exceed Seven Million Five Hundred Thousand and No/100 Dollars ($7,500,000.00).

For purposes of this Agreement, whenever a determination is being made as to the impact or effect on the business operations, financial condition, results of operations, or on any other aspect, of a Property or Property Owner, (x) Mid Rivers Mall Owner, Mid Rivers Land I Owner and Mid Rivers Land II Owner, and their respective Properties, shall be taken as a whole, and (y) West County Mall Owner and L&T Owner, and their respective Properties, shall be taken as a whole).

ARTICLE V

Transferee’s Representations and Warranties

Each of CBL OP and Transferee represents and warrants, jointly and severally, to Transferor as follows as of the Effective Date and (except with respect to any representation or warranty set forth in the certificate delivered at Closing which is updated as of the Closing Date in accordance with the terms of Section 8.1(a)) as of the Closing Date:

5.1

Authority.

(a) Transferee is a Delaware limited liability company duly formed or organized, validly existing and in good standing under the laws of the state of its organization and Transferee is qualified to do business in the states in which it presently conducts its business. Transferee has not existed or operated under any name other than CW Joint Venture, LLC. Transferee has made all filings necessary in the states in which it presently conducts its business to so conduct its business, except to the extent such failure would not have a material adverse effect on the business operations, financial conditions or results of operations of Transferee. Transferee has the full limited liability company right, power and authority to enter into this Agreement, the Closing Documents, and all other documents contemplated hereby, and to consummate the transaction contemplated by this Agreement, the Closing Documents and such other documents. All requisite partnership, limited liability company and corporate, as applicable, action have been taken by Transferee to authorize the execution and delivery of this Agreement, and will be taken by Transferee prior to the Closing to authorize the execution and delivery of the instruments referenced herein and the consummation of the transactions contemplated hereby. Each of the Persons signing this Agreement, the Closing Documents and the other documents contemplated by this Agreement on behalf of Transferee has the legal right, power and authority to bind Transferee.

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(b) CBL OP is a Delaware limited partnership duly formed or organized, validly existing and in good standing under the laws of the state of its organization and CBL OP is qualified to do business in the states in which it presently conducts its business. CBL OP has made all filings necessary in the states in which it presently conducts its business to so conduct its business, except to the extent such failure would not have a material adverse effect on the business operations, financial conditions or results of operations of CBL OP. CBL OP has the full limited partnership right, power and authority to enter into this Agreement, the Closing Documents and all other documents contemplated hereby, and to consummate the transaction contemplated by this Agreement, the Closing Documents and such other documents. All requisite partnership, limited liability company and corporate, as applicable, action have been taken by CBL OP to authorize the execution and delivery of this Agreement, and will be taken by CBL OP prior to the Closing to authorize the execution and delivery of the instruments referenced herein and the consummation of the transactions contemplated hereby. Each of the Persons signing this Agreement, the Closing Documents and the other documents contemplated by this Agreement on behalf of CBL OP has the legal right, power and authority to bind CBL OP.

5.2 No Conflicts. The execution, delivery and performance by each of Transferee and CBL OP of this Agreement and the instruments referenced herein and the transaction contemplated hereby will not conflict with, or with or without notice or the passage of time or both, (i) result in a breach of, violation of, or constitute a default under the Original Operating Agreement or the Amended and Restated Operating Agreement, or any material term or provision of any articles of formation, certificate of incorporation, bylaws, certificate of limited partnership, certificate of limited liability company, partnership agreement (oral or written) (including any designation supplemental thereto), limited liability company agreement (oral or written) (including any designation supplemental thereto) or other operating agreement (oral or written) (including any designation supplemental thereto), as applicable, of Transferee or CBL OP, or (ii) result in a breach of, violation of, or constitute a default under any material term or provision of any indenture, deed of trust, mortgage, contract, agreement, judicial or administrative order or Law applicable to Transferee or CBL OP, or by which Transferee, CBL OP or their respective assets are bound.

5.3 Consents; Binding Obligations. No approval or consent (other than those which have already been obtained and have not been revoked) from any Person is required for each of Transferee and CBL OP to execute, deliver or perform this Agreement, the Closing Documents or the other instruments contemplated hereby, or for Transferee and CBL OP to consummate the transactions contemplated hereby. Each of Transferee and CBL OP has obtained all necessary consents, approvals and authorizations of third parties in order to effect the admission of Transferor as a Preferred Member of Transferee holding the Preferred Membership Interests. This Agreement, the Closing Documents and all other documents required hereby to be executed by Transferee and/or CBL OP are and shall be valid, legally binding obligations of, and enforceable against, Transferee and CBL OP, respectively, in accordance with their terms.

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5.4 No Bankruptcy. No petition in bankruptcy (voluntary or otherwise), attachment, execution proceeding, assignment for the benefit of creditors, or petition seeking reorganization or insolvency, arrangement or other action or proceeding under Federal or state bankruptcy law is pending against or contemplated (or, to Transferee’s Actual Knowledge and/or to CBL OP’s Actual Knowledge, threatened) by or against Transferee, CBL OP or any general partner of CBL OP.

5.5 No Liens. CBL OP is the sole member of Transferee and owns, and will own upon the closing under the CBL Contribution Agreement, the Common Membership Interests, which constitute 100% of the authorized, issued and outstanding common units and voting interests in Transferee, free and clear of any Lien of any nature whatsoever. No preferred interests in Transferee are authorized, issued or outstanding other than the Preferred Membership Interests to be issued to Transferor pursuant to this Agreement, and upon the consummation of the transactions contemplated herein, Transferor will be the owner of 100% of the Preferred Membership Interests, which will, immediately following the issuance thereof, constitute 100% of the authorized, issued and outstanding preferred units in Transferee, free and clear of any Liens of any nature whatsoever. The Preferred Membership Interests and the Common Membership Interests will, immediately following the issuance of the Preferred Membership Interests, constitute 100% of the authorized, issued and outstanding voting and economic interests in Transferee.

5.6 No Legal Proceedings. There are no actions, suits, proceedings or investigations before any court or governmental authority pending or, to Transferee’s Actual Knowledge and/or CBL OP’s Actual Knowledge, threatened against Transferee or CBL OP which, if determined adversely to Transferee or CBL OP, could reasonably be expected to have (a) an adverse effect on Transferee’s or CBL OP’s ability to perform its obligations hereunder, or (b) a material adverse effect on Transferee’s or CBL OP’s business operations, financial condition or results of operations (a “Material Adverse Effect”). Neither Transferee nor CBL OP is a party to or otherwise bound by any consent decree, judgment, other decree or order, or settlement agreement which could reasonably be expected to have (i) an adverse effect on Transferee’s or CBL OP’s ability to perform its obligations hereunder, or (ii) a Material Adverse Effect.

5.7 No Preemptive Rights. Except as set forth in Schedule 5.7 attached hereto, no Person has any conditional or unconditional right and/or option (including, without limitation, a right of first refusal or right of first offer) to purchase any Membership Interests in Transferee. Except for this Agreement, there are no subscriptions, options, warrants, calls, rights, convertible securities or other agreements or commitments of any character obligating Transferee or CBL OP or any of their respective affiliates to issue, transfer or sell, or cause the issuance, transfer or sale of, any equity interests (whether common or preferred or otherwise) or other securities (whether or not such securities have voting rights) of Transferee. Except for this Agreement and the Amended and Restated Operating Agreement, neither Transferee nor CLB OP is a party to any written agreements or understandings among Persons with respect to the voting or transfer of

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any Membership Interests to which Transferor, any Property Owner, Transferee or CBL OP would be subject on or after the Closing Date.

5.8 No Repurchase Obligations. Except as set forth in Schedule 5.8 attached hereto, there are no outstanding contractual obligations of Transferee to repurchase, redeem or otherwise acquire any Membership Interests or other ownership interests in Transferee.

5.9 Organizational Documents. True and complete copies of the certificate of formation of Transferee and the Original Operating Agreement as in effect on the Effective Date and on the Closing Date immediately prior to Closing have been delivered to Transferor.

5.10 Certain Tax Matters. Transferee was formed on July 17, 2007. Transferee has not filed, and shall not file, an election to be taxed other than as a disregarded entity or a partnership for Federal income tax purposes. Transferee is not a continuation of another partnership within the meaning of Section 708 of the Code and the Regulations promulgated thereunder. Transferee has never conducted, and does not currently conduct, any business operations (nor has Transferee owned any assets), except for entering into the CBL Contribution Agreement.

5.11 CBL Contribution Agreement. Transferee has delivered to Transferor true and complete copies of the CBL Contribution Agreement and all documents (including, without limitation, any organizational documents of any Person) delivered at or in connection with the “Closing” under and as defined in the CBL Contribution Agreement.

5.12 Not a Prohibited Person. (a) Neither Transferee nor CBL OP is a Prohibited Person; (b) to Transferee’s Actual Knowledge and/or to CBL OP’s Actual Knoweldge, none of their investors, affiliates or brokers or other agents (if any), acting or benefiting in any capacity in connection with this Agreement is a Prohibited Person; and (c) to Transferee’s Actual Knowledge and/or to CBL OP’s Actual Knowledge, the assets owned by Transferee and CBL OP are not the property of, and are not beneficially owned, directly or indirectly, by a Prohibited Person, nor are any of such assets the proceeds of specified unlawful activity as defined by 18 U.S.C. §1956(c)(7).

5.13 ERISA. None of the assets of Transferee or CBL OP constitutes assets of any “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, a “plan” within the meaning of Section 4975 of the Code, or a Person deemed to hold “plan assets” within the meaning of 29 C.F.R. 2510.3-101 of any such employee benefit plan or plans.

Each of the representations and warranties contained in this Article V (as the same may be updated in the certificate delivered in accordance with Section 8.1(a)) are acknowledged by each of Transferee and CBL OP to be material and to be relied upon by Transferor in proceeding with this transaction, and (except for any representation or warranty set forth in such certificate which is updated as of the Closing Date in accordance with the terms of Section 8.1(a)) shall be

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deemed to have been remade jointly and severally by each of Transferee and CBL OP as of the Closing Date. Transferee and CBL OP shall promptly notify Transferor, in writing, of any event or condition known to Transferee or CBL OP which occurs prior to the Closing Date and which causes a material adverse change in the facts relating to, or the truth of, any of the above representations or warranties.

ARTICLE VI

Additional Undertakings

6.1 Covenants. Until the earlier of Closing or the termination of this Agreement, Transferor undertakes and agrees as follows:

(a) Transferor shall cause each Property to be operated and maintained, shall perform or cause to be performed all of its and any Property Owner’s obligations (including obligations under the Existing Loan Documents, the Contracts, the REAs, the Tenant Leases and the MRO Ground Lease), and shall timely make or cause to be made any required payments relating to such Property in a professional manner, in each case, in accordance, in all material respects, with Transferor’s and the applicable Property Owner’s past practice and all applicable Laws. Transferor shall cause each Property Owner to maintain in existence all material licenses, permits and approvals, if any, in its name necessary to the continuing ownership, operation and maintenance of the Properties.

(b) Subject to Section 6.1(c), without Transferee’s prior written approval, which may be withheld in Transferee’s sole and absolute discretion, neither Transferor nor any Property Owner shall directly or indirectly (i) sell, contribute or assign any of the Contributed Interests or any of the Properties or any part thereof, (ii) cause any voluntary mortgage, deed of trust or Lien (other than the Permitted Exceptions) to be placed of record against any of the Contributed Interests or any of the Properties or any part thereof, (iii) subject to Section 2.2, take any action which would modify the status of title to (or the legal description of) any Property as shown on any Title Commitment, (iv) subject to Section 2.2, take any action which would adversely affect Transferee’s ability to obtain any Title Policy in accordance with Section 7.1(a), (v) enter into any agreement to do any of the foregoing, or (vi) cause or permit any Property Owner to do any of the foregoing.

(c) Without Transferee’s prior written approval (not to be unreasonably withheld, delayed or conditioned, except that Transferee may withhold its consent in its sole discretion to any proposed Tenant Lease which is not consistent with the Approved Transactions Guidelines), Transferor shall not (i) enter into any new (or extend, renew or replace any existing) lease, agreement, service contract, employment contract, permit or obligation affecting any Property which would be binding upon Transferee or any Property Owner after the Closing, or (ii) terminate any Tenant Lease, the MRO Ground Lease or Continuing Contract, or otherwise materially amend, supplement or modify any of the foregoing (provided, however, that nothing in the foregoing clauses (i) or (ii) shall prohibit Transferor or any Property Owner from (A) entering into a Tenant Lease if such Tenant Lease is with a reasonably creditworthy Tenant on

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terms substantially consistent with those set forth on Schedule 6.1(c) attached hereto (the “Approved Transactions Guidelines”) (i.e., within 10% of the applicable base rent set forth in the Approved Transactions Guidelines), or (B) extending or renewing the term of any Tenant Lease or the MRO Ground Lease, or expanding the space demised by any Tenant Lease or the MRO Ground Lease, or otherwise amending any Tenant Lease or the MRO Ground Lease, if such extension, renewal, expansion or amendment is (I) pursuant to an existing option in such Tenant Lease or the MRO Ground Lease, as the case may be, or (II) in the case of a Tenant Lease only, on terms substantially consistent with those set forth on the Approved Transactions Guidelines (i.e., within 10% of the applicable base rent set forth in the Approved Transactions Guidelines); in the case of each of clauses (A) and (B), without Transferee’s consent, and Transferor and the Property Owners shall have the right to do any of the foregoing without Transferee’s consent), (iii) change, alter, file for, pursue, accept or obtain any zoning, land use permit or other development approval or entitlement related to the Properties, (iv) consent to the inclusion of any Property in any special district, (v) commence any action, suit or proceeding against a defaulting anchor Tenant or any other Tenant under a Tenant Lease involving more than 25,000 square feet of gross leaseable area, or (vi) cause or permit any Property Owner to do any of the foregoing; provided, however, that Transferor may enter into, or cause any Property Owner to enter into, any service or similar contract without Transferee’s approval if such contract is entered into in the ordinary course of Transferor’s or such Property Owner’s business and is terminable without penalty or premium on not more than 30 days’ notice from Transferor or such Property Owner. Transferee shall respond to any request for consent under this Section 6.1(c) within 5 Business Days of its receipt of a written request for such consent together with a copy of the document (or a summary of all material terms) for which such consent is being requested. In the event that Transferee fails to respond within such 5 Business Day period, Transferee shall be deemed to have consented to such request. At Closing, Transferor shall deliver to Transferee an updated representation certificate (the “Bringdown Certificate”), pursuant to which Transferor shall provide, and represent and warrant to Transferee as to, updated versions of each of the representations and warranties set forth in Article IV, all updated as of the Closing Date (or such other date as may be specified in Article IV). Transferee’s obligation to consummate the transaction contemplated by the Agreement shall remain subject to the satisfaction of, or waiver by Transferee of, the condition set forth in Section 7.1(b).

(d) Neither Transferor nor any Property Owner shall (other than security deposits and first month’s rent received at the commencement of the term of a Tenant Lease or the MRO Ground Lease), accept any rent from any Tenant or under the MRO Ground Lease for more than one month in advance of the payment date.

(e) Except as set forth in Section 6.1(c), Transferor and each Property Owner shall have the right to commence or prosecute any action, suit or proceeding against a defaulting Tenant or MRO Ground Tenant or any defaulting vendor under any Continuing Contract so long as the commencement and prosecution of such action, suit or proceeding is consistent with Transferor’s or the applicable Property Owner’s past practice.

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(f) Transferor shall not elect, and no Property Owner shall file an election, to treat any Property Owner as other than as a disregarded entity (as described in Section 301.7701-3(b)(1)(ii) of the Treasury Regulations) for Federal, state or local income tax purposes.

(g) Transferor shall maintain, or cause to be maintained, casualty and general commercial insurance coverage for the Properties similar to the insurance coverage maintained for other properties directly or indirectly owned by Transferor which are similar to the Properties.

(h) Transferor shall not, and shall cause the Property Owners not to, settle any proceedings with respect to the payment of real property taxes or assessments for any of the Properties with respect to (i) the tax year in which the Closing Date occurs and each tax year thereafter, and (ii) any tax year preceding the tax year in which the Closing Date occurs in a manner that would have a material adverse effect on Transferee after the Closing Date; provided, that the foregoing shall not prohibit Transferor from commencing and/or pursuing, or causing any Property Owner to commence and/or to pursue, any tax proceedings with respect to the payment of real property taxes or assessments in the ordinary course of business.

(i) Transferor shall, or shall cause the applicable Property Owner to, provide Transferee with (i) a copy of any written notice of default given or received by Transferor or any Property Owner under any material Tenant Lease, any Existing Mortgage Loan, any REA or the MRO Ground Lease, and (ii) notice of any litigation (other than litigation covered by insurance) actually commenced by or against Transferor (with respect to the Property Owners or the Properties) or any Property Owner, (iii) notice of any arbitration or governmental proceeding instituted against any Property Owner, and (iv) a copy of any written notice of eminent domain or condemnation proceedings received by Transferor or any Property Owner. On the Closing Date, Transferor shall, or shall cause the applicable Property Owner to, provide Transferee with a list of all outstanding litigation (including litigation covered by insurance) against Transferor (with respect to the Property Owners or the Properties) or any Property Owner.

(j) Notwithstanding the provisions of the Access Agreement, from and after the Effective Date, upon reasonable prior notice to Transferor, Transferee shall have the right, during normal business hours, to interview the Tenants under Tenant Leases, the holders of the Existing Mortgage Loans (but only to the extent necessary for Transferee to comply with its obligations under Section 6.9) and the counterparties to the REAs; provided, that Transferor shall have the right to have a representative of Transferor present at all such interviews. The parties shall reasonably cooperate to facilitate such interviews and such participation.

(k) Each of Transferor and Transferee hereby agrees that, between the Effective Date and Closing, each shall keep the other reasonably informed (and shall establish procedures to keep the other reasonably informed) of matters relating to the operation and leasing of the Properties and satisfaction of any conditions precedent to Closing hereunder. Each of Transferor and Transferee shall cooperate with each other to cause any employees of

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Transferor or its affiliates which are officers or directors of the Community Improvement District relating to the Mid Rivers Mall Property to be replaced with employees of Transferee of its affiliates as of the Closing Date.

6.2 Actions by Property Owners. Except as otherwise expressly permitted by this Agreement, prior to Closing or termination of this Agreement, without the prior written consent of Transferee (which consent may be withheld in Transferee’s sole and absolute discretion), Transferor shall not, and shall not cause or permit any Property Owner to:

(a) issue, sell, dispose of, or agree to issue, sell, or dispose of, any equity interests, or any debt or any securities convertible into or exchangeable for equity interests in any Property Owner;

(b) purchase, redeem or otherwise acquire or retire, or offer to purchase, redeem or otherwise acquire or retire, any equity interests in any Property Owner, if as a result of any of the foregoing, Transferor would fail to be able to contribute all of the Contributed Interests to Transferor in accordance with the terms of this Agreement;

(c) incur, or become contingently liable with respect to, any new or additional indebtedness or enter into any guarantee of any indebtedness or issue any debt securities, other than trade payables in the ordinary course of business consistent with past practices;

(d) acquire, or agree to acquire, by merging or consolidating with, or by purchasing a substantial direct or indirect equity interest in or a substantial portion of the assets of, or by any other manner, any business or any Person;

(e) mortgage or otherwise voluntarily place a Lien on any of the Properties, unless such Lien is discharged or bonded over on or prior to the Closing Date;

(f) acquiesce in or admit liability with respect to any claim against it, or, except in the ordinary course of business, waive, surrender or compromise any claim it possesses unless any liability arising from such admission, compromise or settlement is fully discharged on or prior to the Closing Date or as to which no Property Owner would have liability after the Closing Date;

(g) commence, or allow to be commenced, on any Property Owner’s behalf, any material action, suit or proceeding affecting any Property Owner or with respect to all or any portion of any Property or any Contributed Interests, except in the ordinary course of business or as contemplated in Section 6.1(e);

(h) commence, or allow to be commenced (other than by a Tenant or MRO Leasehold Owner) any capital improvements or material renovations or alterations to any Property, except as may be (i) required by applicable law, any Tenant Lease, the MRO Ground

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Lease, a holder of any Existing Mortgage Loan, or any REA, or (ii) set forth in the budgets delivered to Transferee by Transferor in connection with Transferee’s due diligence of the Contributed Interests; or

(i) be listed for direct or indirect sale or transfer; and Transferor shall not, and shall not cause or permit any Property Owner to, negotiate for the same, other than to Transferee.

6.3 Termination of Contracts. Transferee agrees to use commercially reasonable efforts to communicate with all vendors under the Contracts and to consider in good faith continuing the terms of such Contracts, provided, that for any Contracts which are national contracts or which require the consent of the other party thereto to any change-of-control in the applicable Property Owner, if Transferee so elects, Transferee shall negotiate with such contract parties to continue the terms of such Contracts pursuant to a separate agreement with the applicable counterparty to such Contract. Transferor agrees to terminate (or cause any Property Owner to terminate) by written notice to the other party thereto, effective as of Closing (or as soon as possible after Closing if termination as of Closing is not possible under the terms of such Contracts), any of the Contracts specifically identified in Schedule 6.3 attached hereto or any other Contract that Transferee requests Transferor prior to Closing to terminate. Transferor shall furnish Transferee with copies of all notices of termination given by Transferor pursuant to this Section 6.3, each of which notices shall be delivered to the addressee thereof promptly after Transferor’s receipt of Transferee’s request to terminate the related Contract. With respect to any Contracts which Transferee timely requires to be terminated, Transferee shall pay all termination costs, fees and/or expenses related thereto (together with all other fees, amounts, costs and expenses due under the terms of such Contracts whether or not due and payable on or prior to Closing); provided, however, that, Transferor shall pay such costs, fees and expenses to the extent related to the termination of (a) any Contract between a Property Owner and its affiliate, (b) any Contract that is a national contract, and (c) any Contract that provides that a change-of-control in a Property Owner must be consented to by any party to such Contract, but only if Transferee desires to continue the terms of such Contract and such consent cannot be obtained.

6.4 Casualty Damage/Condemnation. Notwithstanding anything to the contrary set forth in this Agreement, if, prior to Closing, (a) either (i) Fifteen Million and No/100 Dollars ($15,000,000.00) or more of damage is caused to any one Property or (ii) Twenty-Five Million and No/100 Dollars ($25,000,000.00) or more of damage is caused to any one or more of the Properties in the aggregate, in each case as a result of any earthquake, hurricane, tornado, flood, landslide, fire, act of war, terrorism, terrorist activity or other casualty, or (b) either (i) any portion or portions of any one Property having an aggregate fair market value equal to or greater than Fifteen Million and No/100 Dollars ($15,000,000.00) or (ii) any portion or portions of any one or more of the Properties having an aggregate fair market value equal to or greater than Twenty-Five Million and No/100 Dollars ($25,000,000.00), in each case, is taken (or is threatened to be taken) under the power or threat of eminent domain (temporarily or permanently), (c) material access to any Property or a material portion of the parking of any

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Property is destroyed as a result of a casualty or taking (or threatened taking) under the power or threat of eminent domain (temporarily or permanently), or (d) any portion of any Property is rendered untenantable as a result of a casualty or taking (or threatened taking) under the power or threat of eminent domain (temporarily or permanently) such that, with respect to clauses (c), or (d), the use of the balance of any Property is materially impaired for a material period of time, and such impairment would have a material adverse effect on the business operations, financial condition or results of operations of the Properties, the Contributed Interests, and the Property Owners, taken as a whole, then, in any such event, Transferee may elect to terminate this Agreement by giving written notice to Transferor of its election to terminate this Agreement (a “Material Event Termination Notice”), on or before the 10^th day after Transferee receives written notice of such destruction, taking or threatened taking. If Transferee does not give (or has no right to give) a Material Event Termination Notice within such 10 day period, then (i) this transaction shall close as set forth in this Agreement, (ii) Transferee shall pay the full Contributed Interests Value (subject to clause (iv) below), (iii) to the extent not automatically assigned indirectly to Transferee by the making of the Contribution to Transferee, Transferor shall assign (or cause the applicable Property Owner to assign) to Transferee the proceeds of any insurance policies payable to Transferor or the applicable Property Owner (or shall assign the right or claim to receive such proceeds after Closing), or Transferor’s or the applicable Property Owner’s right to or portion of any condemnation award (or payment in lieu thereof), (iv) the amount of any deductible or self-insured or uninsured amount and any portion of the insurance proceeds or condemnation awards distributed to any direct or indirect equity owner of any Property Owner shall be a credit against the Contributed Interests Value in accordance with Section 10.1(h), and any proceeds from rent or business interruption insurance allocable to the period from and after the Closing Date (less any deductibles allocable to such periods) shall be retained by the applicable Property Owner (or Transferor shall receive a credit for the portion of any such proceeds (less any such deductibles) not so retained by the applicable Property Owner). If an event described in the first sentence of this Section 6.4 shall occur, and Transferee timely delivers a Material Event Termination Notice with respect to such event pursuant to this Section 6.4, Transferee shall pay all cancellation charges, if any, of Escrow Agent and the Title Company, and this Agreement shall be of no further force or effect and none of the parties shall have any further rights or obligations hereunder (other than pursuant to any provision which expressly survives the termination of this Agreement). Transferor shall not settle or compromise any insurance claim or condemnation action without the prior written consent of Transferee (not to be unreasonably withheld, delayed or conditioned), and Transferee shall have the option to participate in any such claim or action.

6.5 Risk of Loss. Transferor shall retain risk of loss of the Properties until 12:01 a.m. on the Closing Date, after which time the risk of loss shall pass to Transferee and Transferee shall be responsible for obtaining its own insurance thereafter.

6.6 Estoppel Certificates. On or before the Closing Date, Transferee shall have received copies of (a) executed estoppel certificate from each Tenant identified on Schedule 6.6 attached hereto (each, an “Anchor Tenant”), each in the form customary for such Anchor Tenant and not

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alleging any default by the applicable Property Owner (such estoppel certificates being the “Anchor Estoppels”), (b) for each Property, executed estoppel certificates from Tenants other than the Anchor Tenants and that, in the aggregate, lease at least 75% of the gross leaseable area of such Property that is occupied by Tenants that are not Anchor Tenants, each in substantially the form attached hereto as Exhibit A (each, a “Tenant Estoppel”), provided, that any such Tenant Estoppel shall be accepted as long as it is consistent with the information set forth in the applicable Tenant Lease, and does not indicate the continuing existence of an actual material default of the applicable Property Owner under the applicable Tenant Lease, and (c) for the Mid Rivers Mall Property, the South County Mall Property and the West County Mall Property, executed estoppel certificates from each party to the reciprocal easement agreement (“REA”) encumbering such Property (each such party being an “REA Party”), each in the form customary for such REA Party and not alleging any default by the applicable Property Owner (each, an “REA Estoppel”). If a Tenant’s Tenant Lease prescribes a form of estoppel that is different than the applicable estoppel form attached to this Agreement, then an estoppel certificate executed by such Tenant in the form attached to such Tenant Lease shall be deemed to satisfy the requirements of this Section 6.6 with respect to such Tenant. Notwithstanding the foregoing, if Transferor is not able to procure the requisite number of Tenant Estoppels identified in subsection (b) above in accordance with the terms of this Section 6.6, then Transferor may deliver a copy of an estoppel certificate (each, a “Transferor’s Estoppel”) executed by Transferor relating to such Tenant’s Tenant Lease (as the case may be), in substantially the same form as the applicable Tenant Estoppel (but limited to Transferor’s Actual Knowledge), in substitution for up to 15% of the gross leaseable area of the Tenant Estoppels required pursuant to subsection (b) above. If a Tenant Estoppel is subsequently delivered to Transferee with respect to any Tenant Lease for which a Transferor’s Estoppel has already been provided, such Transferor’s Estoppel shall cease to be effective and will be considered replaced by such Tenant Estoppel. Each of the Estoppel Certificates shall be dated effective as of no earlier than 45 days prior to the Closing Date. At Closing, Transferor shall deliver to Transferee each executed original Estoppel Certificate. The failure of Tenants or REA Parties (or of Tenants, REA Parties and Transferor, collectively) to deliver Estoppel Certificates sufficient to satisfy the condition precedent set forth in this Section 6.6 shall cause the closing condition set forth in Section 7.1(e) to remain unsatisfied, but shall not give rise to any liability on the part of Transferor, and Transferee’s rights under such circumstances shall be limited to the rights set forth in Section 7.2. Notwithstanding the foregoing, any estoppel that alleges the existence of a material default by Transferor or a Property Owner which remains uncured past applicable notice and cure periods shall not count towards the percentage of estoppels required under this Section 6.6.

6.7 Tax Matters. As an inducement for Transferor to enter into the Transaction Documents (as defined in the Tax Protection Agreement), the Transaction Documents contain Tax Protection Provisions (as defined in the Tax Protection Agreement), including provisions that prohibit Transferee from taking certain actions, and require Transferee to take certain other actions as specifically set forth in the Tax Protection Agreement and the Transaction Documents.

6.8

Employees.

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(a) Transferor shall provide, and shall cause the Property Owners to provide, reasonable opportunities for representatives of Transferee to meet with such Property Employees as it may desire at reasonable times and upon reasonable notice, for the purpose of determining which of such Property Employees Transferee may select to cause the Property Owners, Transferee, CBL OP or an affiliate of CBL OP (each, a “Transferee Employer”; and collectively, the “Transferee Employers”) to retain after the Closing Date. Effective as of the close of business on the day immediately prior to the Closing Date, Transferor shall cause the termination of all of the Property Employees. Effective as of the Closing Date, the applicable Transferee Employer shall offer at-will employment to substantially all of the Property Employees, other than 4 individuals previously identified by Transferor to Transferee (it being acknowledged by Transferee that Transferor or its affiliates intends to retain the employment of such 4 individuals) such offer to be for a base salary not less than that being earned by such employee as of the Effective Date and with benefits (including bonuses and retirement benefits) consistent with benefits that CBL OP then provides to its employees in comparable positions at comparable properties directly or indirectly owned by CBL OP. Subject to the immediately preceding sentence, the applicable Transferee Employer shall give each Property Employee who accepts its offer of employment credit for the term of his or her employment with the relevant Transferor affiliate for purposes of determining eligibility for vacation and other benefits (including, without limitation, for purposes of calculating any bonuses for the 2007 fiscal year) accruing from and after the Closing to the extent relevant under the employment arrangements with the relevant Transferor affiliate and permitted under applicable law. The foregoing covenants are made to, and solely for the benefit of, Transferor and the Property Owners, and none of the Property Employees or any other Persons are entitled, or shall be deemed to be entitled, to make any claim against Transferor, Transferee or any of its affiliates, or any other Person, based on this paragraph or any other provision of this Agreement. The current terms and conditions of employment of the Property Employees will not be modified, other than in the ordinary course of business, without the consent of Transferee which consent shall not be unreasonably withheld.

(b) Transferee Employer shall be solely responsible for, and hereby assumes, all costs, expenses and liabilities whatsoever with respect to, any and all (i) salaries of those Property Employees hired by any Transferee Employer for the period from and after the Closing Date, (ii) benefits attributable to the period from and after the Closing Date payable to such Property Employees and all relevant plan contributions, (iii) benefit continuation and/or severance payments relating to any such Property Employee that may be payable upon any termination of employment of such Property Employee from and after the Closing Date, and (iv) notices, payments (including severance payments, if any, and payments on account of accrued vacation), fines or assessments due, or other liabilities or obligations, pursuant to any laws, rules or regulations with respect to the employment, discharge or layoff of such Property Employees from and after the Closing Date, including, but not limited to, such liability as arises under the Worker Adjustment and Retraining Xxxxxxxxxxxx Xxx, 00 X.X.X. §0000 (the “WARN Act”), Section 4980B of the Code (“COBRA”) and any rules or regulations as have been issued in connection with any of the foregoing. Transferee, the Transferee Employers and CBL OP

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hereby agree to indemnify, defend and hold harmless, jointly and severally, Transferor and any Transfer Related Party from and against all Losses (including, without limitation, reasonable attorneys’ fees and expenses) and other liabilities and obligations incurred or suffered by Transferor or any of their affiliates as a result of any claim by any such Property Employee that arises under federal, state or local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the National Labor Relations Act, the Equal Pay Act, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and all other statutes regulating the terms and conditions of employment), under any regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any policy, agreement, understanding or promise, written or oral, formal or informal, arising out of actions, events or omissions that occurred (or, in the case of omissions, failed to occur) from and after the Closing Date. Transferor shall be solely responsible for all costs, expenses and liabilities whatsoever with respect to any and all notices, payments (including severance payments, if any, and payments on account of accrued vacation), fines or assessments due, or other liabilities or obligations, pursuant to any laws, rules or regulations with respect to the employment, discharge or layoff of Property Employees prior to the Closing Date, including, but not limited to, such liability as arises under the WARN Act, COBRA and any rules or regulations as have been issued in connection with the foregoing. Transferor hereby agrees to indemnify, defend and hold harmless Transferee and any of its affiliates from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and expenses) and other liabilities and obligations incurred or suffered by Transferee or any of its affiliates as a result of any claim by any Property Employee that arises under federal, state or local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the National Labor Relations Act, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA, and all other statutes regulating the terms and conditions of employment), under any regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any policy, agreement, understanding or promise, written or oral, formal or informal, arising out of actions, events or omissions that occurred (or, in the case of omissions, failed to occur) prior to the Closing Date. The provisions of this Section 6.8(b) shall survive Closing.

6.9

Existing Mortgage Loans; Lender Consents.

(a) The parties hereto acknowledge and agree that (i) the Mid Rivers Mall Property and the Mid Rivers Land II Property are subject to the Cross-Collateralized Mortgage Loan, which has a stated maturity date of July 11, 2011, (ii) the South County Mall Property is subject to the South County Mortgage Loan, which has a stated maturity date of October 11, 2033, and (iii) the West County Mall Property is subject to the West County Mortgage Loan, which has a stated maturity date of April 11, 2033.

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(b) The parties further acknowledge and agree that, under the terms of the Existing Loan Documents, the consent of each of the lenders thereunder (the “Existing Lenders”; and each, an “Existing Lender”) is required in order to consummate the transactions contemplated herein. Transferor shall contact the Existing Lenders to enable Transferee and CBL OP to obtain each Existing Lender’s consent (each, a “Lender Consent”; and collectively, the “Lender Consents”) on or prior to the Closing Date, to the following:

(i) the transfer of the Contributed Interest for the applicable Property to Transferee;

(ii) subject to Section 6.9(d), modifications to the applicable Existing Loan Documents to reflect the new organizational structure of the borrower thereunder which the applicable Existing Lender may require or permit;

(iii) the substitution of CBL OP or CBL REIT (as each Existing Lender may require) as substitute guarantor or indemnitor in place of any and all existing guarantor(s) and indemnitor(s) under the Assumed Guaranties related to the South County Mortgage Loan and the West County Mortgage Loan on terms not materially more onerous than those set forth in the Assumed Guaranties related to the South County Mortgage Loan and the West County Mortgage Loan, respectively; provided, that, and notwithstanding anything to the contrary contained in this Agreement, each of CBL OP and Transferee hereby acknowledges and agrees that, if any Existing Lender shall refuse to accept CBL OP or CBL REIT as substitute guarantor or indemnitor with respect to any or all of such Assumed Guaranties relating to escrows or reserves required to be maintained pursuant to the applicable Existing Loan Documents, then CBL OP shall post, or shall cause to be posted, such cash or other collateral as may be required by such Existing Lender in respect of such escrows or reserves;

(iv) the addition of CBL OP or CBL REIT (as Lender may require) as a substitute/additional guarantor or indemnitor under the Assumed Guaranties related to the Cross-Collateralized Mortgage Loan (but only with respect only to matters relating to acts or omissions relating to the Mid Rivers Mall Property and the Mid Rivers Land II Property and the portion of the indebtedness allocable to the Mid Rivers Mall Property and the Mid Rivers Land II Property) on terms not materially more onerous than those set forth in the Assumed Guaranties related to the Cross-Collateralized Mortgage Loan; provided, that, and notwithstanding anything to the contrary contained in this Agreement, each of CBL OP and Transferee hereby acknowledges and aggress that, if the Existing Lender under the Cross-Collateralized Mortgage Loan shall refuse to accept CBL OP or CBL REIT as substitute/additional guarantor or indemnitor with respect to any or all of such Assumed Guaranties relating to escrows or reserves required to be maintained for the Mid Rivers Land Property or the Mid Rivers Land II Property pursuant to the applicable Existing Loan Documents, then CBL OP shall post, or shall cause to be posted, such cash or other collateral as may be required by such Existing Lender in respect of such escrows or reserves (but CBL OP shall have no obligation to post, or to

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cause to be posted, any cash or other collateral in respect of any escrows or reserves other than those maintained or which may be required to be maintained pursuant to the Assumed Guaranties). If the foregoing limitation on the scope of CBL OP or CBL REIT’s guaranty or indemnity cannot be obtained directly from the applicable Existing Lender, then the foregoing limitation may be achieved through a reimbursement and indemnification agreement between Transferor and CBL OP or CBL REIT, as the case may be, in form reasonably satisfactory to Transferor and CBL OP or CBL REIT, as the case may be;

(v) replacing any cash escrows and reserves maintained under the West County Mortgage Loan and the Cross-Collateralized Mortgage Loan (in the case of the Cross-Collateralized Mortgage Loan, only to the extent such escrows and reserves relate to the Mid Rivers Mall Property or the Mid Rivers Land II Property or the obligations of Mid Rivers Mall Owner or Mid Rivers Land II Owner) (but CBL OP shall have no obligation to post, or to cause to be posted, any cash or other collateral in respect of any escrows or reserves other than those maintained or which may be required to be maintained pursuant to the Assumed Guaranties);

(vi) the termination of the existing property and leasing managers for the applicable Property and substituting new property and leasing managers therefor, and the terms and conditions pursuant to which such new property and leasing managers shall provide their respective services (it being acknowledged by Transferee and CBL OP that the fees of any affiliated property and leasing managers shall be subordinated to the applicable Existing Mortgage Loan); and

(vii) the full release of Transferor or its affiliates as guarantor(s) and indemnitor(s) under the Assumed Guaranties related to the South County Mortgage Loan, the West County Mortgage Loan and the Cross-Collateralized Mortgage Loan to the extent relating to acts or omissions relating to the Mid Rivers Mall Property and/or the Mid Rivers Land II Property (and the portion of the indebtedness allocable to the Mid Rivers Mall Property and/or the Mid Rivers Land II Property); provided, however, that if any existing guarantor or indemnitor cannot be fully released from the Assumed Guaranties related to the South County Mortgage Loan, the West County Mortgage Loan and/or, subject to Section 6.10, the Cross-Collateralized Mortgage Loan, then (i) Transferee and (ii) CBL OP or CBL REIT (whichever of CBL OP and CBL REIT is the substitute or additional guarantor, as the case may be) shall, jointly and severally, indemnify, protect, hold harmless and, if requested by Transferor in Transferor’s sole and absolute discretion, defend (with counsel of Transferee’s choosing, subject to Transferor’s consent, not to be unreasonably withheld, delayed or conditioned) Transferor and the Transferor Related Parties, from any and all Losses arising under such Assumed Guaranties, except to the extent such Losses arise under any such Assumed Guaranties with respect to Excluded Recourse Obligations arising prior to the Closing Date. If Transferee, CBL OP or CBL REIT is required to assume any Excluded Recourse

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Obligations arising prior to the Closing Date, Transferor shall provide an indemnity to Transferee, CBL OP or CBL REIT, as applicable, for such assumed Excluded Recourse Obligations arising prior to the Closing Date.

Further, each Lender Consent shall confirm (i) the outstanding principal balance of the applicable Existing Mortgage Loan, (ii) the monthly debt service payment amount payable under such Existing Mortgage Loan, and (iii) the escrow balances related to such Existing Mortgage Loan, in each case, as of the date indicated in such Lender Consent. The provisions of this Section 6.9(b) shall survive Closing indefinitely.

(c) Transferor, Transferee and CBL OP shall use, and shall cause their affiliates to use, good faith commercially reasonable efforts to obtain the Lender Consents, including, without limitation, by: (i) promptly delivering all documents, opinions and agreements customarily required to be delivered in accordance with the relevant sections of the Existing Loan Documents or as may otherwise be reasonably required by any of the Existing Lenders, their servicers or the rating agencies, (ii) promptly completing all assumption application materials reasonably required by any of the Existing Lenders, their servicers or the rating agencies, (iii) promptly providing such all organizational, financial and other background information regarding Transferor, Transferee, CBL OP, CBL REIT and their affiliates as may be reasonably required by any of the Existing Lenders, their servicers or the rating agencies; provided, however, that no party shall have any obligation in connection with obtaining the Lender Consents to (x) commence any litigation or to incur any material expense (other than pursuant to Section 6.9(e)), (y) agree to any obligation or liability that is materially more adverse to such party than the obligations and liabilities set forth in the Existing Loan Documents, or (z) in the case of Transferee, obtain any insurance other than insurance maintained (directly or indirectly) by CBL OP for properties directly or indirectly owned by it that are subject to first mortgage commercial mortgage backed securities debt. In connection with the foregoing, Transferee shall, within 5 Business Days of the Effective Date, deliver to Transferor, (A) customary financial information with respect to CBL OP and CBL REIT, and (B) a preliminary structure chart containing the organizational structure of Transferee, CBL OP and CBL REIT, including the actual names of all entities shown thereon and their respective ownership percentages.

(d) Each of Transferee and CBL OP, on behalf of itself and its affiliates, acknowledges and agrees that the Existing Loan Documents will not be amended or modified in any respect in connection with the indirect assumptions thereof, except to the extent the applicable Existing Lender requires or permits an amendment or modification in connection with the delivery of its Lender Consent to reflect the transactions described in this Agreement, including, without limitation, to reflect the new organizational structure of the borrower under the applicable Existing Loan Documents. Transferor and Transferee shall reasonably cooperate with each other to effectuate any modifications to the Existing Loan Documents reasonably required to reflect the new organizational structure of the borrowers thereunder, provided, that any change that materially adversely affects any party to an Existing Loan Document shall be

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subject to the consent of the party so materially adversely affected. Transferee and CBL OP shall copy, or cause to be copied, Transferor, and Transferor shall copy, or cause to copied, Transferee and CBL OP, on all written (including, e-mail) correspondence to and from any of the Existing Lenders, their servicers and the rating agencies in connection with the indirect assumption of the Existing Mortgage Loans.

(e) Each of Transferee and Transferor shall timely pay to each Existing Lender one-half of (i) all of such Existing Lender’s costs and expenses in connection with the issuing its Lender’s Consent, including, without limitation, all processing fees, application fees, attorneys’ fees, recording fees, servicer fees, underwriting and rating agency fees, (ii) all of such Existing Lender’s other out-of-pocket costs and expenses in connection with the issuing of its Lender’s Consent, and (iii) all assumption or transfer fees, if any, required by such Existing Lender and/or its servicers (the costs, expenses and fees described in clauses (i), (ii) and (iii) collectively, the “Assumption Fees”). CBL OP shall make a cash contribution to Transferee in an amount and as and when required in order to enable Transferee to timely satisfy its obligations under this subsection (e). The provisions of this Section 6.9(e) shall survive Closing.

(f) In addition, Transferor shall request from the holder of each Existing Mortgage Loan a statement indicating (i) whether or not such holder has given any written notice of default under such Existing Mortgage Loan which remains uncured, and (ii) such other information as may be reasonably requested by Transferee; provided, however, that actually obtaining any or all of such statements from any or all of the holders of the Existing Mortgage Loans shall not be a condition precedent to Closing.

(g) Notwithstanding anything to the contrary in this Agreement, the failure of the parties to obtain any or all of the Lender Consents by Closing (if the parties acted in good faith and used commercially reasonable efforts to obtain the same) shall not give rise to any liability on the part of (i) Transferor or any of the Transferor Related Parties to Transferee or CBL OP or their affiliates, or (ii) Transferee or CBL OP to Transferor or any of the Transferor Related Parties, in each case, unless such failure is due to a breach by a party of its obligations hereunder, and the parties’ rights under such circumstances shall be limited to the rights set forth in Section 7.2 and 8.2, as applicable.

6.10

Cross-Collateralized Mortgage Loan.

(a) The parties hereto acknowledge and agree that, in addition to the Mid Rivers Mall Property and the Mid Rivers Land II Property, the Cross-Collateralized Mortgage Loan also encumbers, and is cross-defaulted with, certain other properties (collectively, the “XXXX Properties”) owned by certain affiliates of Transferor (the “XXXX Borrowers”). In order to coordinate and facilitate the prompt payment of interest and any principal due on the Cross-Collateralized Mortgage Loan, the parties have agreed that (i) Mid Rivers Mall Owner and Mid Rivers Land II Owner shall make the required payments of interest and any principal due on the portion of the Cross-Collateralized Mortgage Loan allocable to the Mid Rivers Mall Property

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and the Mid Rivers Land II Property to Transferor (by wire transfer to an account designated by Transferor) on the date required under the Cross Collateralized Mortgage Loan (the “Mid Rivers Loan Payment”), and (ii) Transferor shall be responsible to make the entire payment of interest and any principal due on the Cross Collateralized Mortgage Loan.

(b) Transferor shall promptly notify Transferee of the receipt of any notice of default from the Existing Lender under the Cross-Collateralized Mortgage Loan. Transferor agrees to indemnify, protect, hold harmless and, if requested by Transferee in Transferee’s sole and absolute discretion, defend (with counsel of Transferor’s choosing, subject to Transferee’s consent, not to be unreasonably withheld, delayed or conditioned) Transferee, its successors and assigns, from any and all Losses to the extent arising out of or in connection with any alleged or actual XXXX Borrowers Event of Default, subject to the following limitations:

(i) if, as a result of a XXXX Borrower Event of Default, the Mid Rivers Mall Property or the Mid Rivers Land II Property is foreclosed upon (by power of sale or otherwise) or title thereto is lost by some other legal remedy exercised by the holder of the Cross Collateralized Mortgage Loan, or is surrendered to the holder of the Cross Collateralized Mortgage Loan by the Mid Rivers Mall Owner or the Mid Rivers Land II Property Owner by means of a deed in lieu of foreclosure, then Transferor shall, (i) within thirty (30) days thereafter, pay to Transferee (as its sole liability by reason of such foreclosure or transfer of title) an amount equal to the XXXX Maximum Liability (less any payments received from Existing Lender or any purchaser by Transferee, CBL OP, Mid Rivers Mall Owner or Mid Rivers Land II Owner in connection with any such foreclosure, transfer or surrender), and (ii) cause CBL OP, the Transferee, and any of their respective affiliates to be released from any guarantees given on account of the Cross-Collateralized Mortgage Loan, or indemnify CBL OP, the Transferee and any of their respective affiliates to be indemnified from and against any Loss arising as a result or on account of such guarantees by reason of such foreclosure or transfer of title.

(ii) if, as a result of a XXXX Borrower Event of Default, any sums paid or reserved on account of, or otherwise relating to, the Mid Rivers Mall Property or the Mid Rivers Land II Property are applied by the holder of the Cross Collateralized Mortgage Loan to pay costs or expenses relating to the XXXX Properties (as opposed to the Mid Rivers Mall Property or the Mid Rivers Land II Property) (including, without limitation, interest or principal on the portion of the Cross Collateralized Mortgage Loan allocable to the XXXX Properties), or are otherwise not released when such sums were otherwise due to be released to Mid Rivers Mall Owner or the Mid Rivers Land II Property Owner absent such XXXX Borrower Event of Default, then Transferor shall promptly pay to Transferee, within thirty (30) days after demand, any sums so applied or not so released by such holder (and any amounts so paid by Transferor and subsequently released by the holder of the Cross Collateralized Mortgage Loan to Transferee, the Mid Rivers Mall Owner or the Mid Rivers Land II Property Owner, shall be promptly refunded to Transferor).

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(iii) if, as a result of a XXXX Borrowers Event of Default, any additional sums are required to be paid by the Mid Rivers Mall Owner or the Mid Rivers Land II Property Owner to the holder of the Cross Collateralized Mortgage Loan with respect to the Mid Rivers Mall Property or the Mid Rivers Land II Property, including, without limitation, default interest, late charges, penalties and costs and expenses of the holder of the Cross Collateralized Mortgage Loan, or any other amounts are required by the holder of the Cross Collateralized Mortgage Loan to be posted or deposited on account of the Mid Rivers Mall Property or Mid Rivers Land II Property, then Transferor shall promptly pay to Transferee, within thirty (30) days after demand, any additional sums so paid, posted or deposited by the Mid Rivers Mall Owner or Mid Rivers Land II Owner (and any amounts so posted or deposited by Transferor, and subsequently released by the holder of the Cross Collateralized Mortgage loan to Transferee, the Mid Rivers Mall Owner or the Mid Rivers Land II Property Owner, shall be promptly refunded to Transferor).

(c) CBL OP shall promptly notify Transferor of the receipt of any notice of default from the Existing Lender under the Cross-Collateralized Mortgage Loan. Upon either (i) receipt by CBL OP or Transferor of notice of a CBL Cross Default from the Existing Lender, or (ii) the failure of CBL OP to make the required Mid Rivers Loan Payment, Transferor shall have the right, by notice to CBL OP, to demand that CBL OP agree in writing (which notice shall specifically refer to this Section 6.10 and state: “FAILURE TO RESPOND TO THIS NOTICE AS PROVIDED IN SECTION 6.10 OF THE CONTRIBUTION AGREEMENT SHALL PERMIT TRANSFEROR TO TAKE ACTIONS ON BEHALF OF TRANSFEREE PURSUANT TO SAID SECTION 6.10), within ten (10) Business Days of receipt of Transferor’s written demand (or if such date would be later than ten (10) days prior to the expiration of any applicable cure periods under the Cross Collateralized Mortgage Loan, then promptly after receipt of such written demand) (the “CBL Cross Default Response Period”), to remedy any CBL Cross-Default within the applicable cure periods under the Cross Collateralized Mortgage Loan and provide the indemnity set forth in subsection (i) below (the “CBL Indemnity”) to make any unpaid Mid Rivers Loan Payment.

(i) With respect to any CBL Cross-Defaults, if CBL OP agrees within the CBL Cross Default Response Period to remedy (within the applicable cure periods under the Cross Collateralized Mortgage Loan) the CBL Cross-Defaults and to provide the CBL Indemnity, CBL OP shall, or shall cause Transferee to, proceed expeditiously and in good faith to remedy the CBL Cross-Defaults. Pursuant to the CBL Indemnity:

(1) CBL OP shall, within thirty (30) days after receipt of Transferor’s written demand, pay to Transferor all default interest and penalties allocable to the Mid Rivers Mall Property and the Mid Rivers Land II Property, and Lender’s costs and expenses paid by Transferor as a result of a CBL Cross Default. In no event shall CBL OP be responsible

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for any other Losses incurred by the XXXX Borrowers by reason of a CBL Cross Default; and

(2) if, as a result of a CBL Cross Default, any sums paid or reserved on account of, or otherwise relating to, the XXXX Properties are applied by the holder of the Cross Collateralized Mortgage Loan to pay costs or expenses relating to the Mid Rivers Mall Property or the Mid Rivers Land II Property (including interest or principal on the portion of the Cross Collateralized Mortgage Loan allocable to the Mid Rivers Mall Property or the Mid Rivers Land II Property), or are otherwise not released when such sums were otherwise due to be released to the applicable XXXX Borrower absent such CBL Cross Default, then CBL OP shall promptly pay to Transferor, within thirty (30) days after demand, any sums so applied or not so released by such holder (and any amounts so paid by CBL OP and subsequently released by the holder of the Cross Collateralized Mortgage Loan to Transferor shall be promptly refunded to CBL OP).

(ii) With respect to a failure to make a Mid Rivers Loan payment, if CBL OP agrees to make the Mid Rivers Loan Payment, CBL OP shall make such Mid Rivers Loan Payment to Transferor within five (5) days after the expiration of the CBL Cross Default Response Period. The agreement by CBL OP to make the Mid Rivers Loan Payment shall be a full recourse obligation of CBL OP and shall include the obligation to pay any additional costs, late charges and default interest which would have been payable under the Cross Collateralized Mortgage Loan with respect to the portion of the Cross Collateralized Mortgage Loan applicable to the Mid River Mall Property or the Mid Rivers Land II Property had CBL OP failed to make such payment directly to the Existing Lender from the date such payment was due to the date of the actual payment to Transferor.

(iii) If (a) CBL OP does not agree within the CBL Cross Default Response Period to make any unpaid Mid Rivers Loan Payment, or (b) CBL OP fails to make the Mid Rivers Loan Payment on the date set forth above, then CBL OP shall elect by notice to Transferor delivered within five (5) days after the expiration of the applicable periods set forth in (a) and (b) above, either option (A) or option (B) set forth below, it being agreed that if CBL OP shall fail to deliver the notice, then CBL OP shall be deemed to have elected option (B):

(A) CBL OP shall agree that the remaining Mid Rivers Loan Payments and any other Losses suffered by Transferor or the XXXX Borrowers arising from such CBL Cross Defaults (including, without limitation, any additional costs, late charges and default interest which would have been payable under the Cross Collateralized Mortgage Loan had CBL OP failed to make such payment directly to the Existing Lender)

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shall be a full recourse obligation of CBL OP payable by CBL OP on demand by Transferor or the XXXX Borrowers; or

(B) (1) Transferee and CBL OP shall have the right to transfer and convey to Transferor, and Transferor shall have the obligation to accept, the Mid Rivers Mall Property, the Mid Rivers Office Property the Mid Rivers Land I Property and the Mid Rivers II Property (or, at the election of CBL OP, 100% of the ownership interests in the Mid Rivers Mall Owner, Mid Rivers Land I Owner, and Mid Rivers Land II Owner) for the purchase price of One and No/100 Dollar ($1.00) (the “Mid Rivers Transfer Right”), in which event, except as set forth in subsection (B)(2), CBL OP shall have no further liability under this Section 6.10. If CBL OP shall exercise this option (B), CBL OP shall, or shall cause its affiliates to, within five (5) Business Days thereafter to deliver to an entity designated by Transferor title to the Mid Rivers Mall Property, the Mid Rivers Land I Property and the Mid Rivers Land II Property by such deeds and assignments as may be reasonably required by Transferor.

(2) CBL OP shall promptly pay to Transferor, within thirty (30) days after demand, any sums paid or payable by the XXXX Borrowers with respect to the Mid Rivers Mall Property and the Mid Rivers II Land Property (but excluding any principal on the portion of the Cross Collateralized Mortgage Loan allocable to such Properties) for the period between the date of such CBL Cross Default and the date title to the Mid Rivers Mall Property, the Mid Rivers Land I Property and the Mid Rivers Land II Property is tendered to Transferor or its designee pursuant to the Mid Rivers Transfer Right.

(iv) With respect to any CBL Cross Default that does not relate to the failure to pay principal and interest due under the Cross Collateralized Mortgage Loan allocable to the Mid Rivers Mall Property or the Mid Rivers Land II Property, if (a) CBL OP does not agree within the CBL Cross Default Response Period to cure any CBL Cross Defaults, or (b) CBL OP fails to remedy such CBL Cross Defaults by no later than ten (10) days prior to the expiration of any applicable cure periods under the Cross Collateralized Mortgage Loan, then CBL OP shall elect by notice to Transferor delivered within five (5) days after the expiration of the applicable periods set forth in (a) and (b) above either option (A) or option (B) set forth below, it being agreed that if CBL OP shall fail to deliver the notice, then CBL OP shall be deemed to have elected option (A):

(A) Transferee and CBL shall post with Transferor (and Transferor shall have the right to post with the lender of the Cross Collateralized Mortgage Loan), an amount sufficient to purchase all securities or additional collateral required (or that would be required) to

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defease the portion of the Cross Collateralized Mortgage Loan allocated to the Mid Rivers Mall Property and the Mid Rivers Land II Property, together with all other costs and expenses that would be payable by the borrower under the Cross Collateralized Mortgage Loan in connection with a Partial Defeasance (as defined in the Cross Collateralized Mortgage Loan documents), and Transferor shall do all things reasonably necessary in cooperation with Transferee and CBL to cause for such portion of the Cross Collateralized Mortgage Loan to be defeased. Transferor shall cause the XXXX Borrowers to reimburse CBL OP from time to time for any benefit received by the XXXX Borrowers on account of reduced interest or principal obligations with respect to their allocable share of the Cross Collateralized Mortgage Loan by reason of the application of any defeasance collateral posted by CBL OP in connection with the defeasance of the Mid Rivers Mall Property; or

(B) (1) Transferee and CBL OP shall have the right to the Mid Rivers Transfer Right, in which event, except as set forth in subsection (B)(2), CBL OP shall have no further liability under this Section 6.10. If CBL OP shall exercise this option (B), CBL OP shall, or shall cause its affiliates to, within five (5) Business Days thereafter to deliver to an entity designated by Transferor title to the Mid Rivers Mall Property, the Mid Rivers Land I Property and the Mid Rivers Land II Property by such deeds and assignments as may be reasonably required by Transferor.

(v) With respect to any CBL Cross Default that does not relate to the failure to pay principal and interest due under the Cross Collateralized Mortgage Loan allocable to the Mid Rivers Mall Property or the Mid Rivers Land II Property, if (a) CBL OP does not agree within the CBL Cross Default Response Period to agree to cure any CBL Cross Defaults, or (b) CBL OP fails to remedy such CBL Cross Defaults by no later than ten (10) days prior to the expiration of any applicable cure periods under the Cross Collateralized Mortgage Loan, Transferor shall have the right, but not the obligation, in its sole and absolute

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discretion, to take, or to cause to be taken, any and all actions Transferor may deem reasonably necessary or desirable to cure any CBL Cross-Default (including, without limitation, the defeasance of all or any portion of the Cross Collateralized Mortgage Loan), all without notice, or any liability or obligation, to CBL OP or any of its affiliates, and without limiting the obligations and liability of CBL OP and Transferee under this Section 6.10.

(d) No party shall have any obligation under this Section 6.10 for consequential or punitive damages.

(e) In furtherance of the provisions of Sections 6.10(b) and 6.10(c), each of Transferor and Transferee to cooperate in good faith to seek to obtain any extensions requested by either party hereto pursuant to the Cross Collateralized Mortgage Loan so as to cure any event that with the passage of time or otherwise might reasonably be expected to result in a XXXX Borrowers Event of Default or a CBL Cross Default that does not relate to the failure to pay principal or interest due under the Cross Collateralized Mortgage Loan.

(f) In furtherance of the provisions of Sections 6.10(b) and 6.10(c), each of Transferor and Transferee agree that CBL OP and Transferee shall be added as a notice party for any notices from the Existing Lender under the Cross Collateralized Mortgage Loan.

(g) Without limiting any of the other provisions of this Section 6.10, each of Transferor and CBL OP hereby agrees to work together and cooperate in good faith to cause the Cross-Collateralized Mortgage Loan to be paid in full between January 11, 2011 and June 10, 2011, with Transferor causing its share of the Cross-Collateralized Loan to be paid in full, and CBL OP causing its share of the Cross-Collateralized Loan to be paid full on the same date.

(h) Without limiting any of the other provisions of this Section 6.10, Transferor agrees that, prior to (i) a substitution or other replacement of any of the XXXX Properties from the Cross-Collateralized Mortgage Loan, or (ii) transfer of ownership of any three (3) of Xxxxxxxxx Xxxxxxxxxxx, Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxx Parkway Plaza and Westfield Plaza West Covina XXXX Properties to any Person, in each case other than a XXXX Borrower or any entity in which Westfield has a direct or indirect ownership interest of at least 50% and acts as the managing member of such entity, Transferor shall cause the Mid Rivers Mall Property and Mid Rivers Land II Property to be released from the encumbrance or mortgage of the Cross-Collateralized Mortgage Loan. CBL OP shall, concurrently with such release, pay to Transferor an amount equal to all accrued but unpaid interest then due and the then outstanding principal under the Cross-Collateralized Mortgage Loan that relates to the Mid Rivers Mall Property and Mid Rivers Land II Property immediately prior to such defeasance, and Transferor shall bear all other costs and expenses, and shall post all required deposits of alternative securities or collateral, required to accomplish such release.

(i) Notwithstanding anything in the foregoing to the contrary, CBL OP shall have the right, but not the obligation, in its sole and absolute discretion, to require

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Transferor to cause the Mid River Mall Property and Mid River Land II Property to be released from any mortgage or encumbrance of the Cross-Collateralized Mortgage Loan, provided that defeasance of Mid River Mall Property and Mid River Land II Property is then permitted under the terms of the Cross-Collateralized Mortgage Loan. In such case, CBL OP shall post with Transferor (and Transferor shall be entitled to post with the lender of the Cross Collateralized Mortgage Loan), or at CBL OP’s election, Transferor shall post with the lender of the Cross Collateralized Mortgage Loan with CBL OP bearing all costs associated therewith, such securities or additional collateral required to defease such Properties under the terms of the Cross Collateralized Mortgage Loan. Transferor shall cause the XXXX Borrowers to reimburse CBL OP from time to time for any benefit received by the XXXX Borrowers on account of reduced interest or principal obligations with respect to their allocable share of the Cross Collateralized Mortgage Loan by reason of the application of any defeasance collateral posted by CBL OP in connection with the defeasance of the Mid Rivers Mall Property.

(j) None of XXXX Borrower, Transferor nor CBL OP shall amend, or cause or permit any of its respective subsidiaries to amend, the documents evidencing or securing the Cross Collateralized Mortgage Loan in any manner that would adversely effect the other party without first obtaining such party’s prior consent, which consent may be withheld in such party’s the sole and absolute discretion.

(k)

The provisions of this Section 6.10 shall survive Closing indefinitely.

6.11 Removal of Westfield Signs. Within 30 days after Closing, Transferor shall, at its cost, remove from the exterior facades of the Properties and from pylon signs at the entrances of each Property all major signage that identifies “Westfield” as the owner or manager of the Properties, and Transferor shall repair any damage to the Properties caused by such removal. In furtherance thereof, Transferor shall, at its cost, engage the services of a professional signage company reasonably acceptable to Transferee to remove such major signage. Transferor shall not be obligated to replace such signage, and in the event Transferee elects to replace such signage, the same shall be at the sole cost and expense of Transferee. Transferee shall provide Transferor with reasonable access to the Properties after Closing to permit Transferor to remove such signage, and Transferor shall be permitted the reasonable use of the on-site employees of Transferee and its affiliates to assist in such signage removal.

6.12 CBL Contribution Agreement. Each of CBL OP and Transferee shall use, and shall cause its respective affiliates to use, commercially reasonable efforts and otherwise act in good faith to satisfy all of the conditions to closing under the CBL Contribution Agreement. Transferee shall not amend or modify the CBL Contribution Agreement without the prior written consent of Transferor.

6.13 Continuation of Gift Certificate Programs. Transferee shall not directly or indirectly prohibit or restrict any Tenant from continuing to honor the use of Westfield Gift Certificate Cards by customers of the Properties. The provisions of this Section 6.13 shall survive Closing.

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6.14 Schedule 2 Properties. On or prior to the Closing Date, Transferor shall transfer, or caused to be transferred, to Mid Rivers Land I Owner those certain parcels of real property set forth on Schedule 2 attached hereto, to the extent any of such parcels of real property are not owned by Mid Rivers Land I Owner on the Effective Date.

6.15 Mid Rivers Outparcels. On the date hereof, Transferor owns, directly or indirectly, certain additional parcels of vacant land related to the Mid Rivers Mall Property, the Mid Rivers Land I Property, the Mid Rivers Land II Property and/or the Mid Rivers Office Property, which parcels of land are identified on Exhibits K attached hereto (collectively, the “Mid Rivers Outparcels”). The parties acknowledge and agree that Transferee has not had the opportunity to complete its due diligence of the Mid Rivers Outparcels. Transferee shall have the right to complete its due diligence of the Mid Rivers Outparcels prior to the Closing Date, and to elect, upon Notice to Transferor, given not less than 10 days’ prior to the Closing Date, to have such outparcels (or, to the extent commercially reasonable, the equity interests in the owner(s) of such outparcels) contributed to Mid Rivers Land I Owner on or prior to the Closing Date without any adjustment to the Contributed Interest Value. Transferor shall have no obligations with respect to the cure of any matters discovered by Transferee during its due diligence of the Mid Rivers Outparcels. If Transferee timely elects to have any or all of the Mid Rivers Outparcels transferred to Mid Rivers Land I Onwer, Transferor shall cause such elected parcels (or, to the extent commercially reasonable, the equity interests in the owner(s) of such outparcels) to be transferred to Mid Rivers Land I Owner on or prior to the Closing Date. If Transferee elects not to have any of the Mid Rivers Outparcels (nor the equity interests in the owner(s) of such outparcels) transferred, there shall be no change in the Contributed Interest Value. Notwithstanding anything to the contrary contained in this Agreement, the Mid Rivers Outparcels are not “Properties”.

6.16 West County Parking Deck. Transferor and Transferee hereby acknowledge and agree that the parking deck at the West County Property (the “Parking Deck”) requires repairs, some of which may be of a structural nature. Each of Transferor and Transferee has retained an engineering firm to determine the extent of the deficiencies of the Parking Deck, and the appropriate manner to repair them. While the nature and scope of the problems remain to be determined, as hereinafter provided, cosmetic repairs are not considered part of the problem to be addressed under this Section 6.16, it being understood that the work will include restoration of areas affected by the work to their finish levels prior to commencement of the work and blended with the finishes of adjacent areas of the Parking Deck. Transferor and Transferee shall work together expeditiously, reasonably and in good faith to determine the actual scope of the work that needs to be performed to correct these problems. The standard to be applied in addressing these problems is that of a prudent institutional owner and operator of shopping centers similar to the West County Property, who intends to own such property on a long-term basis and therefore is seeking a solution that solves the current problems and places the Parking Deck, on a long-term basis, in a good and safe condition, and in good working order, and in compliance with all applicable laws and good engineering standards, and prevents the problems from recurring, assuming (and requiring only) the performance of normal repairs and replacements after the

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work is performed. Each party will cause its engineers to complete their report within a reasonable time. Once the reports are available, the parties will share the same and will seek to determine the appropriate scope of work to be performed. If the parties are unable to agree upon the same within 15 days thereafter, the matter shall be referred to the engineers appointed by the parties. If the engineers agree upon the same within 15 days thereafter, the agreed upon scope of work (including a schedule for commencement and performance of the work and a definition of customary warranties to be obtained) shall be adopted by the parties as the work to be performed under this Section. If not, then a third independent engineer having a national reputation in the repair of parking garages shall be appointed by the parties’ respective engineers within 15 days, such third party engineer shall conduct such hearings and meetings at it deems appropriate and the determination of such engineer shall be binding on the parties; provided, however, that if the two engineers shall not have selected a third engineer within such 15 day period, then either party may request that the American Arbitration Association select the third engineer. Upon final determination of the scope of the work, Transferor, under the supervision and with the reasonable cooperation of Transferee, shall promptly commence and thereafter diligently prosecute such repairs to completion substantially in accordance (subject to force majeure) with the schedule agreed upon or prescribed by the foregoing process. In the event that the two engineers determine that repairs are required prior to determination of such scope and schedule and commencement of such work, in order to preserve or avoid a material deterioration of the Parking Deck or to avoid a threat of damage to property or injury to persons, or because the use and operation of the Parking Deck will be materially adversely affected in the absence of such repairs, then the repairs shall be performed by Transferor in consultation with Transferee and in accordance with the standards prescribed below so as to correct such conditions pending agreement on and commencement of a complete scope of work. Without limiting the foregoing, Transferee’s consent (which shall not be unreasonably withheld or delayed) shall be required to (i) the plans and specifications for such work, and any change orders, (ii) the architects, engineers, contractors and subcontractors who will perform such work, and the terms of contracts with them and (iii) the insurance to be provided in connection with such work, and such work shall comply with all applicable requirements of the Existing Mortgage Loan for the West County Property and all applicable laws and good mall practices. Such contracts shall include customary warranties, which (together with the contracts themselves) shall be assigned to Transferee or the applicable West County Owner upon completion of the repairs and/or replacements. Transferor shall use commercially reasonable efforts to cause the work to be performed in a manner intended to minimize interference with the operation of the Property, and Transferee’s consent shall be required for the manner in which the work is so performed, including timing (which consent shall not be unreasonably withheld or delayed). If the work will adversely affect parking or traffic flow during operating hours of the West County Property to any material extent, the parties will cooperate to agree upon scheduling (including overtime) that will avoid such a result. Moreover, Transferee shall have the right to designate periods (e.g., the December-January holiday period) during which work is not to be performed. Transferee shall have the right (so long as it agrees to pay the incremental costs incurred by Transferor in complying with such request) to require additional work to be performed and additional mitigation measures to be adopted, in addition to those which Transferor would otherwise be

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required to adopt and perform hereunder. Except as provided in the preceding sentence, Transferor shall be solely responsible for the costs and expenses of such repairs, and agrees to indemnify, defend and hold harmless Transferee and the West County Mall Owner from and against all Losses (including, without limitation, reasonable attorneys’ fees and expenses) and other liabilities and obligations incurred or suffered by Transferee or the West County Mall Owner, including as a result of any claim by any Tenant of the West County Property pursuant to its Lease arising in connection with the problem that necessitates such repair of the Parking Deck or with the actual repair of the Parking Deck by Transferor. In addition, Transferor shall reimburse Transferee and the West County Mall Owner for the reasonable out-of-pocket costs and expenses incurred by Transferee or the West County Mall Owner in connection with the planning for and performance of work (including fees and disbursements of Transferee’s engineers and responses to request for consent and supervision of such work). Transferee and the West County Mall Owner shall not settle any Tenant claims without the approval of Transferor, which approval shall not be unreasonably withheld or delayed. Transferee and West County Owner shall cooperate with Transferor, at Transferor’s expense, in pursuing any claims against the contractors, engineers or other third parties who may have been responsible for any defective work on the Parking Deck and in pursuing any claims for insurance to cover the costs incurred by Transferee or West County Mall Owner hereunder. The provisions of this Section shall apply during the period prior to the Closing Date, and, in addition, shall survive and apply to the period from and after the Closing.

6.17 L&T Property. (a) Notwithstanding anything in this Agreement to the contrary, the Closing of the Contribution of the Contributed Interests relating to the L&T Owner and the L&T Property shall occur on a Business Day (such date, the “L&T Closing Date”) determined by Transferee upon not less than 10 Business Days’ prior written notice delivered to Transferor by Transferee and in any event no later than 4 months after the Closing. Transferor shall be obligated to contribute the foregoing Contributed Interests on the L&T Closing Date and Transferee shall be obligated to issue to Transferor the Preferred Units allocable to the L&T Owner on the L&T Closing Date; provided, that the conditions precedent to Transferee’s and Transferor’s obligation to close the transaction to the extent relating to L&T Owner and the L&T Property shall have been satisfied or waived by Transferee or Transferor, as applicable, in each case, on or prior to the L&T Closing Date, and that all prorations with respect to the L&T Property shall be effected as if the Proration Time were 11:59 p.m. on the day immediately preceding the L&T Closing Date. Furthermore, the covenants of Transferor set forth in Sections 6.1 and Section 6.2 hereof shall continue to apply to the L&T Owner and the L&T Property until the Closing of the contribution of the L&T Owner to Transferee has occurred; provided, however, that neither Transferor nor the L&T Owner shall, without Transferee’s consent, (i) enter into any Lease or other Contract, or incur any other obligation, that will be binding on Transferee or the L&T Owner from and after the L&T Closing Date, or (ii) commence any material alterations or improvements on the L&T Property (other than to keep the L&T Property in good order and repair and in compliance with applicable law). Transferor and Transferee further agree that the survival period for the representations and warranties of Transferor relating to the L&T Owner and the L&T Property shall be measured from the L&T Closing Date as

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opposed to the date of the Closing of the other Contributed Interests. Transferor and Transferee further agree that the no Preferred Equity Return shall be due or begin to accrue on the Preferred Units issued to Transferor on account of the Contribution of the Contributed Interests relating to the L&T Owner and the L&T Property until July 1, 2008.

(b)

In addition to Transferee’s consent rights pursuant to Section 6.17(a):

(i) From and after the date hereof until the L&T Closing Date, Transferor shall, and shall cause the L&T Property Owner to, cooperate reasonably with, Transferee, in negotiations to lease the L&T Property and in alterations and improvements of the L&T Property in order to maintain and upgrade the same, or to prepare the same for occupancy by tenants, so long as Transferee shall agree to be solely responsible for and shall indemnify Transferor and L&T Owner against costs and expenses, and obligations and liabilities, arising or accruing in connection therewith, such indemnification to be effected by agreements reasonable acceptable to Transferor, and with insurance reasonably acceptable to Transferor (and naming Transferor and L&T Property Owner as additional insureds), including by entering into such leases, commitments to lease, leasing commission agreements, construction and other contracts, relating to the L&T Property, reasonably required in connection therewith. The existing negotiations with Xxxxxx & Xxxxx are expressly included in the provisions of this Section 6.17(b)(i).

(ii) Transferee shall have the right (and, at Transferor’s request, the obligation), from and after the Closing Date until the L&T Closing Date, to be responsible for and to coordinate and supervise (together with its representatives) any particular alteration or improvement, or all alterations and improvements, to the L&T Property designated by or proposed by Transferee, and to enter the L&T Property (together with its representatives) for such purpose, subject to the conditions set forth in clause (i) above.

ARTICLE VII

Transferee’s Obligation to Close

7.1 Transferee’s Conditions. Transferee shall not be obligated to close hereunder unless each of the following conditions shall exist on the Closing Date:

(a) Title Policy. For each Property, the Title Company shall issue (or shall be prepared and irrevocably and unconditionally committed to issue, with the sole condition being the payment of any applicable standard premiums) to the applicable Property Owner, at Transferee’s expense, a 1992 ALTA form of owner’s policy of title insurance, (i) with an effective date not earlier than the Closing Date, (ii) with such endorsements as the Title Company unconditionally (other than subject to payment of the required premiums and delivery by the applicable Property Owner of a Title Affidavit in the form attached hereto as Exhibit D-1 and a non-imputative affidavit in the form attached hereto as Exhibit D-2) committed to issue to Transferee prior to the Effective Date, (iii) insuring fee title to each Real Property, (iv) in the name of the applicable Property Owner, (v) in an amount of no more than the Allocated

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Contributed Interests Value for each Property, plus, if applicable, the outstanding principal balance of the related Existing Mortgage Loan, and (vi) subject only to the Permitted Exceptions (each, a “Title Policy”);

(b) Accuracy of Representations. All of the representations and warranties made by Transferor in this Agreement or in any of the Closing Documents (except for any of such representations and warranties that by their terms relate only to a specific date other than the Closing Date, in which event, such representations and warranties shall be, or have been, true and correct in all material respects (or, in the case of any representations and warranties already qualified by materiality, in all respects, as of such other date)) shall be true and correct in all material respects (or, in the case of any representations and warranties already qualified by materiality, in all respects) on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, and Transferor will so certify pursuant to the Bringdown Certificate;

(c) Transferor’s Performance. Transferor shall have made the deliveries required to be made by Transferor under Article IX, and shall have, and shall have caused its affiliates to have, in all material respects (i) performed all covenants and obligations, and (ii) complied with all conditions, required by this Agreement and any other agreement between or among Transferor, Transferee and CBL OP or their respective affiliates to be performed or complied with by Transferor or its affiliates on or before the Closing Date, or each such covenant, obligation and condition that shall not have been so performed or complied with shall be waived by Transferee in writing and in its sole and absolute discretion prior to Closing;

(d) No Liens. Transferor shall convey, or cause the conveyance of, the Contributed Interests to Transferee, free and clear of all Liens of any nature whatsoever (subject to the covenants, conditions and restrictions set forth in the Existing Loan Documents);

(e) Consents. All consents (including all of the Lender Consents) required to permit Transferor to effect the transactions contemplated hereby shall have been obtained by Transferor; and Transferor shall have delivered or caused to be delivered to Transferee all of the Estoppel Certificates required to be delivered in accordance with the terms of Section 6.6; provided, however, that, with respect to the Lender Consents, if any of the same shall not have been obtained by Closing solely as a result of a breach by Transferee, CBL OP or any of their respective affiliates of their obligations under Section 6.9, then Transferee shall not be entitled to use as a defense to such breach, the fact that the foregoing condition was not satisfied;

(f) Terminations. Except as otherwise provided in this Agreement (including, without limitation, Section 4.5(f) and Section 10.1) any property and/or leasing management contract with respect to each Property shall have been terminated at or prior to Closing (and evidence thereof shall have been delivered to Transferee at or prior to Closing), and Transferor shall have paid any and all commissions, fees and/or other costs or expenses then due under any such property and/or management contracts, including any commissions, fees, and other costs and expenses in connection with such terminations; and

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(g) Other Conditions. Any other condition expressly set forth in this Agreement to Transferee’s obligation to close shall have been satisfied on or prior to the date by which such condition is required hereunder to be satisfied.

7.2 Failure of Conditions. Subject to the proviso in Sections 7.1(e), if any condition specified in Section 7.1 is not satisfied on or before the Outside Closing Date, Transferee may, at its option, and in its sole and absolute discretion, (i) waive any such condition which can legally be waived and proceed to Closing without adjustment or abatement of the Contributed Interests Value, or (ii) terminate this Agreement by written notice thereof to Transferor. In addition to (and notwithstanding) the foregoing, if the failure of the condition is due to a breach by Transferor hereunder, Transferee may pursue any of its remedies under Section 11.1 (subject to the provisions of the penultimate paragraph of Article IV and Section 13.4).

ARTICLE VIII

Transferor’s Obligation to Close

8.1 Transferor’s Conditions. Transferor shall not be obligated to close hereunder unless each of the following conditions shall exist on the Closing Date:

(a) Accuracy of Representations. All of the representations and warranties made by Transferee and CBL OP in this Agreement or in any of the Closing Documents shall be true and correct in all material respects (or, in the case of any representations and warranties already qualified by materiality, in all respects) on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, and each of Transferee and CBL OP will so certify pursuant to a written certificate delivered to Transferor on or prior to Closing;

(b) Transferee’s Performance. Each of Transferee and CBL OP shall have made the deliveries required to be made by it under Article IX, and shall have, and shall have caused its respective affiliates to have, in all material respects, (i) performed all covenants and obligations, and (ii) complied with all conditions, required by this Agreement and any other agreement between or among Transferor, Transferee and CBL OP or their respective affiliates, to be performed or complied with by Transferee, CBL OP or their respective affiliates on or before the Closing Date, or each such covenant, obligation and condition that shall not have been so performed or complied with shall be waived by Transferor in writing and in its sole and absolute discretion prior to Closing;

(c) Consents. All consents (including all of the Lender Consents) required to permit Transferee to effect the transaction contemplated hereby shall have been obtained by Transferee; provided, however, that, with respect to the Lender Consents, if any the same shall not have been obtained by Closing solely as a result of a breach by Transferor or its affiliates obligations under Section 6.9, then Transferor shall not be entitled to use as a defense to such breach, the fact that the foregoing condition was not satisfied;

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(d) Tax Protection Agreement. Transferee shall deliver the Tax Protection Agreement, duly executed by Transferee and CBL OP;

(e) CBL Contribution. The closing under the CBL Contribution Agreement shall have occurred;

(f) No Liens. Transferee shall issue to Transferor the Preferred Membership Interests which will, immediately upon the issuance thereof, constitute 100% of the authorized, issued and outstanding preferred interests in Transferee, free and clear of any Liens of any nature whatsoever; and

8.2 Failure of Conditions. Subject to the proviso in Sections 8.1(c), if any condition specified in Section 8.1 is not satisfied on or before the Outside Closing Date, Transferor may, at its option, and in its sole and absolute discretion, (a) waive any such condition which can legally be waived and proceed to Closing without adjustment or abatement of the Contributed Interests Value, or (b) terminate this Agreement by written notice thereof to Transferee. In addition to (and notwithstanding) the foregoing, if the failure of the condition is due to a breach by Transferee or CBL OP hereunder, Transferor may pursue any of its remedies under Section 11.2.

ARTICLE IX

Closing

9.1 Time of Closing. Subject to the provisions of this Agreement, the closing of the transactions contemplated hereby (“Closing”) shall take place at 10:00 a.m. on the Closing Date at the offices of Debevoise & Xxxxxxxx LLP, 919 Third Avenue, New York, New York, or at such other place located in Los Angeles, California or New York City, New York, as may otherwise be agreed upon by Transferor and Transferee. The “Closing Date” shall occur on a Business Day mutually agreed upon by Transferor and Transferee as soon as practical after all of the conditions set forth in Articles VII and VIII have been satisfied (or will be satisfied simultaneously with Closing) or waived in accordance with the terms thereof; provided, however, that the Closing Date shall in no event occur later than November 30, 2007 (the “Outside Closing Date”). If Closing does not occur by the Outside Closing Date and the same is attributable to a breach or default hereunder by Transferee, the provisions of Section 11.2 shall apply. If Closing does not occur by the Outside Closing Date and the same is due to a breach or default hereunder by Transferor, the provisions of Section 11.1 shall apply (subject to the provisions of Section 13.4 and Article IV). Without limiting the foregoing, the Outside Closing Date may be extended only with the prior written consent of Transferor and Transferee (which consent may be given or withheld in their respective sole and absolute discretions); provided, however, that if the Outside Closing Date shall be so extended, any Deposit delivered in the form of a letter of credit shall be renewed or replaced such that any Deposit delivered in the form of a

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letter of credit shall expire no earlier than the 60^th day after the extended Outside Closing Date, and Transferee shall deliver such renewed or new letter of credit to Transferor on or prior to the Outside Closing Date.

9.2 Deliveries at Closing by Transferor. On or before the Closing, Transferor, at its sole cost and expense, shall deliver or cause to be delivered to Escrow Agent the following, each dated as of the Closing Date, in addition to all other items and payments required by this Agreement to be delivered by Transferor at Closing (and unless otherwise noted, two original copies of each of the following shall be delivered):

(a) Cash. Transferor shall deliver to Escrow Agent, by Federal funds wire transfer, cash in an amount equal to the sum of Transferor’s Closing Costs as provided in Section 1.4.

(b) Assignment and Assumption of Contributed Interests. Transferor shall deliver counterparts of the assignment and assumption of the Contributed Interests, in substantially the form attached hereto as Exhibit B (the “Assignment and Assumption of Contributed Interests”), duly executed by Transferor and/or its affiliates, conveying to Transferee, (i) all of Transferor’s and/or its affiliates’ respective rights, titles and interests in, and to the Contributed Interests, free and clear of any Liens of any nature whatsoever (subject to the covenants, conditions and restrictions set forth in the Existing Loan Documents), and (ii) all of Transferor’s and/or its affiliates’ respective rights, titles and interests, if any, in, and to the names “Mid Rivers Mall”, “West County Mall”, and “South County Mall” and any variations thereof.

(c) Proof of Authority. Transferor shall provide such customary proof of authority and authorization to enter into this Agreement and the transactions contemplated hereby, and such customary proof of the power and authority of the individual(s) executing or delivering any documents or certificates on behalf of Transferor as may be reasonably required by the Title Company, Transferee or both.

(d) Non-Foreign Affidavits. Transferor shall deliver Non-Foreign Affidavits, each in the form attached hereto as Exhibit C, duly executed by Transferor and/or its affiliates.

(e) Title Affidavits. Transferor shall execute and deliver, or cause to be executed and delivered, to the Title Company such customary agreements or statements as may be reasonably required by the Title Company in order to issue the Title Policies for the Properties as described in Section 7.1(a), including a title affidavit from each Property Owner and a non-imputation endorsement (in each case, to the extent required by the Title Company) in substantially the form of Exhibit D-1 and Exhibit D-2, respectively, attached hereto.

(f) Counterpart of Amended and Restated Operating Agreement. Transferor shall deliver counterparts of the Amended and Restated Operating Agreement, duly executed by Transferor.

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(g) Closing Statement. Transferor shall deliver counterparts of a settlement statement setting forth all prorations, allocations, closing costs and payments of moneys related to the consummation of the transactions contemplated by this Agreement (the “Closing Statement”), duly executed by Transferor.

(h) State FIRPTA. Transferor shall complete and deliver three original counterparts of any state forms relating to statutes similar to Section 1445 of the Code, in each case, to the extent required to be delivered by Transferor and/or its affiliates in connection with the transfer to Transferee of the Contributed Interests (collectively, the “Transfer Tax Returns”), duly executed by Transferor.

(i) Bringdown Certificate. On or before the Closing Date, Transferor shall complete and shall have delivered to Transferee the applicable Bringdown Certificate in accordance with the terms of Section 6.1(c).

(j) Assumption Documents. Transferor shall deliver counterparts of all agreements, instruments and documents, each in form reasonably satisfactory to Transferor and Transferee, required to be executed by Transferor and/or its affiliates in connection with the indirect assumption of the Existing Mortgage Loans by Transferee, duly executed by Transferor and/or its affiliates, in such number of counterparts as may be required by the applicable Existing Lender, plus two additional counterparts.

(k) Rent Roll. Within 3 Business Days prior to the Closing Date, Transferor shall deliver (which delivery may be made as part of the Bringdown Certificate), an updated Rent Roll for each Property based upon which the applicable Property Owner is operating its Property as of the date indicated therein.

(l) Estoppels. On or before Closing, Transferor shall deliver copies of all Estoppels in Transferor’s Possession or Reasonable Control.

(m) Property Manager’s Rights. To the extent applicable, Transferor shall cause the property manager of each Property to deliver an assignment and assumption agreement, duly executed by such property manager, conveying all of such property manager’s right, title and interest in and to all Permits, if any, held in the name of such property manager for the benefit of such Property Owner.

(n) Other Documents. Transferor shall, as reasonably requested by Transferee, the Title Company, Escrow Agent, the Existing Lenders, or the rating agencies, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any and all such other customary instruments and documents as may be contemplated elsewhere in this Agreement to be delivered on or prior to the Closing Date, or otherwise reasonably necessary in order to complete the transaction contemplated hereby and to carry out the intent and purposes of this Agreement, so long as Transferor’s liabilities and obligations hereunder are not increased by any material extent.

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9.3 Deliveries at Closing by Transferee. On or before the Closing, Transferee and CBL OP, at its respective sole cost and expense, shall deliver or cause to be delivered to Escrow Agent the following, each dated as of the Closing Date, in addition to all other items and payments required by this Agreement to be delivered by Transferee at Closing (and unless otherwise noted, two original copies of each of the following shall be delivered):

(a) Cash. Transferee shall deliver to Escrow Agent, by Federal funds wire transfer, cash in an amount equal to Transferee’s Closing Costs as provided in Section 1.3.

(b) Assignment and Assumption of Contributed Interests. Transferee shall deliver counterparts of the Assignment and Assumption of Contributed Interests, duly executed by Transferee.

(c) Proof of Authority. Each of Transferee and CBL OP shall provide such customary proof of Transferee’s authority and authorization to enter into this Agreement and the transactions contemplated hereby, and such customary proof of the power and authority of the individual(s) executing or delivering any documents or certificates on behalf of Transferee or CBL OP as may be reasonably required by the Title Company, Transferor or both.

(d) Counterpart of Amended and Restated Operating Agreement. Transferee shall deliver counterparts of the Amended and Restated Operating Agreement, duly executed by CBL OP.

(e) Certificate Regarding Representations. On or before the Closing Date, each of Transferee and CBL OP shall complete and shall have delivered to Transferor the certificate required pursuant to Section 8.1(a).

(f) Closing Statement. Transferee shall deliver counterparts of the Closing Statement, duly executed by Transferee.

(g) Tax Protection Agreement. Each of Transferee and Transferor shall deliver the Tax Protection Agreement, duly executed by Transferee and CBL OP.

(h) Assumption Documents. Each of Transferee and CBL OP shall deliver counterparts of all agreements, instruments and documents, each in form reasonably satisfactory to Transferor and Transferee, to be executed by Transferee, CBL OP and/or its respective affiliates in connection with the indirect assumptions of the Existing Mortgage Loans by Transferee (including, without limitation, any guaranties and indemnities), duly executed by Transferee, CBL OP and/or its respective affiliates, in such number of counterparts as may be required by the applicable Existing Lender, plus two additional counterparts.

(i) Property Manager’s Rights. To the extent applicable, Transferee shall deliver counterparts of each assignment and assumption agreement described in Section 9.2(m).

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(j) Other Documents. Each of Transferee and CBL OP shall, as reasonably requested by Transferor, the Title Company, Escrow Agent, the Existing Lenders, or the rating agencies, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any and all such other customary instruments and documents as may be contemplated elsewhere in this Agreement to be delivered on or prior to the Closing Date, or otherwise reasonably necessary in order to complete the transaction contemplated hereby and to carry out the intent and purposes of this Agreement, so long as Transferee’s and the Property Owners’ liabilities and obligations hereunder are not increased by any material extent.

9.4 Deliveries Outside of Escrow. Transferor shall deliver, or cause to be delivered, possession of the Properties, subject only to the Permitted Exceptions, the rights of Tenants and subtenants in occupancy under the Tenant Leases and the rights of MRO Leasehold Owner under the MRO Ground Lease to Transferee upon Closing. Further, Transferor shall deliver, or cause to be delivered, to Transferee, on or prior to the Closing, the following items:

(a) Intangible Property. Transferor shall deliver or turn over, or cause to be delivered or turned over, to Transferee’s control at the applicable Real Property (or at such other place as shall be reasonably agreed upon by Transferor and Transferee), the originals of the Plans and Records, the Tenant Leases, the Continuing Contracts, the MRO Ground Lease, the Permits and the Intangible Property Documents, if any, in each case, to the extent in Transferor’s Possession or Reasonable Control or, if not, copies thereof which are true and complete in all material respects; provided, however, that in no event shall Transferee have any rights to the name “Westfield” or any marks, logos or other brand identification items associated with the “Westfield” name.

(b) Personal Property. Transferor shall deliver or turn over, or cause to be delivered or turned over, to Transferee’s control at the applicable Real Property (or at such other place as shall be reasonably agreed upon by Transferor and Transferee), the Personal Property, including any and all keys, pass cards, remote controls, security codes, computer software and other devices relating to access to the Improvements, if any, in each case, to the extent in any Transferor’s Possession or Reasonable Control.

(c) Tenant Notification Letter. Transferor shall deliver, or cause to be delivered, tenant notification letters in the form attached hereto as Exhibit E, duly executed by the applicable Property Owner (or the applicable managing agent), notifying each Tenant under a Tenant Lease and the MRO Leasehold Owner under the MRO Ground Lease that the applicable Contributed Interests have been conveyed to Transferee and directing each Tenant and MRO Leasehold Owner, on and after the Closing Date, to make all payments of rent and to send any notices or other correspondence regarding their respective Tenant Leases or MRO Ground Lease, as applicable, to the Persons and addresses designated by Transferee and specified in such letters.

(d) Letters to Contractors. Transferor shall deliver, or cause to be delivered, a letter to each vendor under a Continuing Contract, and to each utility company serving each Property (other than utility companies whose services are directly arranged for by

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Tenants or MRO Leasehold Owner under the MRO Ground Lease), in a form reasonably satisfactory to Transferor and Transferee, duly executed by the applicable Property Owner (or by the applicable managing agent), advising such vendor or utility company, as the case may be, of the transfer of the applicable Contributed Interests to Transferee and directing them to send to Transferee (or as directed by Transferee) all bills for the goods and services provided to such Property for periods from and after the Closing Date.

(e) Termination of Contracts. Transferor shall deliver, or cause to be delivered, to Transferee termination agreements or other customary evidence reasonably satisfactory to Transferee that any and all Contracts other than Continuing Contracts have either expired in accordance with their respective terms or have been duly and validly terminated, effective on or prior to the Closing Date (or as soon as possible after the Closing Date if termination as of the Closing Date is not possible under the terms of such Contracts) at no cost to Transferee or to the applicable Property Owner, and that all sums payable in connection with the termination of the same, if any, have been paid.

9.5 Actions by Escrow Agent. Provided Escrow Agent shall not have received written notice from Transferee or Transferor of the failure of any condition to the or of the termination of this Agreement, when Transferee and Transferor have deposited into escrow the documents and funds required by this Agreement and Title Company is irrevocably and unconditionally committed to issue the Title Policies effective as of the Closing Date (subject only to the payment of the standard premiums), Escrow Agent shall, in the order and manner herein below indicated, take the following actions:

(a)

Funds. Disburse all funds as follows:

(i) pursuant to the Closing Statement, retain for Escrow Agent’s own account all escrow fees and costs, disburse to the Title Company the fees and expenses incurred in connection with the issuance of the Title Policies, and disburse to any other Persons entitled thereto, as expressly stated on the Closing Statement, the amount of any other closing costs;

(ii) pursuant to the Closing Statement, disburse funds necessary to discharge and release any and all Liens against any Property to the extent such Liens are expressly required under Section 2.2 to be discharged and released at or prior to the Closing; and

(iii) disburse any remaining funds in the possession of Escrow Agent, after payments pursuant to Sections 9.5(a)(i) and (ii) have been completed, to whichever of Transferor or Transferee shall have deposited such amount with Escrow Agent.

(b) Delivery of Documents. Deliver: (i) to Transferor, one original of each document deposited into escrow, and (ii) to Transferee, one original of each document deposited into escrow (other than the Title Affidavit delivered pursuant to Section 9.2(e), the second original of which Escrow Agent shall retain).

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ARTICLE X

Prorations and Closing Expenses

10.1 Closing Adjustments. In addition to any other credits or prorations provided elsewhere in this Agreement, the number of preferred units representing the Preferred Membership Interests issued to Transferor at Closing pursuant to Section 1.2 shall be adjusted as of the Proration Time in accordance with the provisions set forth in this Section 10.1. Transferee and Transferor agree to cause their accountants to prepare a proration schedule (the “Proration Schedule”) of adjustments not later than 3 Business Days prior to Closing. Such adjustments, if and to the extent known and agreed upon as of the Closing Date, shall be paid by Transferee to Transferor (if the prorations result in a net credit to Transferor) or by Transferor to Transferee (if the prorations result in a net credit to Transferee), by increasing or reducing the number of preferred units representing the Preferred Membership Interests and issued to Transferor upon Closing. Any such adjustments or other adjustments prescribed under this Agreement, which are not determined or agreed upon as of the Closing Date, shall be paid by Transferee to Transferor as a credit to Transferor’s Capital Account in Transferee, and Transferor shall receive a corresponding additional number of preferred units in Transferee as provided in Section 3.1(c) of the Amended and Restated Operating Agreement, or by Transferor to Transferee in cash, as applicable, as soon as practicable following the Closing Date pursuant to the terms of Sections 10.1(h) and (m), which payment from Transferor to Transferee shall be treated by the parties as a purchase price adjustment for all income tax purposes. All such prorations and adjustments under this Agreement shall be calculated based on the actual number of days of the applicable calendar month and on a 365 day year, as applicable. The provisions of this Section 10.1 shall survive Closing.

(a) Real estate taxes and assessments and personal property taxes related to the Properties, to the extent not paid directly by a Tenant or MRO Leasehold Owner under the Ground Lease to the applicable authorities, shall be prorated between Transferor and Transferee at Closing. If Closing shall occur before the amount of taxes is fixed for any Property, the apportionment of all such taxes shall be made based upon one hundred percent (100%) of the tax rate for the preceding year, applied to the latest assessed valuation of such Property. Upon receipt of the actual tax xxxx for such Property, the proration of taxes made at Closing shall be subject to adjustment pursuant to Section 10.1(h) and Section 10.1(m). Refunds of the foregoing for the tax year in which the Closing occurs, net of the reasonable out-of-pocket costs of pursuing any tax contest or proceeding or collecting such funds, shall be prorated in proportion to the respective shares thereof borne by the parties under the preceding sentence, subject to the rights of Tenants and MRO Leasehold Owner to receive all or part of such refunds. Any portion of a refund payable to a Tenant or MRO Leasehold Owner for any period shall be paid to Transferee, who shall effect, and be liable for, payment thereof to such Tenant or MRO Leasehold Owner, as the case may be.

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(b) Any and all income and other expenses attributable to the Properties (including, without limitation, income and expenses under the Continuing Contracts and interest under the Existing Mortgage Loans) shall be prorated between Transferor and Transferee at Closing, subject to any other provision of this Section 10.1 that expressly governs the allocation or adjustment of a specific type of income or expense.

(c) Transferor shall arrange for final meter readings on all utilities, to the extent not paid for directly by a Tenant or MRO Leasehold Owner under the MRO Ground Lease to the applicable utility provider, at the Properties to be taken prior to the Closing Date. Transferor shall be responsible for the payment of all such utilities used prior to the Proration Time and Transferee shall be responsible for the payment of all such utilities used on or after the Proration Time. With respect to any utility at a Property for which there is no meter, the expenses for such utility shall be prorated between Transferor and Transferee at Closing based upon the most current xxxx for such utility. All deposits with utility companies will be left in place with such utility companies, and Transferor shall receive a credit therefor at Closing.

(d) Basic rents, which include rent denominated on a square foot basis as well as percentage rent for the Tenants who pay percentage rent in lieu of rent denominated on a square foot basis, in each case, from the Properties (“Basic Rent”), percentage of sales/overage rents and additional rent relating to electricity, HVAC and pass-through charges of taxes, operating, maintenance and other similar expenses, in each case, from the Properties (collectively, “Additional Rent”) and the MRO Ground Rent shall, subject to Section 10.1(e), be prorated between Transferor and Transferee based upon Basic Rent, Additional Rent and MRO Ground Rent actually collected (and, with respect to percentage rent, in proportion to the relative number of days in the subject percentage rent lease period occurring prior and subsequent to the Proration Time) or currently due and payable (not more than 30 days overdue). All prepaid Basic Rent, Additional Rent, MRO Ground Rent and other income from the Properties shall be credited to Transferee at Closing, if and to the extent the same is properly allocable to a period of time on or after the Proration Time. With respect to Additional Rent which is paid based upon an estimate with an end-of-year (calendar or fiscal) accounting and adjustment or otherwise, Transferor and Transferee shall, after Closing, make any adjustments to the proration of such items made at Closing, in accordance with the applicable provisions of Section 10.1(i), promptly after the final rental, tax and operating expense numbers become available and such end-of-year accountings are completed. Any adjustments for percentage rent payments or other Additional Rent payments shall be made for any Tenant after completion of the applicable percentage rent lease period or the applicable Additional Rent Year for such Tenant.

(e) Basic Rent, Additional Rent and MRO Ground Rent which is more than 30 days delinquent and remains uncollected at Closing shall not be prorated between Transferor and Transferee at Closing. At Closing, Transferor shall furnish to Transferee a schedule of delinquent Basic Rent, Additional Rent and MRO Ground Rent which is more than 30 days overdue under the Tenant Leases or the MRO Ground Lease. Any Basic Rent,

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Additional Rent or MRO Ground Rent received by Transferor or its affiliates from and after the Closing Date shall promptly be remitted to Transferee, for application in accordance with this Agreement. In accordance with Section 10.1(m), Transferor shall be entitled to a credit for Transferor’s pro rata share of any delinquent Basic Rent, Additional Rent and MRO Ground Rent collected by Transferee (including any amounts remitted to Transferee by Transferor pursuant to the provisions of Section 10.1), less the reasonable out-of-pocket costs and expenses actually incurred by Transferee in collecting such delinquent Basic Rent, Additional Rent and MRO Ground Rent, promptly after receipt thereof by Transferee; provided, however, that sums so collected shall be applied, first, in payment of Basic Rent, Additional Rent and MRO Ground Rent for the then current-month (if not the month in which the Closing Date occurs), second, in payment of the Basic Rent, Additional Rent and MRO Ground Rent for the calendar month in which the Closing Date occurs, third, in payment of Basic Rent, Additional Rent and MRO Ground Rent for other periods delinquent subsequent to the Closing Date, and finally, in payment of Basic Rent, Additional Rent and MRO Ground Rent for periods prior to the Closing Date in reverse order in which they were due. Notwithstanding the foregoing, if and to the extent that any delinquent Basic Rent, Additional Rent or MRO Ground Rent owed by a former tenant or lessee of any Property that as of the Closing Date is no longer in occupancy and has no right of occupancy under any unexpired or unterminated lease (including, in the case of any such former tenant or lessee that is the debtor in a federal Bankruptcy Code case, any award or other payment on account of a claim for such delinquent Basic Rent, Additional Rent or MRO Ground Rent is ordered or allowed by the bankruptcy court in such case) is collected by Transferor or Transferee, such Basic Rent, Additional Rent or MRO Ground Rent shall, in accordance with Section 10.1(m), be credited to Transferor. Transferee shall, in the ordinary course of business when Transferor sends bills to Tenants, xxxx Tenants (and, if applicable, MRO Leasehold Owner) owing Basic Rent and Additional Rent (and, if applicable, MRO Ground Rent) for periods prior to the Closing Date (regardless of whether such Basic Rent, Additional Rent or, if applicable, MRO Ground Rent, was previously billed or unbilled or delinquent prior to the Closing Date), for a period of one year following the Closing Date and shall in the ordinary course of business, use commercially reasonable efforts to collect such past due Basic Rent and Additional Rent (and, if applicable, MRO Ground Rent) and shall promptly notify Transferor if Transferee commences any legal action to collect such past due Basic Rent and Additional Rent (and, if applicable, MRO Ground Rent); provided, however, that Transferee shall have no obligation to incur any extraordinary expense, institute litigation or engage a collection agency in attempting to collect the same, but if Transferee elects to institute such litigation then Transferee will include any sums due Transferor in its collection efforts.

(f) To the extent that any Tenant, pursuant to a right contained in an existing Tenant Lease, conducts an audit respecting any Additional Rent calculation (a “Rent Audit”) for an accounting period that expired prior to the Proration Time, or otherwise becomes entitled to a refund of Additional Rent with respect to a period prior to the Proration Time, Transferor shall be liable for any refund due to such Tenant or shall be entitled to receive and retain any additional payments due from such Tenant as the result of such Rent Audit. Rent Audits solely for accounting periods that expire prior to the Proration Time shall be settled by

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Transferor in accordance with the applicable existing Tenant Lease, subject to Transferee’s approval, which shall not be unreasonably withheld, delayed or conditioned (it being agreed that it shall not be unreasonable for Transferee to withhold consent to any settlement involving a cap or fixed contribution for Additional Rent for periods after the Proration Time), provided, however, that Transferee’s consent to any such settlement shall not be required if the Tenant as part of such settlement agrees that such settlement shall not be binding on the landlord in calculating similar amounts for subsequent years and that such Tenant will not introduce any such settlement in challenging amounts due in any subsequent year. Rent Audits for accounting periods commencing prior to the Closing Date but not ending until after the Closing Date shall be settled by Transferee acting in good faith and in accordance with the applicable existing Tenant Lease; provided, however, that Transferee shall not agree to any settlement of a Rent Audit for any such accounting period in which the landlord makes concessions with respect to the accounting period in question in exchange for concessions by the Tenant in respect of subsequent accounting periods without Transferor’s consent, which shall not be unreasonably withheld, conditioned or delayed; and provided, further, that any payment that the landlord becomes obligated to make or entitled to receive as a result any such Rent Audit (and any reasonable out-of-pocket costs and expenses incurred in connection therewith, including reasonable attorneys’ fees and disbursements) shall, subject to Section 10.1(m), be apportioned between Transferor and Transferee in proportion to the respective numbers of days during the accounting period in question that the Contributed Interests are owned by Transferor and Transferee. In the case of a multi-year dispute where a portion of the period in question relates to a time periods prior to the Closing Date and a portion relates to a time period from and after the Closing Date, the parties shall each bear a proportionate share of the reasonable out-of-pocket costs and expenses incurred in connection with such dispute in proportion to the time periods involved.

(g) All Tenant Deposits, prepaid rentals under Tenant Leases and the MRO Ground Lease which are properly allocable to the period from and after the Closing Date, cleaning fees and other fees properly allocable to the period from and after the Closing Date, and deposits related to the Properties (including deposits in any marketing funds related to the Properties, if any), shall either be assigned or credited to Transferee at Closing, and Transferee shall thereafter be liable to such Tenants and MRO Leasehold Owner for such Tenant Deposits, prepaid rentals under Tenant Leases and the MRO Ground Lease, cleaning fees and other fees and deposits, which liability shall survive Closing. Any Tenant Deposits maintained in the form of a letter of credit shall be delivered to Transferee or remain with the applicable Property Owner at Closing. From and after the Effective Date, Transferor shall not apply any cash Tenant Deposit or draw down on any Tenant Deposit in the form of a letter of credit unless the applicable Tenant (or MRO Leasehold Owner) is in default under its Tenant Lease (or the MRO Ground Lease) and notice of such draw is given to Transferee. Transferor shall be entitled to the benefit of all Termination Payments (other than Pro-Rated Termination Payments), regardless of when received for any Early Terminated Tenant Lease. To the extent any such Termination Payments (other than Pro-Rated Termination Payments) are received after Closing, the same shall be paid to Transferee and credited to Transferor in accordance with Section 10.1(m). All

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Pro-Rated Termination Payments shall be pro-rated between Transferor and Transferee as of the Proration Time (taking into account the remaining term of the Early Terminated Tenant Lease at the time of its expiration or termination) in accordance with Section 10.1(h) and (m).

(h) The prorations and adjustments described in this Section 10.1 shall be made as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Proration Time”), as if Transferee were vested with title to the Contributed Interests during the entire day upon which Closing occurs, and, for purposes of the Closing, shall be based upon the actual number of days of ownership of the Contributed Interests by Transferor and Transferee. All prorations and adjustments determined on the Closing Date described in this Section 10.1 shall be effected by increasing or decreasing, as the case may be, the number of preferred units representing the Preferred Membership Interests to be issued by Transferee to Transferor at Closing. Transferor and Transferee agree to adjust between themselves after the Closing, as promptly as practicable, any errors or omissions in the prorations made at Closing; provided, however, that, subject to the provisions of 10.1(i), such prorations shall be deemed final and not subject to further post-Closing adjustments if no such adjustments have been requested in good faith within one year after the Closing Date, but with only respect to Tenant Contributions which are then being disputed by a Tenant, prorations which have previously been requested in good faith but have not yet been completed prior to such date may be completed after the expiration of such one-year period. All of the foregoing post-Closing adjustments shall be subject to Section 10.1(m).

(i) At the time of final calculation and collection of Additional Rent payments from Tenants who under their Tenant Leases pay pass-through expenses such as common area maintenance, insurance, taxes and other pass-through expenses (collectively, the “Tenant Contributions”) during calendar year 2007 or any applicable fiscal year period which includes the Closing Date (the “Additional Rent Year”), there shall be after Closing a re-proration between Transferor and Transferee as to the Tenant Contributions. Such re-proration shall not be made on the basis of a per diem method of allocation, but shall instead be apportioned between Transferor and Transferee on the basis of the relative share of actual expenses in question incurred by Transferor and Transferee during the Additional Rent Year. All other items to be prorated hereunder (other than Tenant Contributions) shall be apportioned on a per diem method of allocation. Within 150 days after the end of the Additional Rent Year, Transferee shall (i) calculate (with Transferor’s reasonable cooperation and provision of any reasonably necessary information, but Transferor shall not be required to incur any third party costs) the amount of any such necessary re-proration, and (ii) prepare and submit such calculation in a Notice to Transferor for Transferor’s review and approval (which approval shall not be unreasonably withheld, delayed or conditioned). If Transferor delivers to Transferee its written objection to such calculation within 15 Business Days of their receipt of the Notice delivered by Transferee pursuant to clause (ii) of the preceding sentence, the parties shall in good faith work together to promptly adjust such calculation to the mutual satisfaction of Transferee and Transferor. If Transferor fails to deliver to Transferee a written objection to such calculation within such 15-Business Day period, Transferor shall be deemed to have consented to

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such calculation. Thereafter, Transferee shall promptly xxxx Tenants for amounts due for Tenant Contributions which are attributable to periods prior to the Closing during the Additional Rent Year and, as such amounts are collected, deliver to Transferor re-proration amounts due Transferor within 5 Business Days after the end of each month in which Transferee receives such money.

(j) In the event that Transferee elects not to institute litigation for any Basic Rent and/or Additional Rent which is due and owing in whole or in part to Transferor from any Tenant no longer in occupancy whose tenancy under its Tenant Lease has expired or terminated as of the Closing Date, Transferor shall have the right in their own name to institute such litigation; and take any and all steps they deem appropriate, including litigation, to collect delinquent Basic Rent and Additional Rent from any Tenant whose tenancy under its Tenant Lease has expired or terminated, subject to Section 10.1(m).

(k) Transferee shall receive a credit for (i) the amount of any unpaid, non-disbursed Tenant incentives, concessions, abatements, free rent amounts, allowances or inducements, including work to be performed by the Property Owners for the Tenants (and any of the foregoing that are not payable by the Closing Date) for the current term of Tenant Leases that were in effect on the Effective Date and for the initial term of Tenant Leases that are entered into in accordance with Section 6.1(c), and (ii) unpaid third party leasing and brokerage fees and commissions for (A) the current term of Tenant Leases that were in effect on the Effective Date, and (B) the initial term of Tenant Leases that are entered into in accordance with Section 6.1(c).

(l) There will be no proration or adjustment for any giftcard or gift certificates issued under the Westfield Gift Card Program.

(m) Notwithstanding anything to the contrary in this Section 10.1, if in accordance with Section 10.1 or Section 1.2(b), any item of income or expense attributable to the Properties (including, without limitation, as a result of any Pro-Rated Termination Payments received by Transferor or Transferee after the Closing Date or the Dick’s TI/LC Costs) is re-prorated or adjusted between Transferor and Transferee after Closing, and such re-prorations and/or adjustments result in a net credit to Transferee, then the amount of such net credit shall be paid in cash by Transferor to Transferee, which payment shall be treated by the parties as a purchase price adjustment for all income tax purposes. If, however, such re-prorations or adjustments result in a net credit to Transferor, then the amount of such net credit shall be credited to Transferor’s Capital Account in Transferee, and Transferee shall issue a corresponding number of additional preferred units in Transferee as provided in Section 3.1(c) of the Amended and Restated Operating Agreement. Similarly, if after Closing, either Transferor or Transferee collects Basic Rent, Additional Rent or Termination Payments (and, if applicable, MRO Ground Rent), to which Transferor is entitled in accordance with this Section 10.1, such Basic Rent, Additional Rent or Termination Payments (and, if applicable, MRO Ground Rent) shall be retained by Transferee (if collected by Transferee) or remitted to Transferee (if collected by Transferor), and Transferor shall be entitled to a credit to its Capital Account in Transferee, and Transferee shall issue a corresponding number of additional preferred units in Transferee in

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the full amount of such payments as provided in Section 3.1(c) of the Amended and Restated Operating Agreement.

(n) Each of Transferor and Transferee hereby acknowledges and agrees that Transferee has approved the execution of a new Tenant Lease with Dick’s Sporting Goods (“Dick’s”) for space at the Mid Rivers Mall Property (the “Dick’s Tenant Lease”; and the space demised pursuant to the Dick’s Tenant Lease, the “Dick’s Space”). In connection therewith, Mid Rivers Mall Owner or an affiliate thereof has expended, and will hereafter until Closing expend, sums in connection with the leasing of the Dick’s Space, and otherwise preparing the Dick’s Space for occupancy by Dick’s, up to an amount equal to $8,798,464, net of recoveries, as set forth in the budget attached hereto as Schedule 10.1(n) (the aggregate amount of such sums actually expended by Mid Rivers Mall Owner or an affiliate thereof prior to the Proration Time, the “Dick’s TI/LC Costs”). Notwithstanding anything to the contrary contained in this Agreement, Transferor and Transferee hereby agree that the Dick’s Tenant Lease shall not constitute a “New Tenant Lease” for any purpose under this Agreement; provided, that at Closing, the number of preferred units representing the Preferred Membership Interests issued to Transferor at Closing shall be increased by an amount representing the entire amount of the Dick’s TI/LC Costs pursuant to Section 1.2, in accordance with the terms of Sections 10.1(h) and (m).

10.2 Closing Costs. Each party shall pay its own costs and expenses arising in connection with the Closing (including, its own attorneys’ and advisors’ fees, charges and disbursements), except that the costs specifically set forth in this Section 10.2 shall be allocated between the parties as set forth herein. Subject to the terms of Section 1.2, Transferor shall be responsible for the following closing costs (such costs being referred to herein as “Transferor’s Closing Costs”): (a) the cost of discharging any Liens against, and other matters affecting title to, the Properties and recording any instruments in connection therewith, if and to the extent Transferor is expressly obligated under Section 2.2, or otherwise elects, to discharge such Liens, (b) one-half of the customary closing costs and escrow fees of the Title Company and Escrow Agent related to direct and/or indirect transfer of the Properties and the Contributed Interests, (c) one-half of the Assumption Fees, and (d) the costs and expenses incurred in connection with the termination of certain Contracts, as and to the extent payable by Transferor pursuant to Section 6.3. Transferee shall be responsible for, and shall pay, the following closing costs (such costs being referred to herein as “Transferee’s Closing Costs”): (i) any documentary, transfer, stamp, sales, use, gross receipts or similar taxes related to the transfer of the Contributed Interests; (ii) other than the Incremental Title Costs, the premium for the Title Policies (and all endorsements thereto); (iii) one-half of the customary closing costs and escrow fees of the Title Company and Escrow Agent related to direct and/or indirect transfer of the Properties; (iv) one-half of the Assumption Fees, (v) the cost of the Surveys, and (vi) the costs and expenses incurred in connection with the termination of certain Contracts, as and to the extent payable by Transferee pursuant to Section 6.3. The provisions of this Section 10.2 shall survive Closing.

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10.3 Settlement Sheet. At Closing, Transferor and Transferee shall execute the Closing Statement to reflect the credits, prorations and adjustments contemplated by or specifically provided for in this Agreement. The Closing Statement shall not duplicate the Proration Schedule and shall be prepared by the Title Company and approved by Transferee and Transferor, both acting reasonably.

10.4 Post-Closing Cooperation. After Closing, Transferor and Transferee shall, and shall cause their respective affiliates (including any current or future property manager) to, reasonably cooperate with each other in case of either party’s need in response to any legal requirement, regulatory audit requirement, tax audit, tax return preparation, Rent Audit, or any audit of any charges assessed against parties to any REA, or in response to any litigation threatened or brought against either party (including cooperating with respect to filing any claim for any insurance for the benefit of a Property Owner with respect to such litigation), or for any other legitimate business reason, by allowing the other party and its agents and representatives access, upon reasonable advance notice and at reasonable times, to examine and make copies of any and all instruments, files and records in such party’s possession or reasonable control pertaining to any of the Properties, any of the Property Owners, or any of the Contributed Interests (collectively, the “Subject Files”). The foregoing shall not limit Transferor’s or Transferee’s right to destroy any or all of the Subject Files in the ordinary course of its business or otherwise, provided, that, Transferor shall provide 30 days’ prior written notice of its intention to do so, in which event Transferee may elect within such 30 day period by providing written notice to Transferor to take possession of any or all of the Subject Files. If Transferee fails to timely make such election within such 30 day period, Transferee shall be deemed to have waived its right to take possession of the Subject Files and Transferor shall thereafter be entitled to destroy any or all of the Subject Files. The provisions of this Section 10.4 shall survive Closing for a period of 4 years.

10.5 SEC Reporting Requirements. From and after the Effective Date until the 1^st year anniversary of the Closing Date, Transferor shall, from time to time, upon reasonable advance written notice from Transferee, use commercially reasonable efforts to provide Transferee and its representatives with financial, leasing and other information pertaining to the period of each Property Owner’s ownership and operation of its Property that is, in the reasonable opinion of Transferee and its outside, third party accountants, relevant to and reasonably necessary for the preparation of financial statements and the audit of such financial statements in accordance with generally accepted auditing standards in connection with Transferee’s (or its affiliates’) obligations under any or all of (x) Rule 3-05 (but only to the extent such Rule 3-05 references Rule 3-14 of Regulation S-X of the regulations of the Securities and Exchange Commission (the “SEC”))and Rule 3-14 of Regulation S-X of the regulations of the SEC, as applicable; (y) any other rule issued by the SEC and applicable to Transferee; and (z) any registration statement, report or disclosure statement filed with the SEC by or on behalf of Transferee.

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ARTICLE XI

Remedies

11.1 Breach by Transferor. If Closing fails to occur because of a default by Transferor of any provision hereof, the CBL Contribution Agreement or any other agreement between or among Transferor, Transferee and CBL OP or their respective affiliates, Transferee shall be entitled to exercise the remedies set forth in this Section 11.1, provided, that as a condition precedent to the exercise of its remedies or termination of this Agreement, Transferee shall be required to give Transferor written notice of the same. Transferor shall have 10 Business Days from the receipt of such notice to cure the default. If Transferor timely cures the default, the default shall be deemed waived and this Agreement shall continue in full force and effect. If Transferor fails to timely cure such default, Transferee, at Transferee’s option, shall be entitled to exercise either (but not both) of the following remedies: (i) terminate this Agreement, in which event both parties shall be discharged from all duties and performance hereunder, except for any obligations which by their terms survive any termination of this Agreement; or (ii) seek specific performance of Transferor’s obligations hereunder; provided, however, that any action for specific performance shall be commenced within ninety (90) days after such default, and if Transferee prevails thereunder, Transferor shall reimburse Transferee for all reasonable legal fees, court costs and all other costs of such action.

11.2 Breach by Transferee. If Closing fails to occur because of a default by Transferee or CBL OP of any provision hereof, the CBL Contribution Agreement or any other agreement between or among Transferor, Transferee and CBL OP or their respective affiliates, Transferor shall be entitled to exercise the remedies set forth in this Section 11.2, provided, that as a condition precedent to the exercise of its remedies or termination of this Agreement, Transferor shall be required to give Transferee or CBL OP, as applicable, written notice of the same. Transferee or CBL OP, as applicable, shall have 10 Business Days from the receipt of such notice to cure the default. If Transferee or CBL OP, as applicable, timely cures the default, the default shall be deemed waived and this Agreement shall continue in full force and effect. If Transferee or CBL OP, as applicable, fails to timely cure such default, Transferor shall be entitled to terminate this Agreement pursuant to the terms of this Section 11.2. IF TRANSFEROR TERMINATES THIS AGREEMENT PURSUANT TO THIS SECTION 11.2, TRANSFEREE, CBL OP AND TRANSFEROR AGREE THAT TRANSFEROR’S ACTUAL DAMAGES WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX. THE PARTIES THEREFORE AGREE THAT, IN SUCH EVENT, TRANSFEROR, AS TRANSFEROR’S SOLE AND EXCLUSIVE REMEDY, IS ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT, IN WHICH CASE (A) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF TRANSFEREE, CBL OP AND TRANSFEROR HEREUNDER SHALL BE OF NO FURTHER FORCE OR EFFECT AND NONE OF THE PARTIES SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER OTHER THAN PURSUANT TO ANY PROVISION HEREOF WHICH EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT, (B) ESCROW AGENT SHALL DELIVER THE DEPOSIT TO TRANSFEROR PURSUANT TO

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TRANSFEROR’S INSTRUCTIONS,AND THE SAME SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES (OTHER THAN ANY AMOUNTS PAYABLE PURSUANT TO THE INDEMNITY PROVISIONS OF SECTION 2.1), AND (C) ALL TITLE AND ESCROW CANCELLATION CHARGES, IF ANY, SHALL BE CHARGED TO TRANSFEREE. THE PARTIES HEREBY AGREE THAT THE AMOUNT OF THE DEPOSIT IS A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT THAT TRANSFEROR WOULD SUFFER IN THE EVENT OF TRANSFEREE’S AND/OR CBL OP’s DEFAULT AND FAILURE TO DULY COMPLETE THE ACQUISITION HEREUNDER. TRANSFEROR IRREVOCABLY WAIVES THE RIGHT TO SEEK OR OBTAIN ANY OTHER LEGAL OR EQUITABLE REMEDIES, INCLUDING THE REMEDIES OF DAMAGES AND SPECIFIC PERFORMANCE (PROVIDED, THAT TRANSFEROR IS ABLE TO COLLECT THE FULL AMOUNT OF THE DEPOSIT FROM ANY LETTER OF CREDIT PROVIDER, TO THE EXTENT APPLICABLE. OTHERWISE TRANSFEROR SHALL HAVE THE RIGHT TO TAKE SUCH ACTION AS IS REQUIRED TO COLLECT SUCH AMOUNT FROM SUCH LETTER OF CREDIT PROVIDER OR TRANSFEREE).

TRANSFEROR, CBL OP AND TRANSFEREE ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 11.2, AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS.

Transferor’s Initials

CBL OP’s Initials

Transferee’s Initials

ARTICLE XII

Escrow

12.1

Escrow.

(a) Escrow Agent is hereby appointed and designated to act as Escrow Agent hereunder and is instructed to hold and deliver, pursuant to the terms of this Agreement, the documents and funds to be deposited into escrow as herein provided. Escrow Agent shall hold the Deposit in escrow (and, to the extent delivered in the form of cash, in insured money market accounts, certificates of deposit, United States Treasury Bills or such other interest-bearing accounts as Transferee and Transferor, both acting reasonably, may jointly instruct from time to time) until the earlier to occur of (i) the Closing Date, at which time the Deposit shall be returned to Transferee in accordance with the terms of Section 1.3, or (ii) the date on which Escrow Agent is authorized to disburse the Deposit as set forth in Section 12.1(b). The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.

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(b) If Closing does not occur, and either Transferor or Transferee makes a written demand upon Escrow Agent for delivery of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from such other party to the proposed delivery on or before the 10^th day after the giving of such notice, Escrow Agent shall be authorized to make such delivery. If Escrow Agent does receive such written objection within such 10-day period, Escrow Agent shall continue to hold the Deposit until otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. However, Escrow Agent shall have the right at any time to deposit the Deposit with the clerk of a state court in the State of Missouri or the State of New York. Escrow Agent shall give written notice of such deposit to Transferor and Transferee as soon as reasonably practicable. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.

(c) The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that Escrow Agent shall not be deemed to be the agent of either of the parties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard of this Agreement or in gross negligence. Transferor and Transferee jointly and severally shall indemnify, protect, defend and hold Escrow Agent harmless from and against all Losses incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to (i) actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Agreement or in gross negligence on the part of Escrow Agent, or (ii) any default by Escrow Agent in the performance of its filing obligations under Section 12.1(e). Escrow Agent’s closing escrow fees, if any, shall be paid in accordance with Section 10.2.

(d) The parties shall deliver to Escrow Agent an executed copy of this Agreement, which shall constitute their instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto with respect to the provisions of this Section 12.1; provided, however, that (i) Escrow Agent’s signature hereon shall not be a prerequisite to the binding nature of this Agreement as between Transferee and Transferor, and the same shall become fully effective as between Transferee and Transferor upon execution by Transferee and Transferor, and (ii) the signature of Escrow Agent will not be necessary to amend any provision of this Agreement other than this Section 12.1.

(e) Escrow Agent, as the Person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Code, shall file all necessary information reports, returns, and statements regarding the transaction required by the Code including the tax reports required pursuant to Section 6045 of the Code (but only to the extent that Escrow Agent is given the information necessary to make such filings).

(f) The parties hereto shall execute such additional escrow instructions (not inconsistent with this Agreement as determined by counsel for Transferee and Transferor) as Escrow Agent and/or Transferor and Transferee shall reasonably deem necessary for its or their protection, including Escrow Agent’s general provisions (as may be modified by Transferee,

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Transferor and Escrow Agent) with respect to the documents and the funds to be deposited into escrow as provided in this Agreement. In the event of any inconsistency between the provisions of this Agreement and such additional escrow instructions, the provisions of this Agreement shall govern, unless otherwise expressly agreed to in writing by Transferor and Transferee.

(g) The provisions of this Article XII shall survive Closing and the delivery of the documents being delivered pursuant hereto, and shall not be deemed merged into any instrument of conveyance delivered at Closing.

ARTICLE XIII

Miscellaneous

13.1 Brokers. Each of Transferor, on the one hand, and Transferee and CBL OP, jointly and severally, on the other hand, hereby represents and warrants to and agrees with the other that it has not had, and it shall not have, any dealings with (and it has not engaged and it will not engage) any third party to whom the payment of any broker’s fee, finder’s fee, commission or similar compensation (“Commission”) shall or may become due or payable in connection with the transactions contemplated hereby. Each of Transferor, on the one hand, and Transferee and CBL OP, jointly and severally, on the other hand, hereby agrees to indemnify, hold harmless, protect and defend the other and its respective affiliates and their officers, directors and employees from and against any Loss for or in connection with any claims for Commissions claimed or asserted by or through it in connection with the transaction contemplated herein (or any breach of any of its representations under this Section 13.1).

13.2 Expenses. Subject to the payment of Closing costs pursuant to Section 10.2 and any other provision of this Agreement, whether or not the transactions contemplated by this Agreement are consummated, all fees and expenses incurred by any party hereto in connection with this Agreement shall be borne by such party.

13.3 Further Assurances. Each of the parties hereto agrees to perform, execute and deliver such customary documents, writings, acts and further assurances as may be necessary to carry out the intent and purpose of this Agreement.

13.4 Survival of Representations and Warranties. All of Transferor’s and Transferee’s respective representations, warranties, covenants and indemnities set forth in Article IV and Article V, respectively, of this Agreement shall survive Closing and the delivery of the Closing Documents, and shall not be deemed merged into any instrument of conveyance delivered at Closing, for a period of one year following the Closing (provided, however, that the indemnities of Transferor, on the one hand, and Transferee and CBL OP, jointly and severally, on the other hand, set forth in Section 13.1, and the indemnity of Transferee and CBL OP set forth in Section 2.1, shall survive for the applicable statute of limitations). Each such representation and warranty shall automatically be null and void and of no further force and effect upon the expiration of the applicable survival period specified above, and Transferee or Transferor, as applicable, shall not be entitled to commence an action or proceeding claiming breach of any

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such representation or warranty by the other or CBL OP at any time subsequent to the expiration of the applicable survival period specified above. Subject to the foregoing, any provision of this Agreement which by its terms requires observance or performance subsequent to Closing, whether or not there is an express survival provision, shall continue in force and effect following such Closing.

13.5 Partial Invalidity. If any provision of this Agreement is determined to be unenforceable, such provision shall be reformed and enforced to the maximum extent permitted by Law. If it cannot be reformed, it shall be stricken from and construed for all purposes not to constitute a part of this Agreement, and the remaining portions of this Agreement shall remain in full force and effect and shall, for all purposes, constitute this entire Agreement.

13.6 Time of Essence. Time shall be of the essence with respect to all matters contemplated by this Agreement.

13.7 Construction of Agreement. All parties hereto acknowledge that they have had the benefit of independent counsel with regard to this Agreement and that this Agreement has been prepared as a result of the joint efforts of all parties and their respective counsel. Accordingly, all parties agree that the provisions of this Agreement shall not be construed or interpreted for or against any party hereto based upon authorship.

13.8 Amendments/Waiver. Except as set forth in Section 12.1(d), no amendment, change or modification of this Agreement shall be valid unless the same is in writing and signed by the party or parties to be bound. No waiver of any of the provisions of this Agreement shall be valid unless in writing and signed by the party against whom it is sought to be enforced. No waiver of any provision shall be deemed a continuing waiver of such provision or of this Agreement.

13.9 Entire Agreement. This Agreement, together with the Exhibits and Schedules attached hereto, and the Closing Documents, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior negotiations, agreements, understandings, letters of intent and discussions (whether oral or written) between the parties, and there are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, express or implied, between the parties other than as expressly herein set forth.

13.10 Counterparts; Facsimile. This Agreement may be executed in two or more counterparts, each of which will constitute an original, and all of which together shall constitute one and the same agreement. Executed copies hereof may be delivered by facsimile (or other electronic means) and, upon receipt, shall be deemed originals and binding upon the parties hereto. Without limiting or otherwise affecting the validity of executed copies hereof that have been delivered by facsimile (or other electronic means), the parties will use their best efforts to deliver originals as promptly as possible after execution.

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13.11 Dates. If any date set forth in this Agreement for the delivery of any document or the happening of any event (such as, for example, the Closing Date) should, under the terms hereof, fall on a non-Business Day, then such date shall be extended automatically to the next succeeding Business Day.

13.12 Governing Law/Jurisdiction. This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to the conflicts of laws principles thereof. Any action brought to interpret or enforce this Agreement shall be brought in a court of competent jurisdiction in the State of New York and each party hereto agrees to submit to personal jurisdiction in the State of New York in any action or proceeding arising out of this Agreement and, in furtherance of such agreement, each party hereby agrees and consents that, without limiting other methods of obtaining jurisdiction, personal jurisdiction over such party in any such action or proceeding may be obtained within or without the jurisdiction of any court located in New York, and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon such party by registered or certified mail to or by personal service at the last known address of such party, whether such address be within or without the jurisdiction of any such court.

13.13 Notices. All notices, consents, reports, demands, requests and other communications required or permitted hereunder (“Notices”) shall be in writing, and shall be: (a) personally delivered with a written receipt of delivery; (b) sent by a nationally recognized overnight delivery service requiring a written acknowledgement of receipt or providing a certification of delivery or attempted delivery; (c) sent by certified or registered mail, return receipt requested; or (d) sent by confirmed facsimile transmission with an original copy thereof transmitted to the recipient by one of the means described in subsections (a) through (c) no later than 3 Business Days thereafter. All Notices shall be deemed effective when actually delivered as documented in a delivery receipt; provided, however, that if the Notice was sent by overnight courier or mail as aforesaid and is affirmatively refused or cannot be delivered during customary business hours by reason of the absence of a signatory to acknowledge receipt, or by reason of a change of address with respect to which the addressor did not have either knowledge or written notice delivered in accordance with this Section 13.13, then the first attempted delivery shall be deemed to constitute delivery; and provided, further, however, that Notices properly given by facsimile shall be deemed given when received by facsimile. Each party shall be entitled to change its address for Notices from time to time by delivering to the other parties Notice thereof in the manner herein provided for the delivery of Notices. All Notices shall be sent to the addressee at its address set forth following its name below:

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To Transferor:

Westfield America Limited Partnership

c/o Westfield Corporation, Inc.

00000 Xxxxxxxx Xxxx., 00^xx Xxxxx

Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000

Attention: Xxxxx Xxxxxxxx, Esq. and Xxxxxxxxx Xxxxxxx, Esq.

Telephone: (000) 000-0000 and (000) 000-0000

Facsimile: (000) 000-0000 and (000) 000-0000

with a copy to:

Debevoise & Xxxxxxxx LLP

000 Xxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxxxx X. Xxxxxx, Esq.

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

To CBL OP or

CBL & Associates Limited Partnership

Transferee:

c/o CBL & Associates Properties, Inc.

0000 Xxxxxxxx Xxxxx Xxxxxxxxx

XXX Xxxxxx, Xxxxx 000

Xxxxxxxxxxx, Xxxxxxxxx 00000

Attention: Xxxxx Word

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

with a copy to:

Xxxxxxxx & Xxxxxxxx LLP

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxxx Xxxxx, Esq.

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

and to:

Husch & Eppenberger, LLC

2030 Xxxxxxxx Place Boulevard

CBL Center, Suite 210

Xxxxxxxxxxx, Xxxxxxxxx 00000

Attention: Xxxxxxx X. Xxxxx, Esq.

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

Any notice required hereunder to be delivered to Escrow Agent shall be delivered in accordance with the above provisions as follows:

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Fidelity National Title Insurance Company

0000 Xxxxxxx Xxxxx, Xxxxx 000

Xxxxxxxx, XX 00000

Attention: Xxxxxxx X. Xxxx

Telephone: (000) 000-0000

Telecopier: (000) 000-0000

Unless specifically required to be delivered to Escrow Agent pursuant to the terms of this Agreement, no notice hereunder must be delivered to Escrow Agent in order to be effective so long as it is delivered to the other parties in accordance with the above provisions.

13.14 Headings/Use of Terms/Exhibits. The paragraph and section headings that appear in this Agreement are for purposes of convenience of reference only and are not to be construed as modifying, explaining, restricting or affecting the substance of the paragraphs and sections in which they appear. Wherever the singular number is used, and when the context requires, the same shall include the plural and the masculine gender shall include the feminine and neuter genders. The term “including” means “including, but not limited to” and “such as” means “such as, but not limited to” and similar words are intended to be inclusive. All references to clauses, sections and articles mean the clauses, sections and articles in this Agreement. All Exhibits and Schedules attached hereto are hereby incorporated herein by reference as though set out in full herein.

13.15 Assignment. Neither Transferor nor Transferee shall assign this Agreement or any rights hereunder, or delegate any of its obligations, without the prior written approval of the other. Subject to the provisions of this Section 13.15, this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, successors and permitted assigns. Except as specifically set forth or referred to herein, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person, other than the parties hereto and their successors or permitted assigns, any rights or remedies under or by reason of this Agreement.

13.16 Attorneys’ Fees. If litigation or any other action is required by either Transferor or Transferee to enforce or interpret the terms of this Agreement, the prevailing party in such litigation or other action shall, in addition to all other relief granted or awarded by the court or arbitrator, be awarded costs and reasonable attorneys’ fees, charges and disbursements (including those of in-house counsel) and expert witness fees and costs incurred by reason of such litigation or other action and those incurred in preparation thereof at both the trial and appellate levels.

13.17

Indemnification.

(a) In addition to any other indemnity under this Agreement, Transferor agrees to indemnify, protect, hold harmless and, if requested by Transferee in Transferee’s sole and absolute discretion, defend (with counsel of Transferor’s choosing, subject to Transferee’s

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consent, not to be unreasonably withheld, delayed or conditioned) Transferee, its successors and assigns, from any and all Losses to the extent arising out of or in connection with any breach of any of Transferor’s representations, warranties, covenants or agreements herein or in any of the Closing Documents (provided, however, that Transferor’s indemnity obligations with respect to the matters described in this subsection (a) shall be subject to the limitations set forth in Article IV and Section 13.4).

(b) In addition to any other indemnity under this Agreement, Transferee and CBL OP agrees, jointly and severally, to indemnify, protect, hold harmless and, if requested by Transferor in Transferor’s sole and absolute discretion, defend (with counsel of Transferee’s choosing, subject to Transferor’s consent, not to be unreasonably withheld, delayed or conditioned) Transferor, its successors and assigns, from any and all Losses to the extent arising out of or in connection with any breach of any of Transferee’s or CBL OP’s representations, warranties, covenants or agreements herein or in any of the Closing Documents (provided, however, that Transferee’s and CBL OP’s indemnity obligations with respect to the matters described in this subsection (b) shall be subject to the limitations set forth in Article V and Section 13.4).

13.18 Limitation on Liability. The obligations and liabilities of Transferor hereunder will be solely the obligations and liabilities of Transferor, and no direct or indirect stockholder, officer, director, partner, agent or employee of Transferor will be obligated personally for any debt, obligation or liability of Transferor, except, unless and to the extent that such obligation or liability is incurred in connection with any fraudulent action taken by such stockholder, officer, partner, director, agent or employee. The obligations and liabilities of Transferee hereunder will be solely the obligations and liabilities of Transferee, and no direct or indirect stockholder, officer, director, agent or employee of Transferee will be obligated personally for any debt, obligation or liability of Transferee, except, unless and to the extent that such obligation or liability is incurred in connection with any fraudulent action taken by such stockholder, officer, director, agent or employee.

13.19 Confidentiality. Transferor, CBL OP and Transferee shall, prior to the Closing, maintain the confidentiality of the transactions contemplated hereby and shall not, except as required by law, governmental regulation or the requirements of any stock exchange applicable to Transferor or Transferee, disclose the terms of this Agreement or of such transactions to any third parties whomsoever other than the principals of Escrow Agent, the Title Company and such other Persons whose assistance is required in carrying out the terms of this Agreement. Neither Transferor nor Transferee shall at any time issue a press release regarding the transactions contemplated hereby unless such release or communication has received the prior approval (not to be unreasonably withheld or delayed) of the other parties hereto. Transferee, CBL OP and Transferor shall cooperate with each other to agree upon the initial presentation materials regarding the transaction. Each of Transferee and CBL OP agrees that all documents and information regarding the Properties, the Contributed Interest and/or the Property Owners, of whatsoever nature made available to Transferee, CBL OP or any of their agents, employees,

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contractors and representatives by Transferor or any Transferor Related Party and the results of all tests and studies of the Properties, if any, are confidential and, prior to the Closing, none of Transferee, CBL OP, or any of their agents, employees, contractors and representatives, shall disclose any such documents or information to any other Person except those assisting it with the analysis of the Properties, the Contributed Interests or the Property Owners, and only after procuring such Person’s agreement to abide by these confidentiality restrictions. Notwithstanding the foregoing, the parties hereto (and each employee, representative, or other agent of the parties) may disclose to any and all Persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of Transferee and the transactions contemplated by this Agreement, including the admission of Transferor as a Preferred Member of Transferee; provided, however, that no party (and no employee, representative or other agent thereof) shall disclose any other information that is not necessary to understand the tax treatment and tax structure of Transferee and the transactions contemplated by this Agreement, including the admission of Transferor as a Preferred Member of Transferee, and any information that could lead another to determine the identity of the parties hereto, or any other information to the extent that such disclosure could result in a violation of any Federal or state securities laws. This Section 13.19 shall survive Closing or termination of the Agreement.

[Remainder of Page Left Blank Intentionally; Signature Page Follows]

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IN WITNESS WHEREOF, the parties have caused this Contribution Agreement to be executed as of the date first set forth above.

TRANSFEREE:

CW JOINT VENTURE, LLC, a

Delaware limited liability company

By:

CBL & Associates Limited Partnership,

its sole member

By:

/s/ Xxxxxxx X. Xxxxxxxx

Name: Xxxxxxx X. Xxxxxxxx

Title: President

TRANSFEROR:

WESTFIELD AMERICA LIMITED PARTNERSHIP, a

Delaware limited partnership

By:

Westfield U.S. Holdings, LLC, its general partner

By:

/s/ Xxxxx Xxxx

Name: Xxxxx Xxxx

Title: Chief Executive Officer

CBL OP:

CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership

By:

CBL Holdings I, Inc., its general partner

By:

/s/ Xxxxxxx X. Xxxxxxxx

Name: Xxxxxxx X. Xxxxxxxx

Title: President

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SIGNATURE PAGE

ESCROW AGENT

The undersigned hereby accepts the foregoing Contribution Agreement (the “Agreement”) and executes this Signature Page for the purpose of agreeing to the provisions of the Agreement applicable to Escrow Agent (as defined in the Agreement) and agreeing to act as Escrow Agent in strict accordance with the terms thereof.

ESCROW AGENT:

FIDELITY TITLE INSURANCE COMPANY

By:

/s/ Xxxxxxx X. Xxxx

Name: Xxxxxxx X. Xxxx

Title: Vice President/NTS Counsel

Date:

August 9, 2007

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LIST OF SCHEDULES

Defined Terms	Schedule 1
Properties Owned by Mid Rivers Land I Owner	Schedule 2
Allocated Contributed Interests Value	Schedule 1.2(a)
Permitted Exceptions	Schedule 2.2(a)
Mechanics’ Liens Arising from Work Performed for Property Owners	Schedule 2.2(b)
Other Names for Transferor and Property Owners	Schedule 4.1(a)
Tenant Leases Not in Full Force and Effect; Defaults under Tenant Leases	Schedule 4.5(b)
Rent Roll	Schedule 4.5(c)
Contract List	Schedule 4.5(d)
Defaults under Continuing Contracts or Permits; Defaults under Permitted Exceptions	Schedule 4.5(e)
Third Party Brokerage and Leasing Agreement Where Fees are Payable	Schedule 4.5(f)
Threatened Actions, Property Violations and Proceedings	Schedule 4.6
Environmental Reports	Schedule 4.7

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Pending Tax Proceedings	Schedule 4.8(a)
Notice of Tax Audits	Schedule 4.8(b)
Tax Matters Agreements	Schedule 4.8(c)
Tax Basis of Properties	Schedule 4.8(d)
Tax Depreciation Schedule	Schedule 4.8(e)
Property Employees	Schedule 4.11
Material Liabilities of Property Owners Other than (i) Liabilities Reflected in Property Owners’ financial statements described in Section 4.14, and (ii) Liabilities Incurred in the Ordinary Course of Business of Owning or Operating the Properties	Schedule 4.14
Existing Loan Documents; Outstanding Principal Balances	Schedule 4.17
Preemptive Rights	Schedule 5.7
Repurchase Obligations	Schedule 5.8
Approved Transactions Guidelines	Schedule 6.1(c)
Terminated Contracts	Schedule 6.3
Anchor Tenants	Schedule 6.6
Budget for Dick’s Tenant Lease	Schedule 10.1(n)

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LIST OF EXHIBITS

Exhibit A	Form of Tenant Estoppel
Exhibit B	Form of Assignment and Assumption of Contributed Interests
Exhibit C	Form of Non-Foreign Affidavit
Exhibit D-1	Form of Title Affidavit
Exhibit D-2	Form of Non-Imputation Affidavit
Exhibit E	Form of Tenant Notification Letter
Exhibit F	Form of Amended and Restated Operating Agreement
Exhibit G	Legal Description of Properties
Exhibit H	Form of Tax Protection Agreement
Exhibit I	Form of Letter of Credit
Exhibit J	Assumed Guaranties
Exhibit K	Mid Rivers Outparcels

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SCHEDULE 1

GLOSSARY OF DEFINITIONS

As used in the foregoing Contribution Agreement, the following terms shall have the following meanings:

“Access Agreement” has the meaning set forth in Section 2.1.

“Accountants” has the meaning set forth in Section 10.5.

“Act” means the Securities Act of 1933, as amended.

“Additional Rent” has the meaning set forth in Section 10.1(d).

“Additional Rent Year” has the meaning set forth in Section 10.1(i).

“Agreement” has the meaning set forth in the opening paragraph hereto.

“Allocated Contributed Interests Value” means the portion of the Contributed Interests Value allocated by the parties to the Properties, as set forth on Schedule 1.2(a) attached hereto.

“Amended and Restated Operating Agreement” means that certain Amended and Restated Operating Agreement of Transferee to be executed and delivered by CBL OP and Transferor simultaneously with Closing, in the form attached hereto as Exhibit F.

“Anchor Tenant” has the meaning set forth in Section 6.6.

“Anchor Estoppels” has the meaning set forth in Section 6.6.

“Approved Transactions Guidelines” has the meaning set forth in Section 6.1(c).

“Assignment and Assumption of Contributed Interests” has the meaning set forth in Section 9.2(b).

“Assumed Guaranties” means, with respect to each Existing Mortgage Loan, those guaranties and indemnities set forth on Exhibit J attached hereto.

“Assumption Fees” has the meaning set forth in Section 6.9(e).

“Basic Rent” has the meaning set forth in Section 10.1(d).

“Bringdown Certificate” has the meaning set forth in Section 6.1(c).

Schedule 1-1

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“Business Day” means each day of the year other than Saturdays, Sundays, legal holidays and days on which banking institutions are generally authorized or obligated by Law to close in the Sate of Missouri, the State of New York or the State of California.

“Capital Account” has the meaning set forth in the Amended and Restated Operating Agreement.

“CBL Contribution” has the meaning set forth in the recitals hereto.

“CBL Contribution Agreement” has the meaning set forth in the recitals hereto.

“CBL Cross-Default” means an Event of Default (as defined in the Cross Collateralized Mortgage Loan) under the Cross Collateralized Mortgage Loan from and after the Closing Date, that is (i) related to or arising from the Mid Rivers Mall Property or the Mid Rivers Land II Property or (ii) caused by Transferee, CBL OP, Mid Rivers Mall Owner or Mid Rivers Land II Owner.

“CBL Cross-Default Response Period” has the meaning set forth in Section 6.10(c).

“CBL Indemnity” has the meaning set forth in Section 6.10(c).

“CBL OP” has the meaning set forth in the opening paragraph hereto.

“CBL OP’s Actual Knowledge” means the actual knowledge, without any duty of inquiry or investigation, of Xxxxx Xxxxxxx and Xxxxx Word as to a fact at the given time. Without limiting the foregoing, Transferor acknowledges that the individuals have not performed and are not obligated to perform any investigation or review of any files or other information in the possession of CBL OP or any of its affiliates, or to make any inquiry of any Persons, or to take any other actions in connection with the representations and warranties of CBL OP set forth in this Agreement. Neither the actual knowledge of any other Person, nor the constructive knowledge of the foregoing individuals or of any other Person, shall be imputed to the foregoing individuals.

“CBL REIT” means CBL & Associates Properties, Inc., a Delaware corporation.

“Closing” has the meaning set forth in Section 9.1.

“Closing Documents” means those documents required to be delivered by Transferor or Transferee at Closing pursuant to or in connection with this Agreement, including, without limitation, those attached hereto as Exhibits A through F, and Exhibits H and I.

“Closing Statement” has the meaning set forth in Section 9.2(g).

“COBRA” has the meaning set forth in Section 6.8(b).

Schedule 1-2

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“Code” means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).

“Commission” has the meaning set forth in Section 13.1.

“Common Member” has the meaning set forth in the recitals hereto.

“Common Membership Interest” has the meaning set forth in the recitals hereto.

“Continuing Contracts” means any Contracts, other than Contracts which are national contracts or which require the consent of the other party thereto to any change-of-control in the applicable Property Owner, that Transferee elects to assume or does not elect, pursuant to Section 6.3 hereof, to require Transferor to terminate.

“Contract List” has the meaning set forth in Section 4.5(d).

“Contracts” means, subject to Section 6.3, all right, title and interest of Transferor or any Property Owner in and to any and all contracts, agreements or commitments, oral or written (other than the Tenant Leases, the MRO Ground Lease and option agreements), binding upon or relating to any Real Property for the operation and maintenance of such Real Property, that extend beyond Closing, to the extent that they are assignable.

“Contributed Interests” has the meaning set forth in the recitals hereto.

“Contributed Interests Value” has the meaning set forth in Section 1.2(a).

“Contribution” has the meaning set forth in the recitals hereto.

“Cross-Collateralized Mortgage Loan” means that certain loan in the original principal amount of $800,000,000, made pursuant to that certain Loan Agreement, dated as of July 11, 2001, by and between UBS Warburg Real Estate Investments Inc., as lender, and certain affiliates of Transferor, as borrowers, which loan is secured by one or more mortgages on the Mid Rivers Mall Property, the Mid Rivers Land II Property and certain properties owned by the XXXX Borrowers.

“Curable Title Objections” has the meaning set forth in Section 2.2(b).

“Deposit” has the meaning set forth in Section 1.2(d).

“Dick’s” has the meaning set forth in Section 10.1(n).

“Dick’s Space” has the meaning set forth in Section 10.1(n).

“Dick’s Tenant Lease” has the meaning set forth in Section 10.1(n).

Schedule 1-3

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“Dick’s TI/LC Costs” has the meaning set forth in Section 10.1(n).

“Early Terminated Tenant Lease” has the meaning set forth in Section 1.2(b).

“Effective Date” means August 9, 2007.

“Environmental Law” means any Law, including requirements under permits, licenses, consents and approvals, relating to pollution or protection of human health or the environment, including those that relate to emissions, discharges, releases or threatened releases, or the generation, manufacturing, processing, distribution, use, treatment, storage, disposal, transport, or handling, of Hazardous Materials.

“ERISA” has the meaning set forth in Section 6.8(b).

“Escrow Agent” means Fidelity National Title Insurance Company.

“Estoppel Certificates” means, collectively, each Anchor Store Estoppel, each Tenant Estoppel, each REA Estoppel, and each Transferor’s Estoppel (if any).

“Excluded Recourse Obligations” means the obligations of the guarantor or indemnitor under (i) Sections 1(a) and (e) of the Indemnity and Guaranty Agreement related to the South County Mortgage Loan, (ii) Sections 1(a) and (e) of the Indemnity and Guaranty Agreement related to the South County Mortgage Loan, and (iii) Sections 1(a) and (e) of the Indemnity and Guaranty Agreement related to the Cross-Collateralized Mortgage Loan.

“Executive Order” has the meaning set forth in the recitals hereto.

“Existing Mortgage Loans” means, collectively, the Cross-Collateralized Mortgage Loan, the South County Mortgage Loan, and the West County Mortgage Loan; and each, an “Existing Mortgage Loan”.

“Existing Lender” and “Existing Lenders” have the meanings set forth in Section 6.9(a).

“Existing Loan Documents” has the meaning set forth in Section 4.17.

“Hazardous Materials” means those materials that are regulated by or form the basis of liability under any Environmental Law, including: (a) any substance identified under any Environmental Law as a pollutant, contaminant, hazardous substance, liquid, industrial or solid or hazardous waste, hazardous material or toxic substance; (b) any petroleum or petroleum derived substance or waste; (c) any asbestos or asbestos-containing material; (d) any polychlorinated biphenyl (PCB) or PCB-containing or urea-formaldehyde-containing material or fluid; (e) any radioactive material or substance, including radon; (f) any lead or lead based paints or materials; and (g) any mold, fungi, yeast or other similar biological agents that may have an adverse effect on human health.

Schedule 1-4

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“Improvements” mean all right, title and interest of Transferor or any Property Owner in and to the improvements, structures, parking facilities and fixtures now or hereafter placed, constructed, installed or located on any Land, including all apparatus, equipment and appliances affixed to and used in connection with the operation or occupancy thereof (such as heating, air conditioning, and mechanical systems).

“Intangible Property” means any and all intangible property, goodwill, rights, privileges, and appurtenances owned by any Property Owner and in any way related to, or used in connection with, the ownership, operation, maintenance, use or occupancy of any Real Property (other than the Contracts, the MRO Ground Lease and the Tenant Leases) to the extent that they are assignable, including the Permits, Plans and Records, guaranties, warranties, websites, e-mail addresses, trade names, trademarks, telephone and facsimile numbers assigned to any Property or any Property management office and all rights, claims and recoveries under insurance policies related to any Real Property or any Personal Property. Intangible Property shall not include, any rights to the name “Westfield” or any marks, logos or other brand identification items associated with the “Westfield” name, but shall include, any rights to the names “Mid Rivers Mall”, “West County Mall”, and “South County Mall”, and any variations thereof, if any.

“Intangible Property Documents” means any and all documents and instruments evidencing and/or relating to all or any portion of the Intangible Property.

“L&T Owner” has the meaning set forth in the recitals hereto.

“L&T Property” has the meaning set forth in the recitals hereto.

“Land” means, collectively, the parcels of land described in Exhibit G-1 attached hereto (the Land related to the Mid Rivers Mall Property), Exhibit G-2 attached hereto (the Land related to the Mid Rivers Land II Property), Exhibit G-3 attached hereto (the Land related to the South County Mall Property), Exhibit G-4 attached hereto (the Land related to the West County Mall Property), Exhibit G-5 attached hereto (the Land related to the L&T Property), Exhibit G-6 attached hereto (the Land related to the Mid Rivers Office Property), Exhibit G-7 attached hereto (the Land related to the Vacant Parcel 4 Property), Exhibit G-8 attached hereto (the Land related to the Vacant Parcel 5 Property), and Exhibit G-9 attached hereto (the Land related to the Ruby Tuesday Property), attached hereto, in each case, together with all of each Property Owner’s right, title and interest, if any, in and to (i) any reversions, remainders, privileges, easements, rights-of-way, appurtenances, agreements, rights, licenses, tenements and hereditaments appertaining to or otherwise benefiting or used in connection with the real property or the Improvements located thereon, (ii) any strips and gores of land, streets, alleys, public ways or rights-of-way abutting, adjoining, adjacent, connected or appurtenant thereto, and (iii) any minerals and mineral rights, oil, gas, and oil and gas rights, other hydrocarbon substances and rights, development rights, air rights, water and water rights, xxxxx, well rights and well permits, water and sewer taps (or their equivalents), and sanitary or storm sewer capacity appertaining to or otherwise benefiting or used in connection therewith.

Schedule 1-5

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“Laws” means all Federal, state and local laws, statutes, codes, regulations, rules, ordinances, orders, policy directives, judgments or decrees (including common law), including those of judicial and administrative bodies.

“Lender Consent” and “Lender Consents” have the meanings set forth in Section 6.9(b).

“Liens” means liens, encumbrances, claims, covenants, conditions, restrictions, easements, rights of way, options, pledges, judgments, pledges, hypothecations, rights of first offer or first refusal, security interests or other similar matters.

“Losses” means, on an after-tax basis, all damages, losses, liabilities, claims, actions, interest, penalties, demands, obligations, judgments, expenses or costs (including reasonable attorneys’ fees, charges and disbursements, including those of in-house counsel and appeals, and expert witness fees), including, without limitation, any claim for a mechanic’s lien or materialmen’s lien.

“Lost Rent” has the meaning set forth in Section 1.2(b).

“L&T Closing Date” has the meaning set froth in Section 6.17.

“Material Adverse Effect” has the meaning set forth in Section 5.6.

“Material Adverse Title Effect” has the meaning set forth in Section 2.2(b).

“Material Event Termination Notice” has the meaning set forth in Section 6.4.

“Membership Interests” means each of the Common Membership Interests and the Preferred Membership Interests.

“Mid Rivers Land I Owner” has the meaning set forth in the recitals hereto.

“Mid Rivers Land I Property” has the meaning set forth in the recitals hereto.

“Mid Rivers Land II Owner” has the meaning set forth in the recitals hereto.

“Mid Rivers Land II Property” has the meaning set forth in the recitals hereto.

“Mid Rivers Loan Payment” has the meaning set forth in Section 6.10(a).

“Mid Rivers Mall Owner” has the meaning set forth in the recitals hereto.

“Mid Rivers Office Property” has the meaning set forth in the recitals hereto.

“Mid Rivers Outparcels” has the meaning set forth in Section 6.15.

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“Mid Rivers Transfer Right” has the meaning set forth in Section 6.10(c)(iii)(B)(1).

“MRO Ground Lease” has the meaning set forth in the recitals hereto.

“MRO Ground Rent” means the rent payable by MRO Leasehold Owner pursuant to the MRO Ground Lease.

“MRO Leasehold Owner” has the meaning set forth in the recitals hereto.

“New Income” has the meaning set forth in Section 1.2(b).

“New Tenant Lease” has the meaning set forth in Section 1.2(b).

“Notices” has the meaning set forth in Section 13.13.

“OFAC” has the meaning set forth in the definition of “Prohibited Person”.

“Original Operating Agreement” has the meaning set forth in the recitals hereto.

“Parking Deck” has the meaning set forth in Section 6.16.

“Permits” means all right, title and interest of Transferor or any Property Owner in and to all governmental or quasi-governmental permits, agreements, licenses, certificates, authorizations, applications, approvals, entitlements, variances and waivers, including building permits and certificates of occupancy, relating to the construction, ownership, development, use, operation, maintenance or repair of any Real Property, to the extent that they are assignable.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, real estate investment trust, unincorporated association, joint stock company, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing or any other entity or association.

“Personal Property” means all right, title and interest of Transferor or any Property Owner in and to all tangible personal property, machinery, apparatus, appliances, equipment and supplies currently used in the operation, repair and maintenance of all or any portion of any Real Properties. Personal Property shall not include any tangible personal property and fixtures which are owned by Tenants.

“Plans and Records” means, to the extent in Transferor’s Possession or Reasonable Control, all right, title and interest of Transferor or any Property Owner in and to all reports, studies, financial or other records, books or documents existing and relating to the ownership, use, operation, construction, fabrication, repair or maintenance of, or otherwise to, any Real Property, including the following: surveys, maps, plats and street improvement specifications of each Real Property; soil, substratus, environmental, engineering, structural and geological

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studies, reports and assessments; architectural drawings, as-builts, plans, engineer’s drawings and specifications; appraisals; title reports or policies together with any copies of documents referenced therein; expansion, renovation or development-related documents; and booklets, manuals, files, records, correspondence contained in lease files, tenant lists, tenant files, logos, tenant prospect lists, other mailing lists, sales brochures and other materials, and leasing brochures and advertising materials and similar items. Nothing in this Agreement shall prohibit Transferor from retaining a copy of any item delivered to Transferee.

“Preferred Member” has the meaning set forth in the recitals hereto.

“Preferred Membership Interests” has the meaning set forth in Section 1.1.

“Prohibited Person” means any of the following: (a) a Person that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) (the “Executive Order”); (b) a Person owned or controlled by, or acting for or on behalf of any Person that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (c) a Person that is named as a “specially designated national” or “blocked person” on the most current list published by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) at its official website, http:www/xxxxx.xxx/xxxxxxx/xxxxxxxxxxx/xxxx; (d) a Person that is otherwise the target of any economic sanctions program currently administered by OFAC; or (e) a Person that is affiliated with any Person identified in clause (a), (b), (c) and/or (d) above.

“Property” means, each of the Mid Rivers Mall Property, the Mid Rivers Land II Property, the South County Mall Property, the West County Property, the L&T Property, the Mid Rivers Office Property, and each of the properties set forth on Schedule 2 attached hereto; and collectively, the “Properties”. Each Property is comprised of all of the applicable Property Owner’s right, title and interest (if any) in and to (a) the Real Property, (b) the Personal Property, (c) the Tenant Leases, (d) in the case of the Mid Rivers Office Property, the MRO Ground Lease, (e) the Continuing Contracts, and (f) the Intangible Property, related thereto.

“Property Documents” means the following to the extent in Transferor’s Possession or Reasonable Control and relating to the Properties: (a) Tenant Leases, (b) the MRO Ground Lease, (c) Contracts, (d) current insurance certificates, (e) existing ALTA surveys, (f) existing title insurance commitments or reports, (g) Permits, (h) tax bills for the last 2 years, (i) current rent rolls, (j) soil, substratus, environmental, structural and geological studies, reports and assessments, (k) operating statements, (l) guarantees and warranties, and (m) other materials reasonably requested by Transferee.

“Property Employees” has the meaning set forth in Section 4.11.

“Property Owner” and “Property Owners” have the meanings set forth in the recitals hereto.

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“Property Owner Organizational Documents” means, with respect to each Property Owner, the certificate of formation or certificate of limited partnership, as applicable, and the limited liability company agreements or limited partnership agreement, as applicable, of such Property Owner.

“Pro-Rated Termination Payments” means Termination Payments received under (i) the first Early Terminated Tenant Lease, the termination of which results in the actual in-place net operating income from the Contributed Interests (after taking into account all income under New Tenant Leases) as of the Closing Date to be less than $45,603,020, and (ii) all subsequent Early Terminated Tenant Leases.

“Proration Schedule” has the meaning set forth in Section 10.1.

“Proration Time” has the meaning set forth in Section 10.1(h).

“REA” has the meaning set forth in Section 6.6.

“REA Estoppel” has the meaning set forth in Section 6.6.

“REA Party” has the meaning set forth in Section 6.6.

“Real Property” means, collectively, the Land and Improvements.

“Related Property” means, with respect to each Property Owner, any Property (other than the Property owned by such Property Owner) related to the ownership and operation of a Property, which has been transferred to another Property Owner.

“Rent Audit” has the meaning set forth in Section 10.1(f).

“Rent Roll” has the meaning set forth in Section 4.5(c).

“SEC” has the meaning set forth in Section 10.5.

“South County Mall Owner ” has the meaning set forth in the recitals hereto.

“South County Mall Property” has the meaning set forth in the recitals hereto.

“South County Mortgage Loan” means that certain loan in the original principal amount of $86,000,000, made pursuant to that certain Loan Agreement, dated as of October 3, 2003, by and between UBS Real Estate Investments Inc., as lender, and South County Mall Owner, as borrower, which loan is secured by one or more mortgages on the South County Mall Property.

“Subject Files” has the meaning set forth in Section 10.4.

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“Survey” means a current as-built ALTA survey of each Property.

“Tax Protection Agreement” means the tax protection agreement substantially in the form of Exhibit H attached hereto to be delivered at Closing by Transferee and CBL OP in favor of Transferor.

“Tax Returns” has the meaning set forth in Section 4.7(b).

“Taxes” means all taxes, charges, fees, levies or other assessments, including, without limitation, special assessments for improvements, income, gross receipts, excise, real and personal property, sales, transfer, deed, stamp, license, payroll and franchise taxes, imposed by any governmental authority and shall include any interest, penalties or additions to tax attributable to any of the foregoing.

“Tenant Contributions” has the meaning set forth in Section 10.1(i).

“Tenant Deposits” means all security deposits plus any interest accrued thereon, paid by Tenants to the applicable Property Owner relating to a Property.

“Tenant Estoppel” has the meaning set forth in Section 6.6.

“Tenant Leases” means all leases, licenses, tenancies or occupancy arrangements (other than option agreements), whether written or oral, to which any Property Owner is a party, and all right, title and interest of the applicable Property Owner as landlord thereunder, affecting any portion of any Real Property, if any, that extend beyond Closing. The MRO Ground Lease shall not constitute a Tenant Lease.

“Tenants” means all Persons leasing, renting or occupying space within a Property pursuant to Tenant Leases.

“Termination Payments” means the aggregate amount of payments actually made (whether such payment is made prior to or after the Closing Date) by Tenants in connection with the termination of the Early Terminated Tenant Leases. Termination Payments (including any Pro-Rated Termination Payments) shall be applied in accordance with Sections 10.1(g), (h) and (m) regardless of when received.

“Title Commitment” means a current commitment for an owner’s title insurance policy for each Property.

“Title Company” means Fidelity National Title Insurance Company.

“Title Policy” has the meaning set forth in Section 7.1(a).

“Transfer Tax Returns” has the meaning set forth in Section 7.1(h).

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“Transferee” has the meaning set forth in the opening paragraph hereto.

“Transferee Employer” and “Transferee Employers” have the meanings set forth in Section 6.8(a).

“Transferee’s Actual Knowledge” means the actual knowledge, without any duty of inquiry or investigation, of Xxxxx Xxxxxxx and Xxxxx Word as to a fact at the given time. Without limiting the foregoing, Transferor acknowledges that the individuals have not performed and are not obligated to perform any investigation or review of any files or other information in the possession of Transferee or any of its affiliates, or to make any inquiry of any Persons, or to take any other actions in connection with the representations and warranties of Transferee set forth in this Agreement. Neither the actual knowledge of any other Person, nor the constructive knowledge of the foregoing individuals or of any other Person, shall be imputed to the foregoing individuals.

“Transferee’s Closing Costs” has the meaning set forth in Section 10.2.

“Transferee’s Objections” has the meaning set forth in Section 2.2(b).

“Transferor” has the meaning set forth in the opening paragraph hereto.

“Transferor Related Party” means each of Transferor and each Property Owner, and their respective affiliates and the direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents and contractors, and any successors or assigns of the foregoing.

“Transferor’s Actual Knowledge” means the actual knowledge, without any duty of inquiry or investigation, of Xxxx Xxxxx, Xxxx Gioroukos, Xxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxxxx and/or Xxx Xxxx as to a fact at the time given. Without limiting the foregoing, Transferee acknowledges that the foregoing individuals have not performed and are not obligated to perform any investigation or review of any files or other information in the possession of Transferee or any of its affiliates, or to make any inquiry of any Persons, or to take any other actions in connection with the representations and warranties of Transferor set forth in this Agreement. Neither the actual knowledge of any other Person, nor the constructive knowledge of the foregoing individuals or of any other Person, shall be imputed to the foregoing individuals.

“Transferor’s Closing Costs” has the meaning set forth in Section 10.2.

“Transferor’s Estoppel” has the meaning set forth in Section 6.6.

“Transferor’s Response” has the meaning set forth in Section 2.2(d).

“Transferor’s Possession or Reasonable Control” means within the possession or control of (a) Transferor, (b) any Property Owner, (c) any Person controlled by Transferor or any Property Owner, (d) any Property Owner’s property manager (or any of such property manager’s affiliates), or (e) any employees, agents or third party consultants of Transferor or any Property Owner.

“XXXX Borrowers” has the meaning set forth in Section 6.10.

“XXXX Borrowers Event of Default” means an Event of Default (as defined in the Cross Collateralized Mortgage Loan) under the Cross Collateralized Mortgage Loan that is not a CBL Cross-Default.

“XXXX Maximum Liability” means an amount equal to (i) the aggregate Net Fair Market Value (as defined in, and as determined pursuant to, the Amended and Restated Operating Agreement) of the Mid Rivers Mall Property and the Mid Rivers Land II Property, plus (ii) the amount of any escrows or reserves or other sums then being held under the Cross-Defaulted Mortgage Loan by the applicable Existing Lender in respect of the Mid Rivers Mall Property and/or the Mid Rivers Land II Property which are applied to the repayment of the Cross Collateralized Mortgage Loan or otherwise not refunded to CBL OP, plus (iii) any rents, insurance proceeds, condemnation awards or other sums from the Mid Rivers Mall Property or the Mid Rivers Land II Property which are applied by the Existing Lender under the Cross-Collateralized Mortgage Loan for costs and expenses not related to the Mid Rivers Mall Property or the Mid Rivers Land II Property or to the repayment of the Cross Collateralized Mortgage Loan or otherwise not refunded to CBL OP.

“XXXX Properties” has the meaning set forth in Section 6.10.

“WARN Act” has the meaning set forth in Section 6.8(b).

“West County Mall Owner” has the meaning set forth in the recitals hereto.

“West County Mall Property” has the meaning set forth in the recitals hereto.

“West County Mortgage Loan” means that certain loan in the original principal amount of $170,000,000, made pursuant to that certain Loan Agreement, dated as of March 28, 2003, by and between UBS Warburg Real Estate Investments Inc., as lender, and West County Mall Owner, as borrower, which loan is secured by one or more mortgages on the West County Mall Property.

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CONTRIBUTION AGREEMENT AMONG WESTFIELD AMERICA LIMITED PARTNERSHIP, as Transferor AND CW JOINT VENTURE, LLC, as Transferee AND CBL & ASSOCIATES LIMITED PARTNERSHIP

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