Exhibit 10.5.8

SENIOR EXECUTIVE
DEFERRED COMPENSATION ARRANGEMENT

THIS SENIOR EXECUTVE DEFERRED COMPENSATION ARRANGEMENT (the
"Arrangement") is put in place this 1st day of January, 2004 by CBL & Associates Management, Inc. and its affiliated entities (collectively, "CBL"), including but not limited to CBL & Associates Properties, Inc. (the "REIT"), for the benefit of __________________ (the "Executive"). The Arrangement is specifically designed and intended to be a non-funded and unsecured promise on the part of CBL to make certain payments to the Executive within the time parameters set forth herein. The Arrangement is not intended nor shall it be deemed an employee benefit plan subject to the Employee Retirement Income Security Act of 1974 ("ERISA") or a qualified retirement plan subject to provisions of the Internal Revenue Code of 1986 (the "Code").

1. Objective. The objective and purpose of the Arrangement is to allow the Executive to defer compensation which shall be payable to him in the future as set forth herein. Pursuant to the elections provided to the Executive in this Arrangement, he may defer portions of his salary from CBL to be paid to him to dates in the future as set forth herein.

2. Creditor Status. The Executive shall be afforded no priority by virtue of this Arrangement over the secured or unsecured creditors of CBL but shall be a general unsecured creditor of CBL as to the amounts to be payable to him under this Arrangement. CBL's obligations under this Arrangement are merely promises to make the payments set forth herein at a future point in time pursuant to this Arrangement. Such payments shall not be funded in any way and shall be payable only from the general assets of CBL.

3. Elections. Prior to the beginning of any period for which the Executive may earn compensation (salary) from CBL, the Executive shall notify CBL of his desire to have all or any portion of said amounts deferred and paid to him pursuant to the terms of this Arrangement. By his execution below, the Executive has elected to defer salary increases that he may be entitled to receive from CBL from the date of this Arrangement and forward pursuant to the terms of this Arrangement. The parties acknowledge that Executive has been receiving salary increases for the years 1995 - 2003 in the form of shares of unrestricted common stock of the REIT ("REIT Stock") and that the Executive now has elected to receive such salary increases and his salary increase for the 2004 year and future years pursuant to the terms of this Arrangement.

4. Specific Calculation of Amounts, Issuance of REIT Stock, Vesting Period and Deemed Reinvestment of Dividends. On any specific salary increase to which the Executive may be entitled and for which the Executive has elected to defer pursuant to this Arrangement, the dollar amount of the salary increase shall be determined by CBL. Said amount shall then be divided into 12 equal amounts which shall, except as set forth in Section 5(b) below, vest in four equal quarterly increments on the last day of each calendar quarter over the period beginning in January of the year at issue and terminating on December 31

of the year at issue (the "Vesting Period"). Within fifteen days following the end of each calendar quarter of the Vesting Period, an amount of REIT Stock shall be issued to the Executive pursuant to this Arrangement equal to the amount of REIT Stock that could have been purchased by the Executive with the amount of the salary increase allocable to each calendar month during the quarter at the closing trading price of the REIT Stock on the New York Stock Exchange ("NYSE") on the last trading day of the particular months within the calendar quarter at issue. Following each calendar quarter there shall be additional shares of REIT Stock issued to the Executive in amounts equivalent to the shares of REIT Stock that could have been purchased by the reinvestment of dividends paid by the REIT on its common stock for the Vesting Period under the REIT's Dividend Reinvestment Plan (the "DRIP") as if dividends had been paid on the REIT Stock the Executive receives following the conclusion of the calendar quarter at issue. These additional shares shall be issued to the Executive due to the possibility that the Executive may not have received the shares of REIT Stock by the particular record date at issue with respect to the shares of REIT Stock issued to the Executive for the particular calendar quarter; provided, however, if the Executive has received the shares of REIT stock by the particular record date at issue, no further shares will be issued to Executive based on the deemed reinvestment of dividends as the Executive will receive those dividends by virtue of having the REIT Stock on the particular record date. An example of how the above stated procedures would work is as set forth below:

Example: Executive receives a salary increase of $120,000 for year one. That amount is then broken down into equal monthly amounts of $10,000 per month. The trading price of the REIT's common stock on the last trading day of January was $50/share, of February was $52/share and of March was $53/share; a dividend of $.75/share is declared for shareholders of record as of March 30 and payable on April 18; and on April 18, the DRIP reinvestment price is $53.50/share. Monthly accruals of 200, 192.3 and 188.68 shares, respectively, occur under this Arrangement and Executive is issued 580.98 shares following the end of March after the March 30 record date. Executive is then issued an additional 8.15 shares representing the deemed dividend on the shares of REIT Stock that Executive received since Executive was not issued the shares by the record date of March 30. Had the Executive received the 580.98 shares on March 30, no further shares would be issued to the Executive via deemed dividend reinvestment as the Executive would receive the actual cash dividend on the 580.98 shares.

On any issuance of REIT Stock to the Executive pursuant to this Arrangement, CBL shall determine, in its sole and absolute discretion, whether to cause the issuance of fractional shares or whether to cause the issuance of a whole number of shares or whether to pay fractional shares in the form of cash based on the closing trading price of the REIT Stock on the date one day prior to the date upon which the REIT Stock is to be issued to the Executive.

5. Termination of Arrangement. (a) This Arrangement shall be terminated and all vested amounts herein shall be paid to the Executive, his executor or representative, in the form of shares of REIT Stock, upon the earlier to occur of the following:

(i) The death or disability of the Executive;

(ii) The termination of the Executive's employment with CBL;

(iii) The sale or disposition of all assets of CBL to a non-related third party or a merger or consolidation of CBL where CBL is not the surviving entity; and/or

(iv) On ten (10) days prior written notice by CBL to the Executive.

(b) On any termination of this Arrangement other than a termination which is effective on the first day of a particular calendar quarter, Executive shall be entitled to receive the shares of REIT Stock that would have accrued and been payable to him at the end of the calendar quarter within which the termination occurs but such accrual shall be only from the first day of such calendar quarter to the date of termination and shall not include any increase for deemed DRIP reinvestment of dividends.

6. Restriction on Transfer of the Executive's Rights. During the term of this Arrangement, the Executive may not transfer, pledge, alienate, assign or otherwise dispose of all or any of his rights under this Arrangement.

7. Income Tax Recognition and Corresponding Compensation Deduction; Employment Taxes and Withholding. (a) Upon the issuance of the REIT Stock to Executive as set forth herein, the Executive shall recognize ordinary taxable income upon his receipt of same and CBL shall be entitled to deduct, as compensation paid, the said amount.

(b) CBL, in its sole and absolute discretion, shall make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all Federal, state, local and other taxes required by law to be withheld with respect to the shares of REIT Stock issued pursuant to this Arrangement pursuant to applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code") including, but not limited to, the following: (i) deducting the amount of any such withholding taxes therefrom or from any other amounts then or thereafter payable to the Executive by CBL or any of its subsidiaries or affiliates; (ii) requiring the Executive, or the beneficiary or legal representative of the Executive, to pay to CBL the amount required to be withheld or to execute such documents as CBL deems necessary or desirable to enable CBL to satisfy its withholding obligations; and/or (iii) withholding from the shares of REIT Stock otherwise payable and/or deliverable one or more of such shares having an aggregate fair market value, determined as of the date the withholding tax obligation arises, less than or equal to the amount of the total withholding tax obligation.

8. Accredited Investor Status; Representations. Executive acknowledges that his interests under this Arrangement may be considered a security for purposes of the Securities Act of 1933, as amended (the "Securities Act"), and that CBL has not filed and will not file any registration statement in respect of such interests, and that CBL is relying on the Executive's representation in this Section 8 in order to qualify the offering of such securities (if the

interests are considered as securities) for exemption from registration under the Securities Act. Executive hereby represents and warrants that he is an "Accredited Investor" within the meaning of Section 501(a) of Regulation D promulgated under the Securities Act. Executive agrees that he will immediately notify CBL if, at any time during the term of this Arrangement, he ceases to be, or has reason to believe that he does not qualify as an Accredited Investor; and, in such event, CBL may immediately terminate this Arrangement and thereupon pay all vested amounts to Executive. Executive (i) understands and acknowledges the risks inherent in deferring amounts pursuant to this Arrangement and having said amounts credited as if invested in REIT Stock, (ii) has the financial ability to bear the economic risk of this Arrangement (including possible loss),
(iii) has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to the amounts deferred under this Arrangement, and (iv) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this Arrangement and has obtained, in his judgment, sufficient information from CBL to evaluate the merits and risks of this Arrangement.

9. Miscellaneous. (a) This Arrangement is not intended to be nor shall it be deemed to be an agreement of employment between the Executive and CBL.

(b) This Arrangement shall be governed by and construed under the laws of the State of Tennessee.

(c) This Arrangement shall not be construed as requiring CBL to pay any amount of salary or bonus to the Executive other than the amounts of salary increases that the Executive has elected or may elect in the future to defer into the Arrangement.

(d) This Arrangement shall not be construed in any fashion as a guarantee or assurance by CBL of the price or value of the REIT stock and whether it shall fluctuate positively or negatively during the course of this Arrangement.

IN WITNESS WHEREOF, CBL and the Executive have executed this Arrangement to be effective as of the date first above written.

CBL & ASSOCIATES MANAGEMENT, INC.
(for itself and its affiliates)

By:_______________________________
Name:
Title:

         Name:                             Title:               2006 Base Salary

Charles B. Lebovitz       Chairman of the Board and                 $558,802
                          Chief Executive Officer

John N. Foy               Vice Chairman of the Board, Chief         $486,320
                          Financial Officer and Treasurer

Stephen D. Lebovitz       Director, President and Secretary         $475,000

Eric P. Snyder            Senior Vice President and                 $446,000
                          Director of Corporate Leasing

Augustus N. Stephas       Senior Vice President - Accounting        $456,600
                          and Controller

In the case of Charles B. Lebovitz, John N. Foy and Stephen D. Lebovitz, these adjusted base salaries were approved to take effect as of January 1, 2006. In the case of Mr. Stephas, the effective date is February 28, 2006, and in the case of Mr. Snyder, the effective date is September 15, 2006.

Each of Charles B. Lebovitz, John N. Foy and Stephen D. Lebovit are parties to deferred compensation agreements issued under the Company's Amended and Restated Stock Incentive Plan, as amended, pursuant to which the amounts representing annual increases over their base salaries since 1995 are paid in quarterly installments in the form of the Company's Common Stock rather than cash.

Exhibit 10.7.9

Summary Description of October 26, 2005 Compensation Committee Action Approving Adjustments to 2005 Executive Bonus Opportunities

On October 26, 2005, the Compensation Committee of the Board of Directors of CBL & Associates Properties, Inc. (the "Company") approved certain adjustments to the criteria or matters pursuant to which designated Company executives are eligible to earn bonuses during the 2005 fiscal year based upon the successful continuation and/or completion of development, financing, leasing and re-leasing, temporary leasing, sponsorships, management, accounting, marketing, remodelings, expansions, peripheral property sales, acquisitions and joint ventures with respect to the Company and its properties identified by the Compensation Committee as being within each such executive's areas of responsibility.

These adjustments affected the maximum potential bonuses that could be earned by two of the three executives covered by these bonus criteria who qualify as "named executive officers" of the Company (pursuant to Item 402(a)(3) of Securities and Exchange Commission Regulation S-K), as follows: the maximum potential bonus payments that could be earned by John N. Foy and Stephen D. Lebovitz for specified projects completed during 2005 was increased from $575,000 to $675,000 for each of such named executive officers. The actual amount of any bonus payouts will be dependent on the successful continuation or completion of the projects or matters upon which each such officer's bonus is based, as well as the officer's continued employment with the Company at such time.

In addition to the adjustments to the potential bonus levels approved as described above for certain officers, the Compensation Committee also approved an increase from $1,000,000 to $1,075,000 in the amount of a separate allocation of funds to be available as bonus compensation for payment to three designated senior executives, in conjunction with the Compensation Committee's decision concerning the actual bonuses to be paid to such officers based upon the Committee's evaluation of their performance during 2005. Two of the officers who participated in such bonus pool for fiscal 2005 are named executive officers, and the Compensation Committee approved the following 2005 bonus amounts for such officers: Charles B. Lebovitz - $675,000 and Augustus N. Stephas - $225,000.

In the case of both of the bonus mechanisms described above for 2005, each officer who receives a bonus has the option of electing whether to have his or her bonus paid in cash or in shares of the Company's Common Stock pursuant to the terms of the Company's Amended and Restated Stock Incentive Plan, as amended. The number of shares issued with respect to any bonus that an officer elects to receive in the Company's Common Stock will be determined based on the market value of the Common Stock on the date when such bonus becomes payable.

Exhibit 10.7.10

Summary Description of October 26, 2005 Compensation Committee Action Approving 2006 Executive Bonus Opportunities

On October 26, 2005, the Compensation Committee of the Board of Directors of CBL & Associates Properties, Inc. (the "Company") approved the criteria or matters pursuant to which designated Company executives will be eligible to earn bonuses for the 2006 fiscal year. The amount of the bonus paid to each executive will be based upon the successful continuation and/or completion of development, financing, leasing and re-leasing, temporary leasing, sponsorships, management, accounting, marketing, remodelings, expansions, peripheral property sales, acquisitions and joint ventures with respect to the Company and its properties identified by the Compensation Committee as being within each such executive's areas of responsibility. Three of the executives covered by these bonus criteria qualify as "named executive officers" of the Company (pursuant to Item 402(a)(3) of Securities and Exchange Commission Regulation S-K). The potential bonuses that the Compensation Committee provided that such named executive officers could earn pursuant to the above-stated criteria or matters are as follows: John N. Foy - $725,000; Stephen D. Lebovitz - $725,000; and Eric P. Snyder - $325,000. The actual amount of any bonus payouts will be dependent on the successful continuation or completion of the projects or matters upon which each such officer's bonus is based, as well as the officer's continued employment with the Company at such time.

In addition to the potential bonus levels approved as described above for certain officers, the Compensation Committee also approved a separate allocation of up to an aggregate of $1,325,000 to be available as bonus compensation for payment to three designated senior executives, consisting of specified maximum bonuses that could be earned by each of the three executives totaling $1,175,000 plus the opportunity to share in an unallocated discretionary bonus pool of up to $150,000. The actual bonus payments to such officers, including the amount (if any) to be paid out of the $150,000 unallocated pool, will be determined during the fourth quarter of 2006 by the Compensation Committee, based upon its evaluation of such officers' performance during the year. Two of the officers for whom any fiscal 2006 bonuses will be determined pursuant to this method are named executive officers, and the potential bonus payouts set by the Compensation Committee for each of these officers is as follows: Charles B. Lebovitz - $725,000 plus any additional participation in the unallocated $150,000 pool, and Augustus N. Stephas - $250,000 plus any additional participation in the unallocated $150,000 pool.

As with the 2005 bonuses, in the case of both of the bonus mechanisms described above for 2006, each officer who receives a bonus will have the option of electing whether to have his or her bonus paid in cash or in shares of the Company's Common Stock pursuant to the terms of the Company's Amended and Restated Stock Incentive Plan, as amended. The number of shares issued with respect to any bonus that an officer elects to receive in the Company's Common Stock will be determined based on the market value of the Common Stock on the date when such bonus becomes payable.

Exhibit 10.12.3

SECOND AMENDMENT
TO
UNSECURED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO UNSECURED CREDIT AGREEMENT (this "Amendment") is made and entered into as of the 14th day of February, 2006, by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (hereinafter referred to as "Borrower"), CBL & ASSOCIATES PROPERTIES, INC., a Delaware corporation (hereinafter referred to as the "Parent"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, KEYBANK NATIONAL ASSOCIATION, a national banking association, WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, U.S. BANK NATIONAL ASSOCIATION, a national banking association, LASALLE BANK NATIONAL ASSOCIATION, a national banking association, NATIONAL CITY BANK OF KENTUCKY, a national banking association, SOCIETE GENERALE, UNION BANK OF CALIFORNIA, N.A., a national banking association, and PNC BANK, NATIONAL ASSOCIATION, a national banking association (hereinafter referred to individually as an "Existing Lender" and collectively as the "Original Lenders"), COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, a German banking corporation (hereinafter referred to as "New Lender") (the Existing Lenders and New Lender hereinafter referred to individually as a "Lender" and collectively as the "Lenders"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as contractual representative of the Lenders (in such capacity, the "Agent") and as a Co-Lead Arranger (in such capacity, a "Co-Lead Arranger"), KEYBANK NATIONAL ASSOCIATION, a national banking association, as Syndication Agent (in such capacity, the "Syndication Agent") and as a Co-Lead Arranger (in such capacity, a "Co-Lead Arranger") WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as a Documentation Agent (in such capacity a "Documentation Agent") and U.S. BANK NATIONAL ASSOCIATION a national banking association, as a Documentation Agent (in such capacity, a "Documentation Agent").

WHEREAS, Borrower, Parent, Original Lenders and Agent entered into that certain Unsecured Credit Agreement dated as of August 27, 2004 (the "Credit Agreement"), pursuant to which the Lenders agreed to extend to Borrower a revolving credit facility (the "Credit Facility") in the aggregate principal amount of up to Four Hundred Million and No/100 Dollars ($400,000,000.00) at any one time outstanding; and

WHEREAS, Borrower, Parent, Lenders and Agent entered into that certain First Amendment to the Credit Agreement dated September 21, 2005 (the First Amendment; the Credit Agreement as amended by the First Amendment being hereinafter referred to as the "Credit Agreement") to, among other matters, increase the aggregate principal amount of the Credit Facility to up to Five Hundred Million and No/100 Dollars ($500,000,000.00) at any one time outstanding; and

WHEREAS, Borrower, Parent, Lenders and Agent desire to modify and amend the Credit Agreement in the manner and for the purposes set forth herein.

NOW THEREFORE, for and in consideration of the premises, for Ten and No/100 Dollars ($10.00) in hand paid by the parties to each other, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by Borrower, Parent, Lenders, and Agent, Borrower, Parent, Lenders, and Agent do hereby covenant and agree as follows:

1. Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.

2. Tangible Net Worth. The definition of Tangible Net Worth contained in Section 1.1 of the Credit Agreement, which did read:

"`Tangible Net Worth' means, as of a given date, the stockholders' equity of the Parent and its Subsidiaries determined on a consolidated basis plus (x) increases in accumulated depreciation accrued after September 30, 2002 and (y) minority interests in the Borrower minus (to the extent reflected in determining stockholders' equity of the Parent and its Subsidiaries): (a) the amount of any write-up in the book value of any assets contained in any balance sheet resulting from revaluation thereof or any write-up in excess of the cost of such assets acquired, and (b) all amounts appearing on the assets side of any such balance sheet for assets which would be classified as intangible assets under GAAP, all determined on a consolidated basis."

is hereby deleted in its entirety and the following is hereby inserted in lieu thereof

"`Tangible Net Worth' means, as of a given date, the stockholders' equity of the Parent and its Subsidiaries determined on a consolidated basis plus (x) increases in accumulated depreciation accrued after September 30, 2002 and (y) minority interests in the Borrower minus (to the extent reflected in determining stockholders' equity of the Parent and its Subsidiaries): (a) the amount of any write-up in the book value of any assets contained in any balance sheet resulting from revaluation thereof or any write-up in excess of the cost of such assets acquired (but excluding any such write-up for purchase price adjustments of acquisition properties based on GAAP), and (b) all amounts appearing on the assets side of any such balance sheet for assets which would be classified as intangible assets under GAAP, all determined on a consolidated basis."

3. Funds Transfer Disbursements. Section 2.1(c) of the Credit Agreement is hereby amended by inserting the following as the second full paragraph thereof:

"Borrower hereby authorizes Agent to disburse the proceeds of any Advance as requested by an authorized representative of the Borrower to

any of the accounts designated in Exhibit H hereto. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or, (ii) made in Borrower's name and accepted by Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Agent takes these actions Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Agent and Borrower or between any Lender and Borrower. Borrower agrees to notify Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within 14 days after Agent's confirmation to Borrower of such transfer.

Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Agent may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization; (ii) require use of a bank unacceptable to Agent or prohibited by Government Authority; (iii) cause Agent to violate any Federal Reserve or other regulatory risk control program or guideline, or (iii) otherwise cause Agent to violate any applicable law or regulation.

Neither Agent nor any Lender shall be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower's transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Agent , (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Agent's control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Agent, any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Agent makes no representations or warranties other than those expressly made in this Agreement."

(b) The Credit Agreement is hereby amended by (i) inserting the phrase "EXHIBIT H Form of Transfer Authorizer Designation" immediately below the phrase "EXHIBIT G Form of Compliance Certificate" on page iii of the Table of Contents, and (ii) by attaching Exhibit "A" to this Second Amendment as Exhibit H thereto.

4. Minimum Tangible Net Worth. Section 9.1(a) of the Credit Agreement is hereby amended by deleting the figure "$1,000,000,000" therefrom, and by inserting the figure "1,370,000,000" in lieu thereof.

5. Litigation. Borrower warrants and represents that Schedule 6.1(f) attached to the Credit Agreement is true, accurate and complete as of the date hereof.

6. Conditions Precedent. Subject to the other terms and conditions hereof, this Amendment shall not become effective until the Agent shall have received each of the following instruments, documents or agreements, each in form and substance satisfactory to the Agent:

(a) counterparts of this Amendment duly executed and delivered by Borrower, Parent, Agent and each of the Lenders;

(b) an Acknowledgement and Consent executed by the Parent (the "Guarantor Consent"), consenting to this Amendment and the transactions contemplated hereby;

(c) a certificate of the Secretary of CBL Holdings I, Inc. dated as of the date hereof certifying (i) that the Certificate of Incorporation and By-laws of CBL Holdings I, Inc. have not been modified since September 6, 2005; (ii) that the Partnership Agreement and Certificate of Limited Partnership of Borrower have not been modified since September 6, 2005; (iii) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL Holdings I, Inc., authorizing the execution and delivery on behalf of Borrower of this Amendment and the other instruments, documents or agreements executed and delivered by or on behalf of Borrower in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc. or Borrower are hereinafter collectively referred to as the "Borrower Amendment Documents"); and
(iv) as to the incumbency and genuineness of the signatures of the officers of CBL Holdings I, Inc. executing the Borrower Amendment Documents to which CBL Holdings I, Inc. or Borrower is a party;

(d) a certificate of the Secretary of CBL & Associates Properties, Inc. dated as of the date hereof certifying (i) that the Certificate of Incorporation and By-laws of CBL & Associates Properties, Inc. have not been modified since September 6, 2005; (ii) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL & Associates Properties, Inc., authorizing the execution and delivery on behalf of CBL & Associates Properties, Inc. of this Amendment and the other instruments, documents or agreements executed and delivered by CBL & Associates Properties, Inc. in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL & Associates Properties, Inc. are hereinafter collectively referred to as the "Properties Amendment Documents"); and (iii) as to the incumbency and genuineness of the signatures of the officers of CBL & Associates Properties, Inc. executing the Properties Amendment Documents to which CBL & Associates Properties, Inc. is a party;

(e) the opinions of Borrower's in-house counsel, addressed to Agent and each Lender and satisfactory in form and substance to Agent, covering such matters relating to the transaction contemplated by this Amendment as Agent may reasonably request; and

(f) payment to Agent, for the benefit of Lenders, of all loan fees due in connection with this Amendment.

Upon fulfillment of the foregoing conditions precedent, this Amendment shall become effective as of the date hereof.

7. Representations and Warranties; No Default. Borrower hereby represents and warrants to the Agent and the Lenders that:

(a) all of Borrower's representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date of Borrower's execution of this Amendment;

(b) no Default or Event of Default has occurred and is continuing as of such date under any Loan Document;

(c) Borrower and Parent have the power and authority to enter into this Amendment and to perform all of its obligations hereunder;

(d) the execution, delivery and performance of this Amendment by Borrower and Parent have been duly authorized by all necessary corporate, partnership or other action;

(e) the execution and delivery of this Amendment and performance thereof by Borrower and Parent does not and will not violate the Partnership Agreements or other organizational documents of Borrower or Parent or the Certificate of Incorporation, By-laws or other organizational documents of CBL Holdings I, Inc. and does not and will not violate or conflict with any law, order, writ, injunction, or decree of any court, administrative agency or other governmental authority applicable to Borrower, Parent, CBL Holdings I, Inc., or their respective properties; and

(f) this Amendment, the Guarantor Consent, and all other documents executed in connection herewith, constitute legal, valid and binding obligations of the parties thereto, in accordance with the respective terms thereof, subject to bankruptcy, insolvency and similar laws of general application affecting the rights and remedies of creditors and, with respect to the availability of the remedies of specific enforcement, subject to the discretion of the court before which any proceeding therefor may be brought.

8. Expenses. Borrower agrees to pay, immediately upon demand by the Agent, all reasonable costs, expenses, fees and other charges and expenses actually incurred by the Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, the Borrower Amendment Documents and the Properties Amendment Documents.

9. Defaults Hereunder. The breach of any representation, warranty or covenant contained herein or in any document executed in connection herewith, or the failure to observe or comply with any term or agreement contained herein shall constitute a Default or Event of Default under the Credit Agreement (subject to any applicable cure period set forth in the Credit Agreement) and the Agent and the Lenders shall be entitled to exercise all rights and remedies they may have under the Credit Agreement, any other documents executed in connection therewith and applicable law.

10. References. All references in the Credit Agreement and the Loan Documents to the Credit Agreement shall hereafter be deemed to be references to the Credit Agreement as amended hereby and as the same may hereafter be amended from time to time.

11. Limitation of Agreement. Except as especially set forth herein, this Amendment shall not be deemed to waive, amend or modify any term or condition of the Credit Agreement, each of which is hereby ratified and reaffirmed and which shall remain in full force and effect, nor to serve as a consent to any matter prohibited by the terms and conditions thereof.

12. Counterparts. To facilitate execution, this Amendment may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signature thereon and thereafter attached to another counterpart identical thereto having attached to it additional signature pages.

13. Further Assurances. Borrower agrees to take such further action as the Agent or the Lenders shall reasonably request in connection herewith to evidence the amendments herein contained to the Credit Agreement.

14. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto.

15. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Georgia, without regard to principles of conflicts of law.

[Signatures Begin on Following Page]

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Unsecured Credit Agreement to be executed by their authorized officers all as of the day and year first above written.

BORROWER:

CBL & ASSOCIATES LIMITED PARTNERSHIP,
a Delaware limited partnership

By: CBL Holdings I, Inc., a Delaware corporation, its sole general partner

By: /s/ John N. Foy_________________________
    ----------------------------------------
     Name: John N. Foy
     Title: Vice Chairman and Chief Financial Officer

PARENT:

CBL & ASSOCIATES PROPERTIES, INC., a Delaware
corporation, solely for the limited purposes
set forth in Section 12.19 of the Credit Agreement.

By: /s/ John N. Foy_________________________
    ----------------------------------------
     Name: John N. Foy
     Title: Vice Chairman and Chief Financial Officer

[Signatures Continued on Following Page]

[Signature Page to Second Amendment to Unsecured Credit Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, Co-Lead
Arranger and as a Lender

By: /s/ James Phelps
    -----------------------------------------------------
     Name: James Phelps
     Title: Senior Vice President

Commitment Amount:

$100,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:

2859 Paces Ferry Road, Suite 1805
Atlanta, GA 30339
Attn: Loan Administration
Telecopier: (770) 435-2262
Telephone: (770) 435-3800

[Signatures Continued on Following Page]

[Signature Page to Second Amendment to Unsecured Credit Agreement]

KEYBANK NATIONAL ASSOCIATION,
as Syndication Agent, Co-Lead Arranger and
as a Lender

By: /s/ Michael P. Szuba
    --------------------------------------------
     Name: Michael P. Szuba
     Title: Vice President

Commitment Amount:

$75,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:

Keybank REC - Institutional
127 Public Square, 6th Floor
Cleveland, OH 44114
Attn: Mike Szuba
Telecopier: (216) 689-4997
Telephone: (216) 689-5984

[Signatures Continued on Following Page]

[Signature Page to Second Amendment to Unsecured Credit Agreement]

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Documentation Agent and as a Lender

By: /s/ Rex E. Rudy
    -------------------------------------------
     Name: Rex E. Rudy
     Title: Managing Director

Commitment Amount:

$70,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:

301 South College Street
NC - 0172
Charlotte, NC 28288-0172
Attention: Rex Rudy
Telecopier: (704) 383-6505
Telephone: (704) 383-7534

[Signatures Continued on Following Page]

[Signature Page to Second Amendment to Unsecured Credit Agreement]

U.S. BANK NATIONAL
ASSOCIATION, as
Documentation Agent and as

a Lender By: /s/ Kelly
Armstrong
     Name: Kelly Armstrong
     Title: Assistant Vice President

Commitment Amount:

$50,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:

800 Nicollet Mall
3rd Floor
Minneapolis, MN 55402
Attn: Michael Raarup
Telecopier: (612) 303-2270
Telephone: (612) 303-3586

[Signatures Continued on Following Page]

[Signature Page to Second Amendment to Unsecured Credit Agreement]

LASALLE BANK NATIONAL ASSOCIATION,
as a Lender

By: /s/ Stephen J. Shockey
    -----------------------------------------------
     Name: Stephen J. Shockey
     Title: First Vice President

Commitment Amount:

$50,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:

135 South LaSalle Street
Suite 1225
Chicago, Illinois 60603
Attention: Stephen Shockey
Telecopier: (312) 904-6691
Telephone: (312) 904-7096

[Signatures Continued on Following Page]

[Signature Page to Second Amendment to Unsecured Credit Agreement]

NATIONAL CITY BANK OF KENTUCKY,
as a Lender

By: /s/ Joseph C. Seiler
    ------------------------------------------------
     Name: Joseph C. Seiler
     Title: Executive Vice President

Commitment Amount:

$25,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:

301 E. Main Street
31-3 PLA
Lexington, KY 40507
Attn: Megan Barlow
Telecopier: (859) 281-5467
Telephone: (859) 281-5428

[Signatures Continued on Following Page]

[Signature Page to Second Amendment to Unsecured Credit Agreement]

SOCIETE GENERALE,
as a Lender

By: /s/ C. H. Butterworth
    -----------------------------------------------------
     Name: C/ H. Butterworth
     Title: Director

Commitment Amount:

$25,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:

Trammell Crow Center
2001 Ross Avenue
Suite 4900
Dallas, TX 75201
Attn: Chuck Butterworth
Telecopier: (214) 979-2740
Telephone: (214) 979-2779

[Signatures Continued on Following Page]

[Signature Page to Second Amendment to Unsecured Credit Agreement]

UNION BANK OF CALIFORNIA N.A.,
as a Lender

By: /s/ Lawrence Andow
    -------------------------------------------------
     Name: Lawrence Andow
     Title: Vice Presedent

Commitment Amount:

$25,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:

[Signatures Continued on Following Page]

[Signature Page to Second Amendment to Unsecured Credit Agreement]

PNC BANK, NATIONAL ASSOCIATION,
as a Lender

By: /s/ Andrew T. White
    ---------------------------------------------
     Name: Andrew T. White
     Title: Vice President

Commitment Amount:

$30,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:

PNC Real Estate Finance
1600 Market Street, 30th Floor
Philadelphia, PA 19103
Attention:   Andrew White
Telecopier:  (215) 585-5806
Telephone:   (215) 585-6123

[Signatures Continued on Following Page]

[Signature Page to Second Amendment to Unsecured Credit Agreement]

COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES,
as a Lender

By: /s/ Ralph C. Marra, Jr/.
    -----------------------------------------------
     Name: Ralph C. Marra, Jr.
     Title: Vice President

By: /s/ Kerstin Micke
    -----------------------------------------------
     Name: Kerstin Micke
     Title: Assistant Vice President

Commitment Amount:

$50,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:

2 World Financial Center
34th Floor
New York, NY  10281-1050
Attention:   Ralph Marra
Telecopier:  (212) 266-7565
Telephone:   (212) 266-7661

[End of Signatures]

EXHIBIT A

TRANSFER AUTHORIZER DESIGNATION
(For Disbursement of Loan Proceeds by Funds Transfer)

|_| NEW |X| REPLACE PREVIOUS DESIGNATION |_| ADD |_| CHANGE |_| DELETE LINE NUMBER _____

The following representatives of CBL & Associates Limited Partnership ("Borrower") are authorized to request the disbursement of Advances and initiate funds transfers for Loan Number 101012 dated February ___, 2006 between Wells Fargo Bank, National Association ("Agent"), the lenders party thereto and Borrower. Agent is authorized to rely on this Transfer Authorizer Designation until it has received a new Transfer Authorizer Designation signed by Borrower, even in the event that any or all of the foregoing information may have changed.

                                   Name                                         Title                           Maximum Wire
                                                                                                                   Amount
-----------------------------------------------------------------------------------------------------------------------------------
 1.           Charles B. Lebovitz                             Chairman of the Board and                   $500,000,000
                                                              Chief Executive Officer
-----------------------------------------------------------------------------------------------------------------------------------
 2.           John N. Foy                                     Vice   Chairman   of  the   Board,   Chief  $500,000,000
                                                              Financial Officer and Treasurer
-----------------------------------------------------------------------------------------------------------------------------------
 3.           Charles A. Willett, Jr.                         Senior Vice President                       $500,000,000
-----------------------------------------------------------------------------------------------------------------------------------
 4.
-----------------------------------------------------------------------------------------------------------------------------------
 5.
-----------------------------------------------------------------------------------------------------------------------------------


1.
---------------------------------------------------------------------------------------------------------------------
Transfer Funds to (Receiving Party Account Name):
CBL & Associates Limited Partnership
---------------------------------------------------------------------------------------------------------------------
Receiving Party Account Number:
4441630
--------------------------------------------------------------------------- -----------------------------------------
Receiving Bank Name, City and State:                                        Receiving Bank Routing (ABA) Number
First Tennessee Bank, N.A., Memphis, TN                                     084000026
--------------------------------------------------------------------------- -----------------------------------------
Maximum Transfer Amount:
$500,000,000
--------------------------------------------------------------------------- -----------------------------------------
Further Credit Information/Instructions:
Attention:  Zelma Pack at (423) 757-4249
---------------------------------------------------------------------------------------------------------------------
2.
---------------------------------------------------------------------------------------------------------------------
Transfer Funds to (Receiving Party Account Name):
---------------------------------------------------------------------------------------------------------------------
Receiving Party Account Number:
---------------------------------------------------------------------------------------------------------------------
Receiving Bank Name, City and State:                                             Receiving Bank Routing (ABA) Number
--------------------------------------------------------------------------- -----------------------------------------
Maximum Transfer Amount:
--------------------------------------------------------------------------- -----------------------------------------
Further Credit Information/Instructions:
---------------------------------------------------------------------------------------------------------------------

                                       18

3.
---------------------------------------------------------------------------------------------------------------------
Transfer Funds to (Receiving Party Account Name):
---------------------------------------------------------------------------------------------------------------------
Receiving Party Account Number:
-------------------------------------------------------------------------------- ------------------------------------
Receiving Bank Name, City and State:                                             Receiving Bank Routing (ABA) Number
--------------------------------------------------------------------------- -----------------------------------------
Maximum Transfer Amount:
--------------------------------------------------------------------------- -----------------------------------------
Further Credit Information/Instructions:
---------------------------------------------------------------------------------------------------------------------
(1) Maximum Wire Amount may not exceed the Loan Amount.

Date: _____________________________
"BORROWER"

CBL & ASSOCIATES LIMITED PARTNERSHIP, a
Delaware limited partnership

By: CBL Holding I, Inc., a Delaware corporation,
its sole general partner

By:_____________________________________
Name:___________________________________
Title:__________________________________

(CORPORATE SEAL)

Exhibit 10.15.3

AMENDMENT TO VOTING AND STANDSTILL AGREEMENT

THIS AMENDMENT TO VOTING AND STANDSTILL AGREEMENT (the "Amendment") is made to be effective as of the 1st day of January, 2006, by and among CBL & Associates Properties, Inc., a Delaware Corporation (the "REIT"); CBL & Associates Limited Partnership, a Delaware limited partnership (the "Operating Partnership", the Operating Partnership and the REIT are referred to herein collectively as "CBL"); the CBL Principals (Charles B. Lebovitz, Stephen D. Lebovitz, John N. Foy, and CBL & Associates, Inc.); Jacobs Realty Investors Limited Partnership, a Delaware limited partnership ("JRI"); Richard E. Jacobs, solely as Trustee for the Richard E. Jacobs Revocable Living Trust ("REJ'"); Richard E. Jacobs, solely as Trustee for the David H. Jacobs Marital Trust ("DHJ" and together with REJ, the "Jacobs Trusts"); and Martin J. Cleary ("Cleary").

WHEREAS, the parties entered into that certain Voting and Standstill Agreement with an effective date of September 25, 2000 ("Agreement"), for the purpose of regulating certain relationships between the parties;

WHEREAS, the parties have agreed that Cleary shall no longer be a party to the Agreement; and

WHEREAS, the parties, among other things, desire to amend the Agreement to remove Cleary as a party to the Agreement, and to confirm that Cleary no longer has any rights or obligations with respect to the Agreement.

NOW, THEREFORE, in consideration of the terms and conditions contained in this Amendment, the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, parties hereby agree as follows:

1. Except to the extent modified by this Amendment, the Agreement remains in full force and effect according to its terms.

2. Subject to the terms hereof, Cleary is hereby released and removed as a party to the Agreement.

3. In each instance in which "Martin J. Cleary" or "Cleary" appears in the Agreement, those words and name are hereby deleted.

4. For purposes of Section 9 of the Agreement, the notice address of CBL & Associates Properties, Inc. is hereby changed to CBL Center, Suite 500, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee 37421, Attention: Charles B. Lebovitz and H. Jay Wiseman, Jr.

With a copy simultaneously to CBL's attorneys:

Morrison & Foerster LLP 1290 Avenue of the Americas New York, New York 10104-0185 Attention: Yaacov M. Gross, Esq.

and

Shumacker Witt Gaither & Whitaker, P.C.

CBL Center, Suite 210
2030 Hamilton Place Boulevard
Chattanooga, TN 37421
Attention: Jeffery V. Curry, Esq.

5. If there is any conflict, ambiguity or inconsistency between the terms, covenants and conditions of this Amendment and the terms, covenants and conditions of the Agreement, then the terms, covenants and conditions of this Amendment shall be controlling.

6. Except as herein provided, all terms used herein with initial capital letters shall have the meaning ascribed to such terms by the Agreement.

7. This Amendment may be signed in several counterparts, each of which shall be deemed an original, and all such counterparts, when taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to be effective as of the date first written above.

OPERATING PARTNERSHIP:

CBL & ASSOCIATES LIMITED PARTNERSHIP

By: CBL Holdings I, Inc.

         /s/ Charles B. Lebovitz
By:
   -----------------------------------------
Name:    Charles B. Lebovitz
Title:   Chairman of the Board and
         Chief Executive Officer

REIT:

CBL & ASSOCIATES PROPERTIES, INC.

         /s/ Charles B. Lebovitz
By:
   -----------------------------------------
Name:    Charles B. Lebovitz
Title:   Chairman of the Board and
         Chief Executive Officer

CBL PRINCIPALS:

CBL & ASSOCIATES, INC.

         /s/ Charles B. Lebovitz
By:
   -----------------------------------------
Name:    Charles B. Lebovitz
Title:   Chairman of the Board and
         Chief Executive Officer

/s/ Charles B. Lebovitz
------------------------------
Charles B. Lebovitz




/s/ Stephen D. Lebovitz
------------------------------
Stephen D. Lebovitz



/s/ John N. Foy
------------------------------
John N. Foy

JRI:

JACOBS REALTY INVESTORS LIMITED PARTNERSHIP

By: JG Realty Investors Corp.

By:      /s/ Richard E. Jacobs
   -----------------------------------------
Name:    Richard E. Jacobs
     ------------------------------
Title:   President
      --------------------------------------

JACOBS TRUSTS:

         /s/ Richard E. Jacobs
--------------------------------------------
Richard E. Jacobs, solely as Trustee
for the Richard E. Jacobs Revocable Living Trust


         /s/ Richard E. Jacobs
--------------------------------------------
Richard E. Jacobs, solely as Trustee
for the David H. Jacobs Marital Trust


/s/ Martin J. Cleary
------------------------------
Martin J. Cleary

Exhibit 10.17.4

THIRD AMENDMENT
TO
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS THIRD AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is made and entered into as of the 14th day of February, 2006, by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (hereinafter referred to as "Borrower"), CBL & ASSOCIATES PROPERTIES, INC., a Delaware corporation (hereinafter referred to as the "Parent"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, U.S. BANK NATIONAL ASSOCIATION, a national banking association, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, a German banking corporation, PNC BANK, NATIONAL ASSOCIATION, a national banking association, SUNTRUST BANK, a Georgia banking corporation, KEYBANK NATIONAL ASSOCIATION, a national banking association (hereinafter referred to individually as an "Existing Lender" and collectively as "Existing Lenders"), and ALLIED IRISH BANKS, P.L.C., an Irish publicly quoted company, LASALLE BANK NATIONAL ASSOCIATION, a national banking association, SOCIETE GENERALE, UNION BANK OF CALIFORNIA, N.A., a national banking association, and WESTDEUTSCHE IMMOBILIENBANK, a German banking corporation (hereinafter referred to individually as a "New Lender" and collectively as "New Lenders") (New Lenders and Existing Lenders are sometimes hereinafter referred to individually as a "Lender" and collectively as the "Lenders") and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as contractual representative of the Lenders (in such capacity, the "Agent").

WHEREAS, Borrower, Parent, Existing Lenders and Agent entered into that certain Sixth Amended and Restated Credit Agreement dated as of February 28, 2003 (the "Credit Agreement"), pursuant to which the Lenders agreed to extend to Borrower a credit facility (the "Credit Facility") in the aggregate principal amount of up to Two Hundred Fifty-Five Million and No/100 Dollars ($255,000,000.00) at any one time outstanding; and

WHEREAS, Borrower, Parent, Existing Lenders and Agent entered into that certain First Amendment to Sixth Amended and Restated Credit Agreement dated as of May 3, 2004 (the "First Amendment"), pursuant to which the parties modified and amended the Credit Agreement to, among other matters, increase the aggregate principal amount of the Credit Facility to up to Three Hundred Seventy-Three Million and No/100 Dollars ($373,000,000.00) at any one time outstanding; and

WHEREAS, Borrower, Parent, Existing Lenders and Agent entered into that certain Second Amendment to Sixth Amended and Restated Credit Agreement dated as of September 21, 2005 (the "Second Amendment"), pursuant to which the parties modified and amended the Credit Agreement as more particularly set forth therein (the Credit Agreement as modified by the First Amendment and the Second Amendment being hereinafter referred to as the "Credit Agreement"); and

WHEREAS, Borrower, Parent, Lenders and Agent desire to further modify and amend the Credit Agreement in order to increase the maximum aggregate principal amount of the Credit Facility to up to Four Hundred Seventy-Six Million Dollars ($476,000,000.00), to extend the maturity date to February 28, 2009, to make the New Lenders a party thereto, and for the other purposes set forth herein, all as more particularly set forth hereinbelow.

NOW THEREFORE, for and in consideration of the premises, for Ten and No/100 Dollars ($10.00) in hand paid by the parties to each other, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by Borrower, Parent, Lenders, and Agent, Borrower, Parent, Lenders, and Agent do hereby covenant and agree as follows:

1. Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.

2. Commitment. (a) From and after the effective date hereof, the Commitment of each Lender shall be the amount set forth beside each Lender's name below:

Lender                                                  Commitment


Wells Fargo Bank, National Association               $85,000,000.00

Wachovia Bank, National Association                  $47,000,000.00

U.S. Bank National Association $71,000,000.00

Commerzbank AG, New York and Grand Cayman            $47,000,000.00
Branches

PNC Bank, National Association                       $47,000,000.00

SunTrust Bank                                        $32,000,000.00

KeyBank National Association                         $47,000,000.00

LaSalle Bank National Association                    $20,000,000.00

Allied Irish Banks, p.l.c.                           $20,000,000.00

Societe Generale                                     $20,000,000.00

Union Bank of California N.A.                        $20,000,000.00

Westdeutsche ImmobilienBank                          $20,000,000.00

(b) Section 2.11 of the Credit Agreement is hereby amended by deleting the figure "$500,000,000" therefrom, and by inserting the figure "$650,000,000" in lieu thereof.

3. Extension of Termination Date.

(a) The definition of Termination Date contained in Section 1.1 of the Credit Agreement, which did read:

" `Termination Date' means February 28, 2006, or such later date to which such date may be extended in accordance with Section 2.13."

is hereby deleted in its entirety and the following is hereby inserted in lieu thereof:

" `Termination Date' means February 28, 2009."

(b) The within extension of the Termination Date to February 28, 2009 is made in lieu of Borrower's rights under Section 2.13 of the Credit Agreement, and Borrower shall continue to have the right to extend the Termination Date pursuant to, and on and subject to the terms and conditions set forth in, said
Section 2.13.

4. Tangible Net Worth. The definition of Tangible Net Worth contained in Section 1.1 of the Credit Agreement, which did read:

"`Tangible Net Worth' means, as of a given date, the stockholders' equity of the Parent and its Subsidiaries determined on a consolidated basis plus (x) increases in accumulated depreciation accrued after September 30, 2002 and (y) minority interests in the Borrower minus (to the extent reflected in determining stockholders' equity of the Parent and its Subsidiaries): (a) the amount of any write-up in the book value of any assets contained in any balance sheet resulting from revaluation thereof or any write-up in excess of the cost of such assets acquired, and (b) all amounts appearing on the assets side of any such balance sheet for assets which would be classified as intangible assets under GAAP, all determined on a consolidated basis."

is hereby deleted in its entirety and the following is hereby inserted in lieu thereof

"`Tangible Net Worth' means, as of a given date, the stockholders' equity of the Parent and its Subsidiaries determined on a consolidated basis plus (x) increases in accumulated depreciation accrued after September 30, 2002 and (y) minority interests in the Borrower minus (to the extent reflected in determining stockholders' equity of the Parent and its Subsidiaries): (a) the amount of any write-up in the book value of any assets contained in any balance sheet resulting from revaluation thereof or any write-up in excess of the cost of such assets acquired (but excluding any such write-up for purchase price adjustments of acquisition properties based on GAAP), and (b) all amounts appearing on the assets side of any such balance sheet for assets which would be classified as intangible assets under GAAP, all determined on a consolidated basis."

5. Funds Transfer Disbursements. (a) Section 2.1(c) of the Credit Agreement is hereby amended by inserting the following as the second full paragraph thereof:

"Borrower hereby authorizes Agent to disburse the proceeds of any Revolving Advance as requested by an authorized representative of the Borrower to any of the accounts designated in Exhibit O hereto. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or, (ii) made in Borrower's name and accepted by Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Agent takes these actions Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Agent and Borrower or between any Lender and Borrower. Borrower agrees to notify Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within 14 days after Agent's confirmation to Borrower of such transfer.

Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Agent may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization; (ii) require use of a bank unacceptable to Agent or prohibited by Government Authority; (iii) cause Agent to violate any Federal Reserve or other regulatory risk control program or guideline, or (iii) otherwise cause Agent to violate any applicable law or regulation.

Neither Agent nor any Lender shall be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower's transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Agent, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Agent's control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Agent, any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Agent makes no representations or warranties other than those expressly made in this Agreement."

(b) Section 2.3 (b) of the Credit Agreement is hereby amended by inserting the following as the second, third, and fourth full paragraphs thereof:

"Borrower hereby authorizes Swingline Lender to disburse the proceeds of any Swingline Loan as requested by an authorized representative of the Borrower to any of the accounts designated in Exhibit O hereto. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or, (ii) made in Borrower's name and accepted by Swingline Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Swingline Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Swingline Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Swingline Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Swingline Lender takes these actions Swingline Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Swingline Lender and Borrower. Borrower agrees to notify Swingline Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within 14 days after Swingline Lender's confirmation to Borrower of such transfer.

Swingline Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Swingline Lender may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization;
(ii) require use of a bank unacceptable to Swingline Lender or prohibited by Government Authority; (iii) cause Swingline Lender to violate any Federal Reserve or other regulatory risk control program or guideline, or (iii) otherwise cause Swingline Lender to violate any applicable law or regulation.

Swingline Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through

which Borrower's transfers may be made or information received or transmitted, and no such entity shall be deemed an Swingline Lender of the Swingline Lender , (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Swingline Lender's control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Swingline Lender or Borrower knew or should have known the likelihood of these damages in any situation. Swingline Lender makes no representations or warranties other than those expressly made in this Agreement."

(c) The Credit Agreement is hereby amended by (i) inserting the phrase "EXHIBIT O Form of Transfer Authorizer Designation" immediately below the phrase "EXHIBIT N Form of Compliance Certificate" on page iv of the Table of Contents, and (ii) by attaching Exhibit "A" to this Third Amendment as Exhibit O thereto.

6. Minimum Tangible Net Worth. Section 10.1(a) of the Credit Agreement is hereby amended by deleting the figure "$1,000,000,000" therefrom, and by inserting the figure "1,370,000,000" in lieu thereof.

7. Litigation. Borrower warrants and represents that Schedule 7.1(f) attached to the Credit Agreement is true, accurate and complete as of the date hereof.

8. Conditions Precedent. Subject to the other terms and conditions hereof, this Amendment shall not become effective until the Agent shall have received each of the following instruments, documents or agreements, each in form and substance satisfactory to the Agent:

(a) counterparts of this Amendment duly executed and delivered by Borrower, Parent, Agent and each of the Lenders;

(b) Amended and Restated Promissory Notes executed by the Borrower, payable to each Existing Lender whose Commitment is being increased pursuant to this Amendment, in the face amount of each such Existing Lender's new Commitment (the "Amended Notes");

(c) Promissory Notes executed by the Borrower, payable to each New Lender, in the face amount of each New Lender's Commitment (the "Notes");

(d) an amendment to each Mortgage (collectively, the "Mortgage Amendments") encumbering a Collateral Property, amending each such Mortgage to reflect this Amendment and the transactions contemplated hereby;

(e) Acknowledgements and Consents executed by the Parent and each Guarantor (collectively, the "Guarantor Consents"), consenting to this Amendment and the transactions contemplated hereby;

(f) endorsements to each of the title insurance policies insuring the validity and priority of the Mortgages (as amended by the Mortgage Amendments) covered thereby as a first priority Lien upon the Property described therein, subject to Permitted Liens, and increasing the amounts of such policies to amount approved by Agent;

(g) a certificate of the Secretary of CBL Holdings I, Inc. dated as of the date hereof certifying (i) that the Certificate of Incorporation and By-laws of CBL Holdings I, Inc. have not been modified since September 21, 2005; (ii) that the Partnership Agreement and Certificate of Limited Partnership of Borrower have not been modified since September 21, 2005; (iii) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL Holdings I, Inc., authorizing the execution and delivery on behalf of Borrower of this Amendment and the other instruments, documents or agreements executed and delivered by or on behalf of Borrower in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc. or Borrower are hereinafter collectively referred to as the "Borrower Amendment Documents"); and
(iv) as to the incumbency and genuineness of the signatures of the officers of CBL Holdings I, Inc. executing the Borrower Amendment Documents to which CBL Holdings I, Inc. or Borrower is a party;

(h) a certificate of the Secretary of CBL Holdings I, Inc. dated as of the date hereof certifying (i) that the Partnership Agreements, Certificates of Limited Partnership, Articles of Incorporation, Articles of Organization, Bylaws and other organizational documents of each Loan Party owning a Collateral Property have not been modified since September 21, 2005; (ii) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL Holdings I, Inc., authorizing the execution and delivery on behalf of each Loan Party owning a Collateral Property of the Mortgage Amendments, the Guarantor Consents and the other instruments, documents or agreements executed and delivered by or on behalf of such Loan Parties in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc. or any Loan Party are hereinafter collectively referred to as the "Loan Party Amendment Documents"); and (iii) as to the incumbency and genuineness of the signatures of the officers of CBL Holdings I, Inc. executing the Loan Party Amendment Documents to which any Loan Party is a party;

(i) a certificate of the Secretary of CBL & Associates Properties, Inc. dated as of the date hereof certifying (i) that the Certificate of Incorporation and By-laws of CBL & Associates Properties, Inc. have not been modified since September 21, 2005; (ii) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL & Associates Properties, Inc., authorizing the execution and delivery on behalf of CBL & Associates Properties, Inc. of this Amendment and the other instruments, documents or agreements executed and delivered by CBL & Associates Properties, Inc. in connection herewith (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL & Associates Properties, Inc., Inc., Borrower or any Subpartnership are hereinafter collectively referred to as the "Properties Amendment Documents"); and (iii) as to the incumbency and genuineness of the signatures of the officers of CBL & Associates Properties, Inc. executing the Properties Amendment Documents to which CBL & Associates Properties, Inc. is a party;

(j) the opinions of Borrower's in-house counsel, addressed to Agent and each Lender and satisfactory in form and substance to Agent, covering such matters relating to the transaction contemplated by this Amendment as Agent may reasonably request; and

(k) payment to Agent, for the benefit of Lenders, of all loan fees due in connection with the increase in the amount of the Commitments and this Amendment.

Upon fulfillment of the foregoing conditions precedent, this Amendment shall become effective as of the date hereof.

9. Representations and Warranties; No Default. Borrower hereby represents and warrants to the Agent and the Lenders that:

(a) all of Borrower's representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date of Borrower's execution of this Amendment;

(b) no Default or Event of Default has occurred and is continuing as of such date under any Loan Document;

(c) Borrower and Parent have the power and authority to enter into this Amendment and to perform all of its obligations hereunder;

(d) the execution, delivery and performance of this Amendment by Borrower and Parent have been duly authorized by all necessary corporate, partnership or other action;

(e) the execution and delivery of this Amendment and performance thereof by Borrower and Parent does not and will not violate the Partnership Agreements or other organizational documents of Borrower or Parent or the Certificate of Incorporation, By-laws or other organizational documents of CBL Holdings I, Inc. and does not and will not violate or conflict with any law, order, writ, injunction, or decree of any court, administrative agency or other governmental authority applicable to Borrower, Parent, CBL Holdings I, Inc., or their respective properties; and

(f) this Amendment, the Amended Notes, the Notes, the Guarantor Consents, the Mortgage Amendments and all other documents executed in connection herewith, constitute legal, valid and binding obligations of the parties thereto, in accordance with the respective terms thereof, subject to bankruptcy, insolvency and similar laws of general application affecting the rights and remedies of creditors and, with respect to the availability of the remedies of specific enforcement, subject to the discretion of the court before which any proceeding therefor may be brought.

10. Expenses. Borrower agrees to pay, immediately upon demand by the Agent, all reasonable costs, expenses, fees and other charges and expenses actually incurred by the Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, the Borrower Amendment Documents, the Loan Party Amendment Documents, and the Properties Amendment Documents.

11. Defaults Hereunder. The breach of any representation, warranty or covenant contained herein or in any document executed in connection herewith, or the failure to observe or comply with any term or agreement contained herein shall constitute a Default or Event of Default under the Credit Agreement (subject to any applicable cure period set forth in the Credit Agreement) and the Agent and the Lenders shall be entitled to exercise all rights and remedies they may have under the Credit Agreement, any other documents executed in connection therewith and applicable law.

12. References. All references in the Credit Agreement and the Loan Documents to the Credit Agreement shall hereafter be deemed to be references to the Credit Agreement as amended hereby and as the same may hereafter be amended from time to time.

13. Limitation of Agreement. Except as especially set forth herein, this Amendment shall not be deemed to waive, amend or modify any term or condition of the Credit Agreement, each of which is hereby ratified and reaffirmed and which shall remain in full force and effect, nor to serve as a consent to any matter prohibited by the terms and conditions thereof.

14. Counterparts. To facilitate execution, this Amendment may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signature thereon and thereafter attached to another counterpart identical thereto having attached to it additional signature pages.

15. Further Assurances. Borrower agrees to take such further action as the Agent or the Lenders shall reasonably request in connection herewith to evidence the amendments herein contained to the Credit Agreement.

16. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto.

17. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Georgia, without regard to principles of conflicts of law.

[Signatures Begin on Following Page]

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Sixth Amended and Restated Credit Agreement to be executed by their authorized officers all as of the day and year first above written.

BORROWER:

CBL & ASSOCIATES LIMITED PARTNERSHIP,
a Delaware limited partnership

By: CBL Holdings I, Inc., a Delaware corporation,
its sole general partner

By:      /s/ John N. Foy
         -----------------------------------
Name:    John N. Foy
Title:   Vice Chairman and Chief Financial Officer

PARENT:

CBL & ASSOCIATES PROPERTIES, INC., a Delaware
corporation, solely for the limited purposes set
forth in Section 13.20 of the Credit Agreement.

By:           /s/ John N. Foy
              -------------------------------------
Name:         John N. Foy
Title:        Vice Chairman and Chief Financial Officer

[Signatures Continued on Following Page]

[Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Agent and as a Lender

By: /s/ James A. Phelps
Name: James A. Phelps
Title: Senior Vice President

Commitment Amount:

$85,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:

2859 Paces Ferry Road, Suite 1805
Atlanta, GA 30339
Attn: Loan Administration
Telecopier: (770) 435-2262
Telephone: (770) 435-3800

[Signatures Continued on Following Page]

[Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement]

U.S. BANK NATIONAL ASSOCIATION

By: /s/ Kelly Armstrong__________________________
Name: Kelly Armstrong
Title: Assistant Vice President

Commitment Amount:

$71,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:

800 Nicollet Mall
3rd Floor
Minneapolis, MN 55402
Attn: Michael Raarup
Telecopier: (612) 303-2270
Telephone: (612) 303-3586

[Signatures Continued on Following Page]

[Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement]

COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES

By: /s/ Ralph C. Marra, Jr.______________________
    ---------------------------------------------
Name: Ralph C. Marra, Jr.
Title: Vice President



By: /s/ Kerstin Micke
    --------------------------------------------
Name: Kerstin Micke
Title: Assistant Vice President

Commitment Amount:

$47,000,000.00

Lending Office (all Types of Advances) and Address for Notices:

2 World Financial Center 34th Floor
New York, NY 10281-1050 Attention: Ralph Marra Telecopier: (212) 266-7565 Telephone: (212) 266-7661

[Signatures Continued on Following Page]

[Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement]

WACHOVIA BANK, NATIONAL ASSOCIATION

By: /s/ Rex E. Rudy______________________________
    ---------------------------------------------
Name: Rex E. Rudy
Title: Managing Director

Commitment Amount:

$47,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:

301 South College Street
NC - 0172
Charlotte, NC 28288-0172
Attention: Rex Rudy
Telecopier: (704) 383-6505
Telephone: (704) 383-7534

[Signatures Continued on Following Page]

[Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement]

KEYBANK NATIONAL ASSOCIATION

By:  /s/ Michael P. Szuba________________________
    ---------------------------------------------
Name: Michael P. Szuba
Title: Vice President

Commitment Amount:

$47,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:

Keybank REC - Institutional
127 Public Square, 6th Floor
Cleveland, OH 44114-1306
Attn: Mike Szuba
Telecopier: (216) 689-4997
Telephone: (216) 689-5984

[Signatures Continued on Following Page]

[Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement]

PNC BANK, NATIONAL ASSOCIATION

By: /s/ Andrew T. White__________________________
   ----------------------------------------------
Name: Andrew T. White
Title: Vice President

Commitment Amount:

$47,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:

PNC Real Estate Finance
1600 Market Street, 30th Floor
Philadelphia, PA 19103
Attention: Andrew White
Telecopier: (215) 585-5806
Telephone: (215) 585-6123

[Signatures Continued on Following Page]

[Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement]

SUNTRUST BANK

By: /s/ Blake K. Thompson________________________
    ---------------------------------------------
Name: Blake K. Thompson
Title: Vice President

Commitment Amount:

$32,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:

Mail Code ALX 2608
8330 Boone Blvd.
8th Floor
Vienna, VA 22182-3871
Attention: John Wendler
Telecopier: (703) 442-1570
Telephone: (703) 442-1563

[Signatures Continued on Following Page]

[Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement]

ALLIED IRISH BANKS, P.L.C.

By: /s/ Kathryn E. Murdoch_______________________
    ---------------------------------------------
Name: Kathryn E. Murdoch
Title: Vice President

By: /s/ Brian Deegan_____________________________
Name: Brian Deegan
Title: Assistant Vice President

Commitment Amount:

$20,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:

Allied Irish Banks, p.l.c.
405 Park Avenue
10th Floor
New York, NY 10022
Attention: Kathryn Murdoch
Telecopier: (212) 515-6710
Telephone: (212) 515-6811

[Signatures Continued on Following Page]

[Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement]

LASALLE BANK NATIONAL ASSOCIATION

By: /s/ Stephen J. Shockey
    -------------------------------------------------
Name: Stephen J. Schockey
Title: First Vice President

Commitment Amount:

$20,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:

135 South LaSalle Street
Suite 1225
Chicago, Illinois 60603
Attention: Stephen Shockey
Telecopier: (312) 904-6691
Telephone: (312) 904-7096

[Signatures Continued on Following Page]

[Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement]

SOCIETE GENERALE

By: /s/ C. H. Butterworth
    ----------------------------------------------
Name: C. H. Butterworth
Title: Director

Commitment Amount:

$20,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:

Trammell Crow Center
2001 Ross Avenue
Suite 4900
Dallas, TX 75201
Attn: Chuck Butterworth
Telecopier: (214) 979-2740
Telephone: (214) 979-2779

[Signatures Continued on Following Page]

[Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement]

UNION BANK OF CALIFORNIA N.A.

By: /s/ Lawrence Andow
    ------------------------------------------
Name: Lawrence Andow
Title: Vice President

Commitment Amount:

$20,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:

[Signatures Continued on Following Page]

[Signature Page to Third Amendment to Sixth Amended and Restated Credit Agreement]

WESTDEUTSCHE IMMOBILIENBANK

By: /s/ Armin Gemmerich__________________________
Name: Armin Bemmerich
Title: Executive Director


By: /s/ Martin Stevenger_________________________
Name: Martin Stevenger
Title: Senior Manager

Commitment Amount:

$20,000,000.00

Lending Office (all Types of Advances) and
Address for Notices:

Grosse Bieiche 46
55131 Mainz
Germany
Attention: Martin Stevener
Telecopier: 1 6131 9280 7308
Telephone: 1 6131 9280 7426

[End of Signatures]

Loan No. 5593ZMA
EXHIBIT A

TRANSFER AUTHORIZER DESIGNATION
(For Disbursement of Loan Proceeds by Funds Transfer)

|_| NEW |X| REPLACE PREVIOUS DESIGNATION |_| ADD |_| CHANGE |_| DELETE LINE NUMBER _____

The following representatives of CBL & Associates Limited Partnership ("Borrower") are authorized to request the disbursement of [Revolving Advances][Swingline Loans] and initiate funds transfers for Loan Number 5593ZMA dated February ___, 2006 between Wells Fargo Bank, National Association ("Agent"), the lenders party thereto and Borrower. Agent is authorized to rely on this Transfer Authorizer Designation until it has received a new Transfer Authorizer Designation signed by Borrower, even in the event that any or all of the foregoing information may have changed.

                                   Name                                         Title                           Maximum Wire
                                                                                                                   Amount
-----------------------------------------------------------------------------------------------------------------------------------
 1.           Charles B. Lebovitz                             Chairman of the Board and                   $476,000,000
                                                              Chief Executive Officer
-----------------------------------------------------------------------------------------------------------------------------------
 2.           John N. Foy                                     Vice   Chairman   of  the   Board,   Chief  $476,000,000
                                                              Financial Officer and Treasurer
-----------------------------------------------------------------------------------------------------------------------------------
 3.           Charles A. Willett, Jr.                         Senior Vice President                       $476,000,000
-----------------------------------------------------------------------------------------------------------------------------------
 4.
-----------------------------------------------------------------------------------------------------------------------------------
 5.
-----------------------------------------------------------------------------------------------------------------------------------


1.
---------------------------------------------------------------------------------------------------------------------
Transfer Funds to (Receiving Party Account Name):
CBL & Associates Limited Partnership
---------------------------------------------------------------------------------------------------------------------
Receiving Party Account Number:
4441630
--------------------------------------------------------------------------- -----------------------------------------
Receiving Bank Name, City and State:                                        Receiving Bank Routing (ABA) Number
First Tennessee Bank, N.A., Memphis, TN                                     084000026
--------------------------------------------------------------------------- -----------------------------------------
Maximum Transfer Amount:
$476,000,000
---------------------------------------------------------------------------------------------------------------------
Further Credit Information/Instructions:
Attention:  Zelma Pack at (423) 757-4249
---------------------------------------------------------------------------------------------------------------------
2.
---------------------------------------------------------------------------------------------------------------------
Transfer Funds to (Receiving Party Account Name):
---------------------------------------------------------------------------------------------------------------------
Receiving Party Account Number:
-------------------------------------------------------------------------------- ------------------------------------
Receiving Bank Name, City and State:                                             Receiving Bank Routing (ABA) Number
-------------------------------------------------------------------------------- ------------------------------------
Maximum Transfer Amount:
---------------------------------------------------------------------------------------------------------------------
Further Credit Information/Instructions:
---------------------------------------------------------------------------------------------------------------------

3.
---------------------------------------------------------------------------------------------------------------------
Transfer Funds to (Receiving Party Account Name):
---------------------------------------------------------------------------------------------------------------------
Receiving Party Account Number:
---------------------------------------------------------------------------------------------------------------------
Receiving Bank Name, City and State:                                             Receiving Bank Routing (ABA) Number
--------------------------------------------------------------------------- -----------------------------------------
Maximum Transfer Amount:
---------------------------------------------------------------------------------------------------------------------
Further Credit Information/Instructions:
---------------------------------------------------------------------------------------------------------------------
(1) Maximum Wire Amount may not exceed the Loan Amount.

Date: _____________________________

"BORROWER"

CBL & ASSOCIATES LIMITED PARTNERSHIP, a
Delaware limited partnership

By: CBL Holding I, Inc., a Delaware corporation,
its sole general partner

By:_____________________________________
Name:___________________________________
Title:__________________________________

(CORPORATE SEAL)

Exhibit 10.19.3

SECOND AMENDMENT
TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT

THIS SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED LOAN AGREEMENT (this "Amendment") is made and entered into as of this 11th day of July, 2005, but effective as of the 1st day of April, 2005, by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (hereinafter referred to as "Borrower"), and SUNTRUST BANK, a Georgia banking corporation (the "Bank").

WITNESSETH:

WHEREAS, Borrower and Bank entered into that certain Third Amended and Restated Loan Agreement dated as of September 24, 2003 (the "Original Loan Agreement"), pursuant to which the Bank agreed to extend to Borrower a loan on a credit revolving basis (the "Loan") not to exceed the principal sum of Ten Million and No/100 Dollars ($10,000,000) at any one time outstanding;

WHEREAS, Borrower and Bank previously amended the Original Loan Agreement pursuant to that certain First Amendment to the Third Amended and Restated Loan Agreement (the "First Amendment") by, inter alia, extending the Termination Date by one (1) year; and

WHEREAS, Borrower and Bank again desire to extend the Maturity Date for the Loan by extending the Termination Date by one (1) year;

NOW THEREFORE, for and in consideration of the premises, for Ten and No/100 Dollars ($10.00) in hand paid by the parties to each other, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by Borrower and Bank, Borrower and Bank do hereby covenant and agree as follows:

1. Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Credit Agreement.

2. Termination Date. The definition of Termination Date contained in the Loan Agreement, as previously amended by the First Amendment, is hereby deleted and in lieu thereof the following definition shall be inserted and added to replace the same:

"Termination Date" means April 1, 2007, or such later date to which such date may be extended in accordance with Section 11.12."

3. Conditions Precedent. Subject to the other terms and conditions hereof, this Amendment shall not become effective until the Agent shall have received each of

the following instruments, documents or agreements, each in form and substance satisfactory to the Agent:

(a) Counterparts this Amendment duly executed and delivered by Borrower and Bank;

(b) a certificate of Secretary of CBL Holdings I, Inc. dated as of the date hereof certifying (i) that the Certificate of Incorporation and By-laws of CBL Holdings I, Inc. have not been modified; (ii) that the Partnership Agreement and Certificate of Limited Partnership of Borrower and Guarantor have not been modified since June 15, 2005;
(iii) that attached thereto is a true and complete copy of Resolutions adopted by the Executive Committee Board of Directors of CBL Holdings I, Inc., authorizing the execution and delivery on behalf of Borrower and Guarantor of this Amendment and the other instruments, documents or agreements executed and delivered by or on behalf of Borrower and/or Guarantor in connection herewith remain in full force and effect (all such instruments, documents or agreements executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc., Borrower and/or Guarantor are hereinafter collectively referred to as the "Borrower Amendment Documents"); and (iv) as to the incumbency and genuineness of the signatures of the officers of CBL Holdings I, Inc. executing the Borrower Amendment Documents to which Borrower and/or Guarantor is a party;

(c) a certificate of the Secretary of CBL & Associates Properties, Inc. dated as of the date hereof certifying (i) that the Certificate of Incorporation and By-laws of CBL & Associates Properties, Inc. have not been modified since June 15, 2005; (ii) that copy Resolutions adopted by the Executive Committee Board of Directors of CBL & Associates Properties, Inc. authorizing the execution and delivery on behalf of CBL & Associates Properties, Inc. of this Amendment and the other instruments, documents or agreements executed and delivered by CBL & Associates Properties, Inc. in connection herewith (all such instruments, documents or agreement executed and delivered in connection herewith by or on behalf of CBL Holdings I, Inc., Borrower may or any Subpartnership are hereinafter collectively referred to as the "Properties Amendment Documents"); and (iii) as to the incumbency and genuineness of the signatures of the offices of CBL & Associates Properties, Inc. executing the Properties Amendment Documents to which CBL & Associates Properties, Inc. is a party;

(d) the opinions of Borrower's in-house counsel addressed to the Bank and satisfactory in form and substance to the Bank, covering such matters relating to the transaction contemplated by this Amendment as the Bank may reasonably request.

Upon fulfillment of the foregoing conditions precedent, this Amendment shall become effective as of the date hereof.

4. Representations and Warranties; No Default. Borrower hereby represents and warrants to the Bank that:

(a) all of Borrower's representations and warranties contained in the Loan Agreement and the other Loan Documents, except for those representations and warranties which by their terms date specific only to a stated date, are true and correct on and as of the date of Borrower's execution of this Amendment;

(b) no Default or Event of Default has occurred and is continuing as of such date under any Loan Document;

(c) Borrower has the power and authority to enter into this Amendment and to perform all of its obligations hereunder;

(d) the execution, delivery and performance of this Amendment by Borrower has been duly authorized by all necessary corporate, partnership or other action;

(e) the execution and delivery of this Amendment and performance thereof by Borrower does not and will not violate the Partnership Agreements or other organizational documents of Borrower or the Certificate of Incorporation, By-laws or other organizational documents of CBL Holdings I, Inc. and does not and will not violate or conflict with any law, order, writ, injunction, or decree of any court, administrative agency or other governmental authority applicable to Borrower or their respective properties; and

(f) this Amendment, the Guarantor consent, and all other documents executed in connection herewith, constitute legal, valid and binding obligations of the parties thereto, in accordance with the respective terms thereof, subject to bankruptcy, insolvency and similar laws of general application affecting the rights and remedies of creditors and, which respect to the availability of remedies of specific enforcement, subject to the discretion of the court before which any proceeding therefor may be brought.

5. Expenses. Borrower agrees to pay, immediately upon demand by the Bank, all reasonable costs, expenses, fees and other charges and expenses actually incurred by the Bank in connection with the negotiation, preparation, execution and delivery of this Amendment and the Amendment Documents.

6. Defaults Hereunder. The breach of any representation, warranty or covenant contained herein or in any document executed in connection herewith, or the failure to observe or comply with any term or agreement contained herein shall constitute a Default or Event of Default under the Loan Agreement (subject to any applicable cure period set forth in the Loan Agreement) and the Bank shall be entitled to exercise all rights and remedies they may have under the Loan Agreement, any other documents executed in connection therewith and applicable law.

7. References. All references in the Loan Agreement and the Loan Documents to the Loan Agreement shall hereafter be deemed to be references to the Loan Agreement as amended hereby and as the same may hereafter be amended from time to time.

8. Limitation of Agreement. Except as especially set forth herein, this Amendment shall not be deemed to waive, amend or modify any term or condition of the Loan Agreement, each of which is hereby ratified and reaffirmed and which shall remain in full force and effect, nor to serve as a consent to any matter prohibited by the terms and conditions thereof.

9. Counterparts. To facilitate execution, this Amendment may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signature thereon and thereafter attached to another counterpart identical thereto having attached to it additional signature pages.

10. Further Assurances. Borrower agrees to take such further action as the Bank shall reasonably request in connection herewith to evidence the amendments herein contained to the Loan Agreement.

11. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto.

12. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Georgia, without reference to principles of conflicts of law.

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Third Amended and Restated Loan Agreement to be executed by their authorized officers all as of the day and year first above written.

BORROWER:

CBL & ASSOCIATES LIMITED PARTNERSHIP

By: CBL Holdings I, Inc., its sole general partner

By:        /s/ John N. Foy
    -------------------------
      Name:         John N. Foy
   Title:  Vice Chairman and
           Chief Financial Officer

[ SIGNATURE PAGES CONTINUE ON NEXT PAGE ]
[SIGNATURE PAGE TO THE SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED LOAN AGREEMENT DATED AS OF SEPTEMBER 24, 2003]

SUNTRUST BANK, a Georgia Banking Corporation

By:     /s/ W. John Wendler
    ------------------------------------------------
      Name: W. John Wendler
           -----------------------------------------
      Title:  Senior Vice President
             -------------------------------

[SIGNATURE PAGE TO THE SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED LOAN AGREEMENT DATED AS OF SEPTEMBER 24, 2003]

CONSENT OF PARENT AND GUARANTOR

Cool Springs Crossing Limited Partnership, a Tennessee limited partnership ("Guarantor") and CBL & Associates Properties, Inc., a Delaware corporation ("Parent") hereby consents to and approves the Borrower's execution of the foregoing Second Amendment to Third Amended and Restated Loan Agreement by and between SunTrust Bank and CBL & Associates Limited Partnership.

GUARANTOR:

COOL SPRINGS CROSSING LIMITED PARTNERSHIP
a Tennessee limited partnership
By: CBL & Associates Limited Partnership, a Delaware
Limited partnership and its general partner
By: CBL Holdings I, Inc., a Delaware Corporation and its
sole general partner of CBL & Associates Limited
Partnership

By:     /s/ John N. Foy
   --------------------------------------------------------
Name:  John N. Foy
Title:   Vice Chairman and Chief Financial Officer

PARENT:

CBL & ASSOCIATES PROPERTIES, INC.

By:     /s/ John N. Foy
   --------------------------------------------------------
Name:  John N. Foy
Title:   Vice Chairman and Chief Financial Officer

Exhibit 10.20.4

AMENDED AND RESTATED LOAN AGREEMENT

(This Amended and Restated Loan Agreement amends, restates, and replaces that certain Amended and Restated Loan Agreement dated as of March 9, 2005 between the undersigned Borrower, Lakeshore, Lakes Mall and the Bank.)

THIS AMENDED AND RESTATED LOAN AGREEMENT ("Loan Agreement") is made as of December 16th, 2005 by and between CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership, whose address is CBL Center, Suite 500, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee 37421-6000 ("Borrower"), and LAKESHORE/SEBRING LIMITED PARTNERSHIP, a Florida limited partnership, whose address is the same as the Borrower's described above ("Lakeshore") and THE LAKES MALL, LLC, a Michigan limited liability company whose address is the same as the Borrower's described above ("Lakes Mall"), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the statutes of the United States of America, with a principal office at 701 Market Street, Chattanooga, Tennessee 37402 (hereinafter referred to as the "Bank").

Recitals of Fact

Borrower has requested that the Bank commit to make loans and advances to it, and to Lakeshore and to Lakes Mall, for the benefit of Borrower, on a revolving credit basis in an amount not to exceed at any one time outstanding the aggregate principal sum of One Hundred Million Dollars ($100,000,000.00) for the purpose of providing working capital for pre-development expenses, development costs, equity investments, repayment of existing indebtedness, certain distributions to limited partners (as allowed herein), letters of credit and construction and for general corporate purposes. The Bank has agreed to make certain portions of such loans and advances on the terms and conditions herein set forth. Manufacturers and Traders Trust Company, Compass Bank, Amsouth Bank of Tennessee and Branch Banking and Trust Company, all as participants in the Loan have previously agreed to make certain portions of such loan and advances on the terms and conditions previously set forth and now on the terms and conditions herein set forth.

This Loan Agreement is currently being amended to: (a) change certain definitions to conform to definitions being used by Wells Fargo in its loan documents with the Borrower; and (b) to decrease the interest rate.

NOW, THEREFORE, incorporating the Recitals of Fact set forth above and in consideration of the mutual agreements herein contained, the parties agree as follows:

AGREEMENTS

SECTION 1: DEFINITIONS AND ACCOUNTING TERMS

1.1 Certain Defined Terms. For the purposes of this Loan Agreement, the following terms shall have the following meanings (such meanings to be applicable equally to both the singular and plural forms of such terms) unless the context otherwise requires:

"Adjusted Asset Value" means, as of a given date, the sum of: (a)(i) EBITDA attributable to malls, power centers and all other assets for the fiscal quarter most recently ended times (ii) 4; divided by (iii) 7.25%. In determining Adjusted Asset Value (i) EBITDA attributable to real estate properties acquired during such fiscal quarter, and EBITDA attributable to Properties development of which was completed during such fiscal quarter, shall be disregarded, (ii) EBITDA attributable to any Property which is currently under development shall be excluded, (iii) with respect to any Subsidiary that is not a Wholly Owned Subsidiary, only the Borrower's Ownership Share of the EBITDA attributable to such Subsidiary shall be used when determining Adjusted Asset Value, and (iv) EBITDA shall be attributed to malls and power centers based on the ratio of (x) revenues less property operating expenses (to be determined exclusive of interest expense, depreciation and general and administrative expenses) of malls and power centers to (y) total revenues less total property operating expenses (similarly determined), such revenues and expenses to be determined on a quarterly basis in a manner consistent with the Parent's method of reporting of segment information in the notes to its financial statements for the fiscal quarter ended September 30, 2004 as filed with the Securities and Exchange Commission, and otherwise in a manner reasonably acceptable to the Bank. In addition, in the case of any operating Property acquired in the immediately preceding period of eighteen (18) consecutive months for a purchase price indicative of a capitalization rate of less than 7.25%, EBITDA attributable to such Property shall be excluded from the determination of Adjusted Asset Value, if that particular operating Property is valued in Parent's financial statement at its purchase price.

"Adjusted Loan Amount" means the lesser of (a) 75% of the Appraised Value the real estate and improvements described in the Mortgages (excluding the Lakes Mall Mortgage), plus 67.5% of the value of the real estate and improvements described in the Lakes Mall Mortgage; or (c) the Permanent Loan Estimate of all Collateral Properties; or (c) $100,000,000.00.

"Affiliate" means as to any Person, any other Person which, directly or indirectly, owns or controls, on an aggregate basis including all beneficial ownership and ownership or control as a trustee, guardian or other fiduciary, at least ten percent (10%) of the outstanding shares of Capital Stock or other ownership interest having ordinary voting power to elect a majority of the board of directors or other governing body (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have contingency) of such Person or at least ten percent (10%) of the partnership or other ownership interest of such Person; or which controls, is controlled by or is under common control with such Person. For the purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, a pension fund, university or other endowment funds, mutual fund investment company or similar fund having a passive investment intent owning such a ten percent (10%) or greater interest in a Person shall not be deemed an Affiliate of such Person unless such pension, mutual, endowment or similar fund either (i) owns fifty percent (50%) or more of the Capital Stock or other ownership interest in such Person, or (ii) has the right or power to select one or more members of such Person's board of directors or other governing body.

"Agreement Date" means the date as of which this Loan Agreement is dated.

"Applicable Law" means, in respect of any Person, all provisions of statutes, rules, regulations and orders of any governmental authority applicable to such Person, and all orders and decrees of all courts and arbitrators in proceedings or actions in which the person in question is a party.

"Bank's Proportionate Share" means the Bank's undivided participating interest in the Loan which shall be equal to Twenty Five Million and NO/100 Dollars ($25,000,000.00).

"Base Rate" means the base commercial rate of interest established from time to time by Bank. The Base Rate existing as of the date hereof is seven percent (7.00%) per annum.

"Borrower" has the meaning set forth in the introductory paragraph hereof and shall include the Borrower's successors and permitted assigns.

"Borrowing Base" is the limitation on the aggregate Revolving Credit Loan indebtedness which may be outstanding at any time during the term of this Loan Agreement. The Borrowing Base will normally be calculated each July 1, January 1, April 1 and October 1 but shall be subject to recalculation upon the occurrence of any extraordinary event, such as the addition or release of any collateral, or an extraordinary event that materially affects the value of any collateral. The Borrowing Base will be an amount not to exceed the Adjusted Loan Amount.

"Borrowing Base Certificate" means a report certified by the controller or chief financial officer or Senior Vice President of the Borrower, setting forth the calculations required to establish the Borrowing Base as of a specified date, all in form and detail reasonably satisfactory to Bank.

"Business Day" means a banking business day of the Bank and which is also a day on which dealings are carried on in the interbank eurodollar market.

"Capital Stock" shall mean, as to any Person, any and all shares, interests, warrants, participations or other equivalents (however designated) of corporate stock of such Person.

"CBL Holdings I" means CBL Holdings I, Inc., a Delaware corporation and the sole general partner of Borrower, and shall include CBL Holdings It's successors and permitted assigns.

"CBL Holdings II" means CBL Holdings II, Inc., a Delaware corporation and a limited partner of Borrower, and shall include CBL Holdings, its successors and permitted assigns.

"CBL & Associates Management, Inc." means CBL & Associates Management, Inc., a Delaware corporation, and shall include CBL & Associates Management, Inc.'s successors and permitted assigns.

"CBL Mortgage" means the mortgages and/or deeds of trust with security agreements and assignments of rents and leases and related amendments executed by Borrower, Walnut Square Associates Limited Partnership, Lakeshore/Sebring Limited Partnership, Vicksburg Mall Associates, Ltd., The Lakes Mall, LLC and Towne Mall and/or any other entity related to or owned by Borrower and/or Parent and/or CBL Holdings I in favor of Bank covering their interest in the properties described in Exhibit "A," attached hereto and made a part hereof.

"Closing Date" means the date of this Loan Agreement set out in the first paragraph of this Loan Agreement.

"Collateral Document" means any Guaranty, the CBL Mortgage, any security deed, mortgage, deed of trust, assignment of leases and rents, any property management contract assignments, and any other security agreement, financing statement, or other document, instrument or agreement creating, evidencing or perfecting the Bank's Liens in any of the Collateral.

"Collateral Property" means the property described in the CBL Mortgage.

"Credit Agreement" means the Credit Agreement dated as of July 28, 1994 and as amended by amendments dated as of May 5, 1995, July 5, 1995 and subsequent amendments among the Borrower, Wells Fargo and others.

"Debt Service" means, with respect to a Person and for a given period, the sum of the following:

(a) such Person's Interest Expense for such period; (b) regularly scheduled principal payments on Indebtedness of such Person made during such period, other than any balloon, bullet or similar principal payment payable on any Indebtedness of such Person which repays such Indebtedness in full; and (c) such Person's Ownership Share of the amount of any payments of the type described in the immediately preceding clause (b) of Unconsolidated Affiliates of such Person.

"Default Rate" means the rate of interest described in the Note, which shall accrue at the Bank's option after the occurrence of an Event of Default which remains uncured after any applicable grace period.

"EBITDA" means, for any period, net income (loss) of the Parent and its Subsidiaries determined on a consolidated basis for such period excluding the following amounts (but only to the extent included in determining net income
(loss) for such period and without duplication):

(a) depreciation and amortization expense and other non-cash charges for such period less depreciation and amortization expense allocable to minority interest in Subsidiaries of the Borrower for such period;

(b) interest expense for such period less interest expense allocable to minority interest in Subsidiaries of the Borrower for such period;

(c) minority interest in earnings of the Borrower for such period;

(d) extraordinary and nonrecurring net gains or losses (other than gains or losses from the sale of outparcels of Properties) for such period and expense relating to the extinquishments of Indebtedness for such period;

(e) net gains or losses on the disposal of discontinued operations for such period;

(f) expenses incurred during such period with respect to any real estate project abandoned by the Parent or any Subsidiary in such period;

(g) income tax expense in respect of such period;

(h) the Parent's Ownership Share of depreciation and amortization expense and other non-cash charges of Unconsolidated Affiliates of the Parent for such period; and

(i) the Parent's Ownership Share of interest expense of Unconsolidated Affiliates of the Parent for such period; and; and

(j) non-cash impairment charges as defined by Financial Accounting Standards Board (FASB) Statement 144 Accounting for the Impairment or Disposal of Long-Lived Assets.

"Effective Date," which definition is used and only applies within
Section 7.12 hereof, means the date the Credit Agreement became effective in accordance with Section 4.1 thereof.

"Environmental Laws" means all applicable local, state or federal laws, rules or regulations pertaining to environmental regulation, contamination or cleanup, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976 or any state lien or superlien or environmental cleanup statutes all as amended from time to time.

"Equity Interest" means, with respect to any Person, any share of Capital Stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of Capital Stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of Capital Stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, whether or not certificated and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

"Equity Issuance" means any issuance or sale by a Person of any Equity Interest.

"Event of Default" has the meaning assigned to that phrase in Section 8.

"Extension of Credit" means, with respect to a Person, any of the following, whether secured or unsecured: (a) loans to such Person, including without limitation, lines of credit and mortgage loans; (b) bonds, debentures, notes and similar instruments issued by such Person; (c) reimbursement obligations of such Person under or in respect of any letter of credit; and (d) any of the foregoing of other Persons, the payment of which such Person Guaranteed or is otherwise recourse to such Person.

"Funds from Operations" means, as to any period, on a consolidated basis, an amount equal to (a) income (loss) from operations of Borrower, Parent and their respective Subsidiaries for such period, plus (b) depreciation and amortization from consolidated and unconsolidated property, plus depreciation and amortization from property included in discontinued operation, plus (c) to the extent not included in clause (a) above, gain (loss) on the sales of outparcels made in the ordinary course of business, minus (d) Minority investors share of depreciation and amortization of certain property, minus (e) Minority investors share of income from certain property, minus (f) depreciation and amortization from non-real estate property, plus (g) income from operations of Unconsolidated Affiliates and discontinued operations determined in each case in accordance with GAAP. Adjustments for Unconsolidated Affiliates will be calculated to reflect funds from operations on the same basis.

"GAAP" means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity, including without limitation, the Securities and Exchange Commission, as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

"Gross Asset Value" means, at a given time, the sum (without duplication) of the following:

(a) Adjusted Asset Value at such time;

(b) all cash and cash equivalents of the Parent and its Subsidiaries determined on a consolidated basis as of the end of the fiscal quarter most recently ended (excluding tenant deposits and other cash and cash equivalents the disposition of which is restricted in any way (other than restrictions in the nature of early withdrawal penalties));

(c) with respect to any Property which is under construction or the development of which was completed during the fiscal quarter most recently ended, the book value of construction in process as determined in accordance with GAAP for all such Properties at such time (including without duplication the Parent's Ownership Share of all construction in process of Unconsolidated Affiliates of the Parent);

(d) the book value of all unimproved real property of the Parent and its Subsidiaries determined on a consolidated basis;

(e) the purchase price paid by the Parent or any Subsidiary (less any amounts paid to the Parent or such Subsidiary as a purchase price adjustment, held in escrow, retained as a contingency reserve, or other similar arrangements) as required to be disclosed in a consolidated balance sheet (including the notes thereto) of the Parent for:

(i) any Property (other than a property under development) acquired by the Parent or such Subsidiary during the Parent's fiscal quarter most recently ended; and

(ii) any operating Property acquired in the immediately preceding period of eighteen (18) consecutive months for a purchase price indicative of a capitalization rate of less than 7.25%; provided, that if the Parent or a Subsidiary acquired such Property together with other Properties or other assets and paid an aggregate purchase price for such Properties and other assets, then the Parent shall allocate the portion of the aggregate purchase price attributable to such Property in a manner consistent with reasonable accounting practices; provided further in no event shall the aggregate of value of such operating Properties included in the Gross Asset Value pursuant to this clause (e)(ii) exceed $2,000,000,000.00;

(f) with respect to any purchase obligation, repurchase obligation or forward commitment evidenced by a binding contract included when determining the Total Liabilities of the Parent and its Subsidiaries, the reasonably determined value of any amount that would be payable, or property that would be transferable, to the Parent or any Subsidiary if such contract were terminated as of such date; and

(g) to the extent not included in the immediately preceding clauses
(a) through (f), the value of any real property owned by a Subsidiary (that is not a Wholly Owned Subsidiary) of the Borrower or an Unconsolidated Affiliate of the Borrower (such Subsidiary or Unconsolidated Affiliate being a "JV") and which property secures Recourse Indebtedness of such JV. For purposes of this clause (g):

(x) the value of such real property shall be the lesser of (A) the Permanent Loan Estimate which would be applicable to such real property were such property a Collateral Property and (B) the amount of Recourse Indebtedness secured by such real property;

(y) in no event shall the aggregate value of such real property included in Gross Asset Value pursuant to this clause (g) exceed $500,000,000.00; and

(z) the value of any such real property shall only be included in Gross Asset Value if the organizational documents of such JV provide that if, and to the extent, such Indebtedness is paid by the Borrower or a Subsidiary of the Borrower or by resort to such real property, then the Borrower or a Subsidiary of the Borrower shall automatically acquire, without the necessity of any further payment or action, all Equity Interests in such JV not owned by the Borrower or any Subsidiary.

"Guaranty", "Guaranteed" or to "Guarantee" as applied to any obligation means and includes (a) a guaranty (other than by endorsement of negotiable instruments for collection in the ordinary course of business), directly or indirectly, in any manner, of any part or all of such obligation, or (b) an agreement, direct or indirect, contingent or otherwise, and whether or not constituting a guaranty, the practical effect of which is to assure the payment or performance (or payment of damages in the event of nonperformance) of any part or all of such obligation.

"Hazardous Substances" shall mean and include all hazardous and toxic substances, wastes or materials, any pollutants or contaminants (including, without limitation, asbestos and raw materials which include hazardous constituents), or any other similar substances or materials which are included under or regulated by any applicable Environmental Laws.

"Indebtedness" means, with respect to a Person, at the time of computation thereof, all of the following (without duplication):

(a) all obligations of such Person in respect of money borrowed;

(b) all obligations of such Person (other than trade debt incurred in the ordinary course of business), whether or not for money borrowed:

(i) represented by notes payable, or drafts accepted, in each case representing extensions of credit,

(ii) evidenced by bonds, debentures, notes or similar instruments, or

(iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property;

(c) capitalized lease obligations of such Person;

(d) all reimbursement obligations of such Person under or in respect of any letters of credit or acceptances (whether or not the same have been presented for payment); and

(e) all Indebtedness of other Persons which (i) such Person has guaranteed or is otherwise recourse to such Person or (ii) is secured by a Lien on any property of such Person.

"Interest Expense" means, with respect to a Person and for any period,

(a) the total interest expense (including, without limitation, interest expense attributable to capitalized lease obligations) of such Person and in any event shall include all letter of credit fees amortized as interest expense and all interest expense with respect to any Indebtedness in respect of which such Person is wholly or partially liable whether pursuant to any repayment, interest carry, performance Guarantee or otherwise, plus

(b) to the extent not already included in the foregoing clause (a) such Person's Ownership Share of all paid or accrued interest expense for such period of Unconsolidated Affiliates of such Person.

Interest Expense allocable to minority interest in Subsidiaries of the Borrower shall be excluded from Interest Expense of the Parent and its Subsidiaries when determined on a consolidated basis.

"Investment" means, with respect to any Person, any acquisition or investment (whether or not of a controlling interest) by such Person, whether by means of (a) the purchase or other acquisition of any Equity Interest in another Person, (b) a loan, advance or extension of credit to, capital contribution to, Guaranty of Indebtedness of, or purchase or other acquisition of any Indebtedness of, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute the business or a division or operating unit of another Person. Any commitment or option to make an Investment in any other Person shall constitute an Investment. Except as expressly provided otherwise, for purposes of determining compliance with any covenant contained in a Loan Document, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

"Lakeshore Note" means the promissory note from Lakeshore in the original principal sum of $34,600,000.00 payable to the order of Wells Fargo, later assigned by Wells Fargo to Shopping Center Finance Corp., and later assigned by Shopping Center Finance Corp. to the Bank, such Promissory Note being now for the principal sum of $20,400,000.00, as amended, renewed, or replaced from time to time, but it does not include the Renewal of Promissory Note dated December 6, 1994 to be effective April 1, 1994.

"Lakeshore Mortgage" means the Florida Mortgage from Lakeshore/Sebring Limited Partnership in favor of Wells Fargo later assigned to Shopping Center Finance Corp. and subsequently assigned to the Bank, as amended from time to time.

"Lakes Mall Note" means the promissory note from Lakes Mall in the original principal sum of $38,100,000.00 payable to U.S. Bank National Association later assigned on March 18, 2002 to Mortgage Holdings, LLC and later assigned to the Bank, as amended from time to time.

"Lakes Mall Mortgage" means the Michigan Mortgage from Lakes Mall in favor of U.S. Bank National Association later assigned on March 18, 2002 to Mortgage Holdings, LLC and later assigned to the Bank, as amended from time to time.

"Letter of Credit Documents" means, with respect to any letter of credit issued in connection with the Loan, collectively, any application therefor, any certificate or other document presented in connection with a drawing under such letter of credit and any other agreement, instrument or other document governing or providing for (a) the rights and obligations of the parties concerned or at risk with respect to such letter of credit or (b) any collateral security for any of such obligations.

"LIBOR Rate" means the London Interbank Offered Rates as established from time to time and published in The Wall Street Journal, Money Rates Section which, unless otherwise specified herein or in the Note, is a one (1) month LIBOR Rate.

"Lien" as applied to the property of any Person means: (a) any security interest, encumbrance, mortgage, deed to secure debt, deed of trust, assignment of leases and rents, pledge, lien, charge or lease constituting a capitalized lease obligation, conditional sale or other title retention agreement, or other security title or encumbrance of any kind in respect of any property of such Person, or upon the income, rents or profits therefrom; (b) any arrangement, express or implied, under which any property of such Person is transferred, sequestered or otherwise identified for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to the payment of the general, unsecured creditors of such Person; (c) the filing of any financing statement under the UCC or its equivalent in any jurisdiction; and (d) any agreement by such Person to grant, give or otherwise convey any of the foregoing.

"Loan" means the Revolving Credit Loan from the Bank to the Borrower.

"Loan Agreement" means this Loan Agreement between the Borrower, Lakeshore, Lakes Mall and the Bank, and any modifications, amendments, or replacements thereof, in whole or in part.

"Loan Document" means this Loan Agreement, each Note, each Collateral Document, each Letter of Credit Document and each other document or instrument now or hereafter executed and delivered by a Loan Party or the Parent in connection with, pursuant to or relating to this Loan Agreement.

"Loan Party" means Borrower, Parent, and each other Person who guarantees all or a portion of the Loan and/or who pledges any Collateral to secure all or a portion of the Loan.

"Maximum Rate" means the maximum variable contract rate of interest which the Bank may lawfully charge under applicable statutes and laws from time to time in effect.

"Mortgages" or "Mortgage" means a mortgage, deed of trust, deed to secure debt or similar security instrument made or to be made by a Person owning real estate or an interest in real estate granting a Lien on such real estate or interest in real estate as security for the payment of indebtedness.

"Net Operating Income" means, for any Collateral Property and for the period of twelve (12) consecutive calendar months most recently ending, the sum of the following (without duplication):

(a) rents and all other revenues received in the ordinary course from such Property (including proceeds of rent loss insurance but excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants' obligations for rent); minus

(b) all expenses paid related to the ownership, operation or maintenance of such Property, including without limitation, taxes and assessments, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses and marketing expenses; minus

(c) an amount equal to (i) the aggregate square footage of all owned space of such Property times (ii) $0.20; minus

(d) an imputed management fee in the amount of three percent (3.0%) of the aggregate base rents and percentage rents received for such Property for such period.

"Net Proceeds" means with respect to an Equity Issuance by a Person, the aggregate amount of all cash received by such Person in respect of such Equity Issuance net of investment banking fees, legal fees, accountants fees, underwriting discounts and commissions and other customary fees and expenses actually incurred by such Person in connection with such Equity Issuance.

"Newly Acquired Property" means Property acquired by Borrower, Parent and/or their respective Subsidiaries during any fiscal quarter for which compliance with financial covenants is being tested.

"Nonrecourse Indebtedness" means, with respect to a Person, an Extension of Credit or other Indebtedness in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, and other similar customary exceptions to recourse liability) is contractually limited to specific assets of such Person encumbered by a Lien securing such Extension of Credit or other Indebtedness.
"Note" or "Notes" means the revolving credit notes executed by the Borrower to the Bank in the original principal sums of Fifteen Million Dollars ($15,000,000.00) (the "$15,000,000.00 Note"), of Twenty Six Million Five Hundred Thousand and No/100 Dollars ($26,500,000.00) (the "$26,500,000.00 Note"), respectively, the Lakeshore Note and the Lakes Mall Note, as such note or notes may be modified, renewed or extended from time to time; and any other note or notes executed at any time to evidence the indebtedness under this Loan Agreement, in whole or in part, and any renewals, modifications and extensions thereof, in whole or in part.

"Off-Balance Sheet Liabilities" means liabilities and obligations of the Parent, the Borrower, any Subsidiary or any other Person in respect of "off-balance sheet arrangements" (as defined in the SEC Off-Balance Sheet Rules) which the Parent would be required to disclose in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of the Parent's report on Form 10-Q or Form 10-K (or their equivalents) which the Parent would be required to file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor). As used in this definition, the term "SEC Off-Balance Sheet Rules" means the Disclosure in Management's Discussion and Analysis About Off-Balance Sheet Arrangements, Securities Act Release No. 33-8182,68 Fed. Reg. 5982 (Feb. 5, 2003) (to be codified at 17 CFR pts. 228, 229 and 249).

"Ownership Share" means, with respect to any Subsidiary of a Person (other than a Wholly Owned Subsidiary) or any Unconsolidated Affiliate of a Person, the greater of (a) such Person's relative nominal direct and indirect ownership interest (expressed as a percentage) in such Subsidiary or Unconsolidated Affiliate or (b) subject to compliance with Section 9.4 of the Credit Agreement, such Person's relative direct and indirect economic interest (calculated as a percentage) in such Subsidiary or Unconsolidated Affiliate determined in accordance with the applicable provisions of the declaration of trust, articles or certificate of incorporation, articles of organization, partnership agreement, joint venture agreement or other applicable organizational document of such Subsidiary or Unconsolidated Affiliate.

"Parent" means CBL & Associates Properties, Inc., a Delaware corporation and a qualified public REIT and formerly until March 31, 1997 the sole general partner of Borrower and shall include the Parent's successors and permitted assigns.

"Participant" means each of the following to the extent each of the following owns an interest in the Loan pursuant to the Participation Agreement:
Compass Bank, AmSouth Bank, Branch Banking and Trust Company and Manufacturers and Traders Trust Company, their respective successors and assigns, and any other participants in the Loan.

"Participant's Proportionate Share (AmSouth)" means AmSouth Bank's (or any successor to such bank's interest in the Loan) undivided participating interest in the Loan and the letters of credit issued hereunder which, as of the date of this Loan Agreement, shall be equal to Twenty Five Million and NO/100 Dollars ($25,000,000.00) divided by One Hundred Million Dollars ($100,000,000.00).

"Participant's Proportionate Share (BB&T)" means Branch Banking and Trust Company's (or any successor to such bank's interest in the Loan) undivided participating interest in the Loan and the letters of credit issued hereunder which, as of the date of this Loan Agreement, shall be equal to Fifteen Million Dollars ($15,000,000.00) divided by One Hundred Million Dollars ($100,000,000.00).

"Participant's Proportionate Share (Compass)" means Compass Bank's, (or any successor to such bank's interest in the Loan) undivided participating interest in the Loan and the letters of credit issued hereunder which, as of the date of this Loan Agreement, shall be equal to Fifteen Million and NO/100 Dollars ($15,000,000.00) divided by One Hundred Million Dollars ($100,000,000.00).

"Participant's Proportionate Share (M&T)" means Manufacturers and Traders Trust Company (or any successor to such bank's interest in the Loan) undivided participating interest in the Loan and the letters of credit issued hereunder which, as of the date of this Loan Agreement, shall be equal to Twenty Million and NO/100 Dollars ($20,000,000.00) divided by One Hundred Million Dollars ($100,000,000.00).

"Participants' Proportionate Share" means Participant's Proportionate Share (M&T), Participant's Proportionate Share (Compass), Participant's Proportionate Share (AmSouth) and Participant's Proportionate Share (BB&T), as such proportionate shares may change from time to time pursuant to the Participation Agreement.

"Participation Agreement" means that certain Participation Agreement entered into of even date herewith among Bank, M&T, Compass Bank, AmSouth Bank of Tennessee and Branch Banking and Trust Company and/or any other participants in the Loan, as amended from time to time.

"Permanent Loan Estimate" means, as of any date of determination and with respect to any Collateral Property, an amount equal to (a) the Net Operating Income of such Collateral Property divided by (b) the product of (i) 1.25 and (ii) the mortgage constant for a 25-year loan bearing interest at a per annum rate equal to the average rate published in the United States Federal Reserve Statistical Release (1-1.15) for 10-year Treasury Constant Maturities during the previous four fiscal quarters plus 1.5%.

"Permitted Encumbrances" shall mean and include:

(a) liens for taxes, assessments or similar governmental charges not in default or being contested in good faith by appropriate proceedings;

(a) workmen's, vendors', mechanics' and materialmen's liens and other liens imposed by law incurred in the ordinary course of business, and easements and encumbrances which are not substantial in character or amount and do not materially detract from the value or interfere with the intended use of the properties subject thereto and affected thereby;

(b) liens in respect of pledges or deposits under social security laws, worker's compensation laws, unemployment insurance or similar legislation and in respect of pledges or deposits to secure bids, tenders, contracts (other than contracts for the payment of money), leases or statutory obligations;

(c) any liens and security interests specifically listed and described in Exhibit "B" hereto attached or in any exhibit describing permitted exceptions and attached to any CBL Mortgage;

(d) such other liens and encumbrances to which Bank shall consent in writing; and

(e) leases, licenses, rental agreements or other agreements for use and occupancy of the subject property.

"Person" means an individual, corporation, partnership, limited liability company, association, trust or unincorporated organization, or a government or any agency or political subdivision thereof

"Project" or "Projects," which definition is used and only applies within Section 7.12 hereof, means the real estate projects owned by Borrower, a Wholly Owned Subsidiary or, to the extent approved by the Bank, any other Person. "Project" shall also mean any one of the Projects.

"Property" or "Properties" means a parcel (or group of related parcels) of real property developed (or to be developed) for use as regional mall or retail strip shopping center and any interest in any kind of property or asset, whether real, personal or mixed, tangible or intangible..

"Recourse Indebtedness" means any Indebtedness other than Nonrecourse Indebtedness.

"Related Entities" or "Related Entity" means any entity which executed a promissory note, guaranty or mortgage, deed of trust, deed to secure debt or any other collateral or security documents in connection with or as a part of the Loan.

"Revolving Credit Advances" means advances of principal on the Revolving Credit Loan by the Bank under the terms of this Loan Agreement to the Borrower during the term of the Revolving Credit Loan pursuant to Section 3.1.

"Revolving Credit Loan" means the aggregate of the Borrower's, Lakeshore's and Lakes Mall's indebtedness to the Bank pursuant to Section 2 of this Loan Agreement.

"Subsidiary" or "Subsidiaries" means, for any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (without regard to the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

"Tangible Net Worth" means, as of a given date, the stockholders' equity of the Parent and its Subsidiaries determined on a consolidated basis plus (x) increases in accumulated depreciation accrued after September 30, 2004 and (y) minority interests in the Borrower minus (to the extent reflected in determining stockholders' equity of the Parent and its Subsidiaries): (a) the amount of any write-up in the book value of any assets contained in any balance sheet resulting from revaluation thereof or any write-up in excess of the cost of such assets acquired, and (b) all amounts appearing on the assets side of any such balance sheet for assets which would be classified as intangible assets under GAAP, all determined on a consolidated basis.

"Termination Date of Revolving Credit Loan" shall mean the earlier of
(a) June 1, 2007, or in the event that the Bank and Borrower shall hereafter mutually agree in writing that the Revolving Credit Loan and the Bank's commitment hereunder shall be extended to another date, such other date mutually agreed upon between Bank and Borrower to which the Bank's commitment shall have been extended, or (b) the date as of which Borrower shall have terminated the Bank's commitment under the provisions of Section 2.5 hereof.

"Total Liabilities" means, as to any Person as of a given date, all liabilities which would, in conformity with GAAP, be properly classified as a liability on a consolidated balance sheet of such Person as of such date, and in any event shall include (without duplication and whether or not a liability under GAAP) all of the following:

(a) all letter of credits of such Person;

(b) all purchase and repurchase obligations and forward commitments evidenced by binding contracts, including forward equity commitments and contracts to purchase real property, reasonably determined to be owing under any such contract assuming such contract were terminated as of such date;

(c) all quantifiable contingent obligations of such Person including, without limitation, all Guarantees of Indebtedness by such Person and exposure under swap agreements;

(d) all Off-Balance Sheet Liabilities of such Person and the Ownership Share of the Off-Balance Sheet Liabilities of Unconsolidated Affiliates of such Person;

(e) all Indebtedness of Subsidiaries of such Person, provided that Indebtedness of a Subsidiary that is not a Wholly Owned Subsidiary shall be included in Total Liabilities only to the extent of the Borrower's Ownership Share of such Subsidiary (unless the Borrower or a Wholly Owned Subsidiary of the Borrower is otherwise obligated in respect of such Indebtedness); and

(f) such Person's Ownership Share of the Indebtedness of any Unconsolidated Affiliate of such Person. For purposes of this definition:

(1) Total Liabilities shall not include Indebtedness with respect to letters of credit if, and to the extent, such letters of credit are issued

(i) to secure obligations to municipalities to perform work in connection with construction of projects, such exclusion under this clause (i) to be to the extent there are reserves for such obligations under the construction loan for the applicable project;

(ii) in support of permanent loan commitments, in lieu of a deposit;

(iii) as a credit enhancement for Indebtedness incurred by an Subsidiary of Borrower, but only to the extent such Indebtedness is already included in Total Liabilities; or

(iv) as a credit enhancement for Indebtedness incurred by a Person which is not an Affiliate of Borrower, such exclusion under this clause (iv) to be to the extent of the value of any collateral provided by such Person to secure such letter of credit.

(2) obligations under short-term repurchase agreements entered into as part of a cash management program shall not be included as Total Liabilities;

(3) all items included in line item "Accounts Payable and Accrued Liabilities" under the category of "Liabilities and Shareholder's Equity" in the Consolidated Balance Sheets included in the Parent's Form 10-Q or Form 10-K (or their equivalent) filed with the Securities and Exchange Commission (or any Governmental Authority substituted therefor) shall not be included as Total Liabilities.

"Towne Mall Mortgage" means the Ohio Mortgage from Towne Mall in favor of the Bank, as amended from time to time.

"UCC" means the Uniform Commercial Code as in effect in any applicable jurisdiction.

"Unconsolidated Affiliate" means, with respect to any Person, any other Person in whom such Person holds an Investment, which Investment is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such Person on the consolidated financial statements of such Person.

"Wells Fargo" means Wells Fargo Realty Advisors Funding, Incorporated, a Colorado corporation.

"Wholly Owned Subsidiary" means any Subsidiary of a Person in respect of which all of the equity securities or other ownership interests (other than, in the case of a corporation, directors' qualifying shares) are at the time directly or indirectly owned or controlled by such Person or one or more other Subsidiaries of such Person or by such Person and one or more other Subsidiaries of such Person.

1.2 Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements required to be delivered from time to time pursuant to Section 6.5 hereof.

SECTION 2: COMMITMENT; FUNDING AND TERMS OF REVOLVING CREDIT LOAN

2.1 The Commitment. Subject to the terms and conditions herein set out, Bank agrees and commits to make loan advances to and issue letters of credit for the account of the Borrower, Lakeshore and Lakes Mall from time to time, from the Closing Date until the Termination Date of Revolving Credit Loan, in an aggregate principal amount of the loan advances and the face amount of any letters of credit not to exceed, at any one time outstanding, the lesser of (a) One Hundred Million Dollars ($100,000,000.00); or (b) the Borrower's Borrowing Base, as defined in Section 1.

2.2 Funding the Loan. Each loan advance hereunder shall be made upon the written request of the Borrower to the Bank, specifying the date and amount and intended use thereof. All advances hereunder, whether under any of the Notes, shall be made by depositing the same to the checking account of Borrower at the Bank or other methods acceptable to Borrower and Bank. LAKESHORE ACKNOWLEDGES AND AGREES THAT NO ADVANCES SHALL BE MADE DIRECTLY TO LAKESHORE EXCEPT UPON THE EXPRESS WRITTEN CONSENT OF THE BORROWER RECEIVED BY THE BANK PRIOR TO THE ADVANCE BEING MADE. LAKES MALL ACKNOWLEDGES AND AGREES THAT NO ADVANCES SHALL BE MADE DIRECTLY TO LAKES MALL EXCEPT UPON THE EXPRESS WRITTEN CONSENT OF THE BORROWER RECEIVED BY THE BANK PRIOR TO THE ADVANCE BEING MADE.

2.3 The Note and Interest. The Revolving Credit Loan shall be evidenced by two
(2) promissory notes of the Borrower, one (1) promissory note of Lakeshore and one (1) promissory note of Lakes Mall, each payable to the order of the Bank in the aggregate principal amount of One Hundred Million Dollars ($100,000,000.00), in form substantially the same as the copy of the Notes, attached hereto as Exhibit "C." The entire principal amount of the Loan shall be due and payable on the Termination Date of Revolving Credit Loan. The unpaid principal balances of the Revolving Credit Loan shall bear interest from the Closing Date on disbursed and unpaid principal balances (calculated on the basis of a year of 365 or 366 days as is appropriate) at a rate per annum as specified in the Note. Said interest shall be payable monthly on the first day of each month after the Closing Date, commencing April 1, 2005. The Bank shall mail to the Borrower a billing notice at least ten (10) days prior thereto setting forth the payment amount next due, but any failure to send such notice shall not relieve the Borrower, Lakeshore or Lakes Mall of the obligation to pay accrued interest. The final installment of interest, together with the entire outstanding principal balance of the Revolving Credit Loan, shall be due and payable on the Termination Date of Revolving Credit Loan. The first selection of the one (1) month, three (3) months, six (6) months or, if funds are available in the interbank eurodollar market, twelve (12) months LIBOR Rate shall be made by the Borrower, Lakeshore and Lakes Mall (but the rate selected by Lakeshore and Lakes Mall must always be the same as the rate selected by the Borrower) on or prior to the date of the Note and each selection thereafter shall be made at least twenty four (24) hours prior to the end of the then applicable interest rate period. Neither the Borrower, Lakeshore nor Lakes Mall may ever select a rate period which exceeds the Termination Date of the Revolving Credit Loan. In the event funding at the LIBOR Rate is not available as a matter of law, funding to the extent allowed hereunder shall be at the Base Rate minus one and one half percent (1 1/2%).

2.4 Commitment Fee/Servicing Fee. On the prior Closing Date (March 9, 2005), the Borrower, Lakeshore and Lakes Mall paid to the Bank (in addition to the commitment fees it has previously paid) an additional commitment/extension fee of Two Hundred Thousand and NO/100 Dollars ($200,000.00). In addition to the commitment/extension fee, on each November 2 hereafter, the Borrower shall pay to the Bank a servicing fee in the amount of Thirty Six Thousand and NO/100 Dollars ($36,000.00) for the Bank's services in connection with administering the Loan participation with the Participants. The servicing fee shall belong solely to the Bank and the Participants shall have no interest therein. Borrower , Lakeshore and Lakes Mall agree that the commitment fees and servicing fee are fair and reasonable considering the condition of the money market, the creditworthiness of Borrower, the interest rate to be paid, and the nature of the security for the Loan.

2.5 Borrowings under, Prepayments or Termination of the Revolving Credit Loan. The Borrower may, at its option, from time to time, subject to the terms and conditions of this Loan Agreement, without penalty, borrow, repay and reborrow amounts under the Notes, and principal payments received shall be applied by the Bank to the Notes all in such order and amounts as the Bank deems appropriate in its sole discretion. Neither the Borrower nor Lakeshore shall be permitted to borrow, repay and reborrow up to the principal amounts of the Lakeshore Note unless documentary stamps tax and intangibles tax, required by law to be paid, has been paid on the amounts readvanced and unless the Bank has a first in priority mortgage on the Florida property owned by Lakeshore securing the Lakeshore Note. Neither the Borrower nor Lakes Mall shall be permitted to borrow, repay and reborrow up to the principal amounts of the Lakes Mall Note unless documentary stamps tax and intangibles tax, required by law to be paid, has been paid on the amounts readvanced and unless the Bank has a first in priority mortgage on the Michigan property owned by Lakes Mall securing the Lakes Mall Note.

By notice to the Bank in writing, Borrower shall be entitled to terminate the Bank's commitment to make further advances on the Revolving Credit Loan; and provided that the Revolving Credit Loan and all interest and all other obligations of Borrower to Bank arising hereunder shall have been paid in full, Bank shall thereupon at Borrower's request release its security interest in all of Borrower's Property securing the Revolving Credit Loan.

2.6 Substitution of Collateral. Upon the Bank's prior written approval, the Borrower may substitute collateral originally provided for the Revolving Credit Loan for collateral of equal value but such substituted collateral must be acceptable to the Bank and the acceptance thereof is solely within the discretion of the Bank.

2.7 Cap On Loan. Notwithstanding anything contained in this Loan Agreement to the contrary, if the Borrower does not have outstanding the sum of Thirty Five Million Four Hundred Thousand Dollars ($35,400,000.00) evidenced by the Lakeshore Note and the $15,000,000.00 Note secured by the Lakeshore Mortgage at all times while the Loan is outstanding, the Loan shall be capped at Sixty Four Million Six Hundred Thousand Dollars ($64,600,000.00).

2.8 Secondary Financing by Parent Parent was formerly the general partner of the Borrower. It is also a real estate investment trust. In the event Parent does any additional offering of its securities, if required by the Bank, it will

apply no less than 75% net of expenses of the monies received from such offering for the benefit of the Borrower and will not use that percentage of funds so received to capitalize or otherwise fund any other new partnerships or entities that are not affiliates of the Borrower or Lakeshore or Lakes Mall.

2.9 Issuance of Letters of Credit. To the extent that letters of credit are requested by the Borrower to be issued in connection with the Loan, the Borrower agrees to execute and deliver to the Bank any documents reasonably requested by the Bank related to the issuance of the letters of credit, including but not limited to the Bank's standard form of reimbursement agreement. The letters of credit shall not have an expiry date beyond the maturity date of the Notes. Subject to compliance with the other terms and provisions of this Loan Agreement, up to Twenty Million Dollars ($20,000,000.00) of the Loan may be used for issuance of letters of credit for any purpose acceptable to the Bank. While the face amount of the letters of credit shall be counted against availability under the Loan as described in Section 2.1, such amounts shall only be deemed actual Loan advances when the letter of credit is drawn upon.

SECTION 3: REQUIRED PAYMENTS, PLACE OF PAYMENT, ETC.

3.1 Required Repayments. In the event that the outstanding aggregate principal balance of the Revolving Credit Loan including outstanding letters of credit, shall at any time exceed the Borrowing Base, upon discovery of the existence of such excess borrowings, the Borrower shall, within one hundred twenty (120) days from the date of such discovery, make a principal payment which will reduce the outstanding principal balance of the Revolving Credit Loan to an amount which does not exceed the Borrowing Base and/or at Borrower's option provide the Bank with additional collateral for the Revolving Credit Loan of a value and type reasonably satisfactory to the Bank which additional collateral shall be at a minimum sufficient to secure the then outstanding balance of the Loan (after credit for any principal reduction payment received from Borrower, if any), and if Borrower intends to request additional advances under the Loan, the additional collateral shall include collateral, deemed sufficient in the Bank's discretion, to secure the One Hundred Million Dollars ($100,000,000.00) credit line limitation, thereafter permitting Borrower to obtain additional advances in the manner and to the extent provided under the terms of this Loan Agreement.

In addition and during such one hundred twenty (120) day period or until the principal payment or satisfactory collateral is received, whichever is less, the Borrower will not make any additional requests for advances under the Revolving Credit Loan. Once calculated, the Borrowing Base shall remain effective until the next Borrowing Base calculation date as provided in Section 1 of this Loan Agreement.

3.2 Place of Payments. All payments of principal and interest on the Revolving Credit Loan and all payments of fees required hereunder shall be made to the Bank, at its address listed in Section 9.2 of this Loan Agreement in immediately available funds.

3.3 Payment on Non-Business Days. Whenever any payment of principal, interest or fees to be made on the indebtednesses evidenced by the Note shall fall due on a Saturday, Sunday or public holiday under the laws of the State of Tennessee, such payment shall be made on the next succeeding Business Day.

SECTION 4: CONDITIONS OF LENDING

4.1 Conditions Precedent to Closing and Funding Initial Advance. The obligation of the Bank to fund the initial Revolving Credit Loan Advance after the date of this Loan Agreement is subject to the condition precedent that the Bank shall have received, on or before the Closing Date, all of the following in form and substance satisfactory to the Bank:

(a) This Loan Agreement.

(b) The Notes.

(c) The CBL Mortgage, together with a title commitment from a title insurance company acceptable to the Bank, providing for the issuance of a mortgagee's loan policy insuring the lien of the CBL Mortgage, in form, substance and amount satisfactory to the Bank, containing no exceptions which are unacceptable to the Bank, and containing such endorsements as the Bank may require.

(d) Current financial statements of the Borrower in form satisfactory to the Bank.

(e) Copies of the limited partnership agreements, certificates of limited partnership, charters, bylaws, articles of organization and operating agreements for all Loan Parties and Related Entities (which the Bank acknowledges it has previously received), and all amendments thereto, and current certificates of existence and certificates of authority for all Loan Parties and Related Entities.

(f) Copies of corporate resolutions of Borrower's general partner, and all Loan Parties and Related Entities.

(g) The opinion of counsel for all Loan Parties and Related Entities, that the transactions herein contemplated have been duly authorized by all requisite corporate, partnership and/or limited liability company authority, that this Loan Agreement and the other instruments and documents herein referred to have been duly authorized, validly executed and are in full force and effect, and pertaining to such other matters as the Bank may require.

(h) A certificate from an insurance company, satisfactory to Bank, setting forth the information concerning insurance which is required by Section 6.3 of this Loan Agreement; or, if the Bank shall so require, certified copies of the original insurance policies evidencing such insurance, all of which the Bank acknowledges it has previously received.

(i) Environmental audits of the properties described in the CBL Mortgage.

(j) Surveys of the property subject to the CBL Mortgage, indicating the location of all building lines, easements (visible, reflected in the public records or otherwise) and any existing improvements or encroachments, which surveys shall contain no set of facts objectionable to the Bank and shall be accompanied by the Bank's usual survey certificate.

(k) Copies of the appraisals of the real estate described in Exhibit "A" attached hereto.

(l) The Guaranty Agreements of the Borrower guarantying the indebtedness evidenced by the Lakeshore Note and the Lakes Mall Note and of Parent guarantying the Loan (the "Guaranty Agreements").

(m) All the items and information shown on the Checklist for Closing, a copy of which is attached hereto and marked Exhibit "D".

4.2 Conditions Precedent to All Revolving Credit Loan Advances. The obligation of the Bank to make Revolving Credit Advances pursuant hereto (including the initial advance at the Closing Date) shall be subject to the following additional conditions precedent:

(a) The Borrower shall have furnished to the Bank, a written request stating the amount of Revolving Credit Advance requested together with the intended use of the advance.

(b) The Borrower and all Related Entities shall not be in default of any of the terms and provisions hereof or of any instrument or document now or at any time hereafter evidencing or securing all or any part of the Revolving Credit Loan indebtednesses.

(c) Each of the Warranties and Representations of the Borrower, Lakeshore and Lakes Mall, as set out in Section 5 hereof shall remain true and correct in all material respects as of the date of such Loan advance.

(d) Each Guaranty Agreement shall be and remain in full force and effect.

(e) Within forty-five (45) days after each July 1, January 1, April 1 and October 1, Borrower shall furnish to the Bank a Non-Default Certificate executed by a duly authorized officer of Borrower, in the form of Exhibit "E" attached hereto.

(f) If required by the Bank, the Borrower shall have furnished to the Bank an updated and current title report with respect to the property or properties covered by any CBL Mortgage held by the Bank. If any lien shall have been placed on the property subsequent to the date of this Loan Agreement or the applicable CBL Mortgage, other than liens in favor of the Bank, no additional advances shall be made.

SECTION 5: REPRESENTATIONS AND WARRANTIES

Borrower, Lakeshore and Lakes Mall represent and warrant that:

5.1 Partnership/Limited Liability Company Status. The Borrower is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware; it has the power and authority to own its properties and assets and is duly qualified to carry on its business in every jurisdiction wherein such qualification is necessary. Lakeshore is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Florida; it has the authority to own its properties and assets and is duly qualified to carry on its business in every jurisdiction wherein such qualification is necessary. Lakeshore is a wholly owned subsidiary of the Borrower. Lakes Mall is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Michigan; it has

the authority to own its properties and assets and is duly qualified to carry on its business in every jurisdiction wherein such qualification is necessary. Lakes Mall is a ninety percent (90%) owned subsidiary of the Borrower. Walnut Square Associate Limited Partnership is a wholly owned subsidiary of the Borrower. Towne Mall is a wholly owned subsidiary of the Borrower. Vicksburg Mall Associates, Ltd. is a wholly owned subsidiary of the Borrower.

5.2 Power and Authority. The execution, delivery and performance of the Loan Agreement, the Notes, the CBL Mortgage and the other loan and collateral documents executed pursuant hereto by the Borrower and all Related Entities have been duly authorized by all requisite action and, to the best of Borrower's, Lakeshore's and Lakes Mall's knowledge, will not violate any provision of law, any order of any court or other agency of government, the limited partnership agreements, charter, bylaws or limited liability company agreements of the Borrower, Lakeshore, Lakes Mall, or any Related Entity, any provision of any indenture, agreement or other instrument to which Borrower, Lakeshore, Lakes Mall, or any Related Entity is a party, or by which Borrower's, Lakeshore's, Lakes Mall's and all Related Entities' respective properties or assets are bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of Borrower, Lakeshore, Lakes Mall, or any Related Entities, except for liens and other encumbrances provided for and securing the indebtedness covered by this Loan Agreement.

5.3 Financial Condition.

(a) (i) Parent and Borrower's consolidated balance sheets (which includes Lakeshore and Lakes Mall) for the fiscal year ended as of December 31, 2004, and the related consolidated statements of operations and Consolidated statements of cash flows for the year then ended filed with the SEC in the Forms 10-Q and 10-K, and (ii) the unaudited interim consolidated balance sheet of Borrower, Lakeshore and Lakes Mall for September 30, 2005 and the related consolidated statements of operations and consolidated statements of cash flows for the period then ended, a copy of each of which has been furnished to the Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and fairly present the financial condition of Parent, Borrower, Lakeshore and Lakes Mall as at the date of said balance sheets and the results of its operations for said periods and as of the date of closing of this Loan Agreement and related transactions, respectively. All such financial statements have been prepared in accordance with GAAP applied on a consistent basis maintained through the period involved.

(b) Since September 30, 2005, there has been no substantial adverse change in the business, properties, condition (financial or otherwise), or results of operations of Borrower, Lakeshore and/or Lakes Mall.

(c) (i) The audited balance sheet of Parent for the fiscal year ended on December 31, 2004, the unaudited balance sheet of Parent for the period ended September 30, 2005, and the related statements of operations and of cash flows for the year ended 2004 and the period ended September 30, 2005, a copy of which has been furnished to the Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and fairly present

the financial condition of Parent as at the date of said balance sheets and the results of its operations for said periods and as of the date of closing of this Loan Agreement and related transactions, respectively. All such financial statements have been prepared in accordance with GAAP applied on a consistent basis maintained through the period involved.

(d) Since September 30, 2005, there has been no substantial adverse change in the business, properties, condition (financial or otherwise), or results of operations of Parent.

(e) The warranties and representations made in this Section 5.3 are and were made as of the date of this Loan Agreement and any violation thereof shall be determined as of that date.

5.4 Title to Assets. Borrower and all Related Entities have good and marketable title to all its properties and assets reflected on the most recent balance sheet furnished to Bank subject to the Permitted Encumbrances with respect to the properties described in the CBL Mortgages and subject to all encumbrances, whether of record or not, with respect to all other properties.

5.5 Litigation. There is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending, or, to the knowledge of the Borrower, Lakeshore and Lakes Mall threatened against or affecting Borrower or any Related Entity, or any properties or rights of Borrower or any Related Entities, which, if adversely determined, would materially adversely affect the financial or any other condition of Borrower or any Related Entity except as set forth in Exhibit "F" attached hereto.

5.6 Taxes. Borrower, Lakeshore and Lakes Mall have filed or caused to be filed all federal, state or local tax returns which are required to be filed, and has paid all taxes as shown on said returns or on any assessment received by it, to the extent that such taxes have become due, except as otherwise permitted by the provisions hereof.

5.7 Contracts or Restrictions. In Borrower's, Lakeshore's and Lakes Mall's opinions, Borrower, Lakeshore, Lakes Mall and the Related Entities are not a party to any agreement or instrument or subject to any partnership agreement or limited liability company or corporate restrictions adversely affecting its business, properties or assets, operations or condition (financial or otherwise) other than this Loan Agreement, other bank loan or property partnership agreements that contain certain restrictive covenants or other agreements entered into in the ordinary course of business.

5.8 No Default. No Event of Default (as defined herein) has occurred and not been waived under any agreement or instrument to which it is a party beyond the expiration of any applicable notice and cure period, which default if not cured would materially and substantially affect the financial condition, property or operations of the Borrower or any Related Entity. For the purposes of this Paragraph 5.8, monetary defaults specifically excepted under the provisions of Paragraph 8.2 (which excludes non-recourse debt) below shall not be deemed material defaults.

5.9 Patents and Trademarks. Borrower and all Related Entities possess all necessary patents, trademarks, trade names, copyrights, and licenses necessary to the conduct of its businesses.

5.10 ERISA. To the best of Borrower's, Lakeshore's and Lakes Mall's knowledge and belief, Borrower, Lakeshore, Lakes Mall and all Related Entities are in compliance with all applicable provisions of the Employees Retirement Income Security Act of 1974 ("ERISA") and all other laws, state or federal, applicable to any employees' retirement plan maintained or established by it.

5.11 Hazardous Substances. To the best knowledge of Borrower, Lakeshore and Lakes Mall, no Hazardous Substances are unlawfully located on or have been unlawfully stored, processed or disposed of on or unlawfully released or discharged (including ground water contamination) from any property owned by Borrower, Lakeshore, Lakes Mall and/or any Related Entity which is encumbered by the CBL Mortgage and no above or underground storage tanks exist unlawfully on such property. No private or governmental lien or judicial or administrative notice or action related to Hazardous Substances or other environmental matters has been filed against any property which, if adversely determined, would materially adversely affect the business, operations or the financial condition of Borrower, Lakeshore, Lakes Mall and/or any Related Entity except as set forth in Exhibit "F" attached hereto.

5.12 Ownership of Borrower. As of the date hereof, CBL Holdings I owns an approximate 1.648% general partner interest in the Borrower and CBL Holdings II owns a 53.358% limited partner interest in the Borrower. As of the date hereof, Parent does not own a direct interest in Borrower; however, it owns 100% of the stock of CBL Holdings I and CBL Holdings II. As of the date hereof, Parent and its affiliates, officers and key employees own an approximate 15.68% limited partner interest in the Borrower. As of the date hereof, CBL & Associates Management, Inc. owns no interest in the Borrower. As of the date hereof, Richard E. Jacobs Group, Inc. owns an approximate 21.41% limited partner interest in the Borrower and other investors own an approximate 8.93% limited partner interest in the Borrower The Borrower has no other general partners. As of the date hereof the Borrower and its Affiliates own 100% of the partnership interests in Walnut Square Associates Limited Partnership, Lakeshore, Towne Mall and Vicksburg Mall Associates, Ltd. and 90% of the limited liability company interests of Lakes Mall.

5.13 Outstanding Balance on Lakeshore Note. As of the date hereof, the outstanding unpaid principal balance of the Lakeshore Note is $20,400,000.00 and the undisbursed amount of the Lakeshore Note is $-0- and no defenses or offsets exist against the holder of the Lakeshore Note or otherwise.

5.14 Outstanding Balance on Lakes Mall Note. As of the date hereof, the outstanding unpaid principal balance of the Lakes Mall Note is $3,735,000.00 and the undisbursed amount of the Lakes Mall Note is $25,565,000.00 and no defenses or offsets exist against the holder of the Lakes Mall Note or otherwise.

5.15 Outstanding Balance on $15,000,000 Note. As of the date hereof, the outstanding unpaid principal balance of the $15,000,000.00 Note is $- 0- and the undisbursed amount of the $15,000,000.00 Note is $15,000,000.00 and no defenses or offsets exist against the holder of the $15,000,000.00 Note or otherwise.

5.16 Outstanding Balance on $26,500,000 Note. As of the date hereof, the outstanding unpaid principal balance of the $26,500,000.00 Note is $-0- and the undisbursed amount of the $26,500,000.00 Note is $26,500,000.00 and no defenses or offsets exist against the holder of the $26,500,000.00 Note or otherwise.

5.17 Anti-Terrorism. Neither Parent, Borrower nor any of their Subsidiaries nor any Related Entity is or has been designated, or is owned or controlled by, a "suspected terrorist" as defined in Executive Order 13224, which prohibits transactions with terrorists and terrorist organizations.

SECTION 6: AFFIRMATIVE COVENANTS OF BORROWER, LAKESHORE AND LAKES MALL

Borrower, Lakeshore and Lakes Mall covenant and agree that from the date hereof and until payment in full of the principal of and interest on indebtednesses evidenced by the Notes, unless the Bank shall otherwise consent in writing, such consent to be at the discretion of the Bank, Borrower, Lakeshore and Lakes Mall will and will cause all Related Entities to:

6.1 Business and Existence. Perform all things necessary to preserve and keep in full force and effect its existence, rights and franchises, comply with all laws applicable to it and continue to conduct and operate its business in a sound and prudent manner.

6.2 Maintain Property. Maintain, preserve, and protect all leases, franchises, and trade names and preserve all of its properties used or useful in the conduct of its business in a sound and prudent manner, keep the same in good repair, working order and condition, ordinary wear and tear excepted, and from time to time make, or cause to be made, all needed and proper repairs, renewals, replacements, betterments and improvements thereto so that the business carried on in connection therewith may be properly conducted at all times.

(a) With respect to all of the Property which serves as collateral for the Loan, at all times maintain in some company or companies (having a Best's rating of A:XI or better) approved by Bank:

(i) Comprehensive public liability insurance covering claims for bodily injury, death, and property damage, with minimum limits satisfactory to the Bank, but in any event not less than those amounts customarily maintained by companies in the same or substantially similar business;

(ii) Business interruption insurance and/or loss of rents insurance in a minimum amount specified by Bank, with loss payable clause in favor of Bank;

(iii) Hazard insurance insuring all the Property which serves as collateral for the Loan against loss by fire (with extended coverage) and against such other hazards and perils (including but not limited to loss by windstorm, hail, explosion, riot, aircraft, smoke, vandalism, malicious mischief and vehicle damage) as Bank, in its sole discretion, shall from time to time require, all such insurance to be issued in such form, with such deductible provision, and for such amount as shall be

satisfactory to Bank, with loss payable clause in favor of Bank. The Bank is hereby authorized and empowered, at its option, to adjust or compromise any loss under any such insurance policies and to collect and receive the proceeds from any such policy or policies as provided in the CBL Mortgage; and

(iv) Such other insurance as the Bank may, from time to time, reasonably require by notice in writing to the Borrower, Lakeshore and/or Lakes Mall.

(b) All required insurance policies shall provide for not less than thirty
(30) days' prior written notice to the Bank of any cancellation, termination, or material amendment thereto; and in all such liability insurance policies, Bank shall be named as an additional insured. Each such policy shall, in addition, provide that there shall be no recourse against the Bank for payment of premiums or other amounts with respect thereto. Hazard insurance policies shall contain the agreement of the insurer that any loss thereunder shall be payable to the Bank notwithstanding any action, inaction or breach of representation or warranty by the Borrower or any Related Entity. The Borrower, Lakeshore and Lakes Mall will deliver to Bank original or duplicate policies of such insurance, or satisfactory certificates of insurance, and, as often as Bank may reasonably request, a report of a reputable insurance broker with respect to such insurance. Any insurance proceeds received by Bank shall be applied upon the indebtednesses, liabilities, and obligations of the Borrower, Lakeshore or Lakes Mall to the Bank (whether matured or unmatured) or, at Bank's option, released to the Borrower, Lakeshore or Lakes Mall, as the case might be.

6.4 Obligations, Taxes and Liens. Pay all of its indebtednesses and obligations in accordance with normal terms and practices of its business and pay and discharge or cause to be paid and discharged all taxes, assessments, and governmental charges or levies imposed upon it or upon any of its income and profits, or upon any of its properties, real, personal or mixed, or upon any part thereof, before the same shall become in default, as well as all lawful claims for labor, materials, and supplies which otherwise, if unpaid, might become a lien or charge upon such properties or any part thereof; provided, however, that the Borrower and Related Entities shall not be required to pay and discharge or to cause to be paid and discharged any such indebtedness, obligation, tax, assessment, trade payable, charge, levy or claim so long as the validity thereof shall be contested in good faith by appropriate proceedings satisfactory to Bank, and Bank shall be furnished, if Bank shall so request, bond or other security protecting it against loss in the event that such contest should be adversely determined. In addition, Borrower, Lakeshore and Lakes Mall shall immediately pay, upon the request of the Bank, all mortgage and/or intangible taxes and/or penalties payable to government officials with respect to any CBL Mortgage and/or the Notes or, if Bank has elected to pay same, Borrower, Lakeshore and Lakes Mall shall immediately reimburse Bank therefor upon the request of the Bank; provided, however Borrower, Lakeshore and Lakes Mall shall not be required to pay so long as Borrower, Lakeshore, Lakes Mall or any Related Entity is contesting the tax and/or penalties in good faith and through continuous and appropriate proceedings but Borrower, Lakeshore and Lakes Mall shall be required to reimburse to the extent Bank has made any payment.

6.5 Financial Reports and Other Data. Furnish to the Bank as soon as available:
(a) and in any event within ninety (90) days after the end of each fiscal year

of Borrower, an unqualified audit as of the close of such fiscal year of Borrower, including a consolidated balance sheet and consolidated statements of operations and consolidated statements of cash flows together with the unqualified audit report and opinion of Deloitte & Touche, LP, Certified Public Accountant, or other independent Certified Public Accountant which is widely recognized and of good national repute or which is otherwise acceptable to the Bank, showing the financial condition of Borrower at the close of such year and the results of operations during such year; and, (b) within forty-five (45) days after the end of each fiscal quarter, (i) consolidated financial statements similar to those described above for Borrower and for Parent, not audited but certified by the Chief Executive Officer or the Chief Financial Officer or Controller or a Senior Vice President of Borrower and Parent, as the case may be, such balance sheets to be as of the end of such quarter and such consolidated statements of operations and consolidated statements of cash flows to be for the period from the beginning of said year to the end of such quarter, in each case subject only to audit and year-end adjustment and the preparation of required footnotes; (ii) a Non-Default Certificate in the form prescribed on Exhibit "E" attached hereto and made a part hereof; and (iii) a Borrowing Base Certificate; and, (c) within forty-five (45) days after the end of each fiscal quarter, rent rolls and operating statements related to the properties described in the CBL Mortgage; and, (d) simultaneously with the inclusion of Net Operating Income (loss) from Newly Acquired Property in any financial calculation provided for in this Loan Agreement, certification, in a form acceptable to Bank, of the purchase price for such Newly Acquired Property and a current rent roll and a current income and expense statement, similar to those described above, not audited but certified by the Chief Financial Officer or Controller of Borrower and Parent, as the case may be, such rent roll and statement of income and expense to be for the twelve (12) month period, if available, used in any such calculation and/or to also be for the period from the beginning of said year to the end of such quarter, as the case may be.

6.6 Additional Information. Furnish such other information regarding the operations, business affairs and financial condition of the Borrower and all Related Entities as Bank may reasonably request, including but not limited to written confirmation of requests for loan advances, true and exact copies of its books of account and tax returns, and all information furnished to the owners of its partnership interests, or any governmental authority, and permit the copying of the same, and Bank agrees that such information shall be maintained in strict confidence unless it is publicly available and except that it may be disclosed to any participants in the Loan and their counsel and Bank's counsel. Provided, however, the Borrower, Lakeshore and Lakes Mall shall not be required to divulge the terms of other financing arrangements with other lending institutions if and to the extent Borrower, Lakeshore and/or Lakes Mall is prohibited by contractual agreement with such lending institutions from disclosing such information with the exception that Borrower, Lakeshore and Lakes Mall shall promptly notify Bank in writing of all defaults, if any, which exist beyond any applicable cure periods and the nature thereof, which occur in connection with such financing arrangements and which defaults or defaults would constitute an Event of Default hereunder. Borrower, Lakeshore and Lakes Mall shall not enter into any such contractual arrangement whereby the Borrower or Lakeshore or Lakes Mall is prohibited from disclosing such financial arrangements, without providing Bank with written notice of the nature of such prohibitions. In addition, Borrower, Lakeshore and Lakes Mall shall not enter into any such arrangement while any Event of Default hereunder exists beyond any applicable cure periods.

6.7 Right of Inspection. Permit any person designated by the Bank, at the Bank's expense, to visit and inspect any of the properties, books and financial reports of the Borrower and all Related Entities and to discuss its affairs, finances and accounts with its principal officers, at all such reasonable times and as often as a Bank may reasonably request provided that such inspection shall not unreasonably interfere with the operation and conduct of Borrower's or any Related Entity's properties and business affairs and provided further that such person shall disclose such information only to the Bank, the Bank's appraisers and examiners as required by banking laws, rules and regulations.

6.8 Environmental Laws. Maintain at all times all property described in the CBL Mortgage in compliance with all applicable Environmental Laws, and immediately notify the Bank of any notice, action, lien or other similar action alleging either the location of any Hazardous Substances or the violation of any Environmental Laws with respect to any of such properties.

6.9 Notice of Adverse Change in Assets. At the time of Borrower's, Lakeshore's and/or Lake Mall's first knowledge or notice, immediately notify the Bank of any information that may adversely affect in any material manner the properties of the Borrower and/or any Related Entity which are subject to any CBL Mortgage.

6.10 Appraisals. Upon the Bank's request, but no more frequently than once per every eighteen (18) month period, allow appraisers employed by the Bank to make updated reappraisals of the property or properties described in the CBL Mortgage, at the Borrower's expense.

6.11 Agreements regarding Lakeshore Note and Lakeshore Mortgage. So long as no Event of Default then exists or with notice or lapse of time would exist, upon the request of the Borrower, but in the Bank's discretion, the Bank shall sell to the Borrower and/or the Borrower's designated subsidiary, the Lakeshore Note and/or the Lakeshore Mortgage for the balance due under the Lakeshore Note plus accrued interest. Any such sale would be without recourse, representation and warranty.

6.12 Agreements regarding Lakes Mall Note and Lakes Mall Mortgage. So long as no Event of Default then exists or with notice or lapse of time would exist, upon the request of the Borrower, but in the Bank's discretion, the Bank shall sell to the Borrower and/or the Borrower's designated subsidiary, the Lakes Mall Note and/or the Lakes Mall Mortgage for the balance due under the Lakes Mall Note plus accrued interest. Any such sale would be without recourse, representation and warranty.

6.13 Notice of Event of Default. As soon as practicable, and in any event within two (2) Business Days after a senior officer of Borrower or any Subsidiary becomes aware of the existence of any condition or event which constitutes a default or Event of Default, the Borrower shall provide telephonic notice to the Bank specifying the nature and period of existence thereof, and, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower is taking or proposes to take with respect thereto.

6.14 REIT. Parent shall at all times maintain its status as a "real estate investment trust" under the Internal Revenue Code.

SECTION 7: NEGATIVE COVENANTS OF BORROWER, LAKESHORE AND LAKES MALL

Borrower, Lakeshore and Lakes Mall covenant and agree that at all times from and after the Closing Date, unless the Bank shall otherwise consent in writing, such consent to be at the discretion of the Bank, Borrower, Lakeshore and Lakes Mall will not, and will not allow any Related Entity, to either directly or indirectly:

7.1 Minimum Tangible Net Worth. Permit Tangible Net Worth at any time to be less than (i) $1,140,494,000.00 plus (ii) 50% of the Net Proceeds of all Equity Issuances effected at any time after the Agreement Date by the Parent, Borrower or any Subsidiaries to any Person other than the Parent or any of its Subsidiaries.

7.2 Ratio of Total Liabilities to Gross Asset Value. Permit the ratio of (i) Total Liabilities of the Parent, Borrower and its Subsidiaries determined on a consolidated basis to (ii) Gross Asset Value of the Parent, Borrower and any Subsidiaries determined on a consolidated basis, to exceed 0.650 to 1.00 at any time.

7.3 Ratio of EBITDA to Interest Expense. Permit the ratio of (i) EBITDA of the Parent, Borrower and the Subsidiaries determined on a consolidated basis for the fiscal quarter most recently ending to (ii) Interest Expense of the Parent and its Subsidiaries determined on a consolidated basis for such period, to be less than 1.750 to 1.00.

7.4 Ratio of EBITDA to Debt Service. Permit the ratio of (i) EBITDA of the Parent, Borrower and the Subsidiaries determined on a consolidated basis for the fiscal quarter most recently ending to (ii) Debt Service of the Parent, Borrower and the Subsidiaries determined on a consolidated basis for such period, to be less than 1.550 to 1.00.

7.5 Indebtedness. Incur, create, assume or permit to exist any indebtedness or liability, secured by any of the properties described in the CBL Mortgage, except, with respect to the Borrower only, for indebtedness, which is subordinate in all respects to the indebtedness evidenced by the Notes which indebtedness does not exceed Five Hundred Thousand Dollars ($500,000.00) in the aggregate per property and is used for renovation, repair or improvement of the property or properties described in the CBL Mortgage.

7.6 Mortgages, Liens, Etc. Create, assume or suffer to exist any mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of the properties subject to the CBL Mortgage except:

(a) Liens in favor of the Bank securing payment of the Notes;

(b) Existing liens securing indebtednesses permitted under Section 7.5 above;

(c) Permitted Encumbrances (as defined at Section 1); and

(d) Liens securing indebtedness permitted under Section 7.5 above.

7.7 Sale of Assets. Sell, lease, convert, transfer or dispose of all or a substantial part of its assets for less than book value or for less than fair market value, or, sell, lease, convert, transfer or dispose of all or a substantial part of its assets, without the Bank's prior written consent, if GAAP book value or fair market value exceeds 20% of the GAAP book value of all of its assets at that time. In other words, the Borrower may sell its assets without the Bank's consent so long as such sale is not more than 20% of the book value of all of its assets and only so long as such sale does not cause the Borrower to be in violation of any covenant in this Loan Agreement.

7.8 Consolidation or Merger; Acquisition of Assets. Enter into any transaction of merger or consolidation, acquire any other business or corporation, or acquire all or substantially all of the property or assets of any other Person unless the Borrower and/or its general partner shall be the surviving entities or the transaction or acquisition is permitted by and effected in accordance with the provisions of Section 7.12(b).

7.9 Partnership Distributions and Other Payments. Except as hereinafter provided, declare or pay, or set apart any funds for the payment of, any distributions on any partnership, limited liability or corporate interest in Borrower or any Related Entity or apply any of its funds, properties, or assets to or set apart any funds, properties or assets for, the purchase or other retirement of or make any other distribution (whether by reduction of capital or otherwise) in respect of, any partnership, limited liability or corporate interest in Borrower or any Related Entity; or without the consent of Bank, pay any fee or other compensation of any nature to or for the benefit of CBL Holdings, and/or Parent and/or their affiliates, officers or key employees (the "Distributees"). Notwithstanding anything stated in the foregoing to the contrary, as long as no Event of Default then exists or would exist as a result of the following, (a) Borrower may pay to such Distributees and its other partners quarterly distributions so long as such distributions do not exceed in the aggregate 95% of Funds from Operations and (b) Borrower may pay any fee or other reasonable compensation of any nature to or for the benefit of (i) CBL & Associates Management, Inc., or (ii) any other Distributee, which payment has been made in the ordinary course of business and approved by the independent directors of CBL Holdings. Borrower may make a distribution from Loan proceeds but only once during any rolling twelve (12) month period and provided Borrower is not in default hereunder and such distribution will not create a default hereunder. Notwithstanding anything contained in the foregoing to the contrary, the restriction on distributions shall not preclude the Parent from making the minimum distributions (as that term is used in the Internal Revenue Code) required to maintain REIT status under the Internal Revenue Code.

7.10 Loans to Officers and Employees. Permit or allow loans to officers and employees of Borrower or any Related Entity or holders of partnership interests in Borrower to exceed $500,000.00 in any one instance or $2,000,000.00 in the aggregate, provided that nothing in the foregoing shall be deemed to limit loans made in the ordinary course of business to CBL & Associates Management, Inc..

7.11 Limitations on Actions Against Bank and Participants. Take any action against:

(a) Bank, if any Participant fails or refuses to fund pursuant to the terms of the Participation Agreement to Bank for the benefit of Borrower, Lakeshore and/or Lakes Mall, such Participant's Proportionate Share of the amount the Bank is obligated to advance hereunder and such failure or refusal has not been caused by Bank's breach of this Loan Agreement or the Participation Agreement; or

(b) any Participant, if Bank fails or refuses to fund for the account of Borrower, Lakeshore and/or Lakes Mall any Participant's Proportionate Share of the amount the Bank is obligated to advance hereunder, to the extent such Participant's Proportionate Share has been received by Bank; or

(c) any Participant, if such Participant fails or refuses to fund to Bank for the benefit of Borrower, Lakeshore and/or Lakes Mall, such Participant's Proportionate Share of the amount the Bank is obligated to advance hereunder and such failure or refusal is not a breach of the Participation Agreement; or

(d) any Participant, if Bank fails or refuses to fund for the account of Borrower, Lakeshore and/or Lakes Mall Bank's Proportionate Share. Borrower's, Lakeshore's and Lake Mall's cause of action under this Loan Agreement, if any, for failure to fund being directly against the lender which fails or refuses to fund, and then only if such failure or refusal to fund would constitute a breach of this Loan Agreement or, with respect to the Participants, the Participation Agreement.

7.12     Investment Concentration.

(a)      Borrower shall not make, and shall not permit any of its Subsidiaries
         to make, any Investment in the following items which would cause the
         value of such holdings of Borrower and/or Subsidiaries to exceed the
         following percentages of Borrower's Tangible Net Worth:

(i)      raw land, such that the aggregate book value of all such raw land
         (other than: (A) raw land subject to a ground lease under which
         Borrower is the landlord and a Person not an Affiliate of Borrower is
         the tenant; (B) land on which the development of a Project has
         commenced; (C) land subject to a binding contract of sale under which
         Borrower or one of its Subsidiaries is the seller, the buyer is not an
         Affiliate of Borrower and (D) out-parcels held for lease or sale)
         exceeds ten percent (10%) of Tangible Net Worth;

(ii)     developed real estate used primarily for non-retail purposes, such that
         the aggregate book value of such real estate (other than the real
         estate located at 2030 Hamilton Place Boulevard, Chattanooga, Tennessee
         and a small office building located at Richland Mall in Waco, Texas)
         exceeds ten percent (10%) of Tangible Net Worth;

(iii)    Capital Stock of any Person, such that the aggregate value of such
         Capital Stock in Unconsolidated Affiliates other than CBL & Associates
         Management, Inc., calculated on the basis of the lower of cost or
         market, exceeds ten percent (10%) of Tangible Net Worth;

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(iv)     Mortgages, such that the aggregate principal amount secured by
         Mortgages acquired by Borrower after the Effective Date exceeds ten
         percent (10%) of Tangible Net Worth, except for mortgages held by
         Mortgage Holdings, LLC (on real estate owned by Borrower or any entity
         related to Borrower) for the purpose of avoiding mortgage taxes and
         title charges and mortgages granted upon the sale of assets as more
         particular set out in Borrower's 10k;

(v)      Investments made after the date hereof in partnerships, joint ventures
         and other non-corporate Persons accounted for on an equity basis
         (determined in accordance with GAAP), such that the aggregate
         outstanding amount of such Investments (other than Investments in
         partnerships in which (A) Borrower is the sole general partner and the
         only limited partners are either (i) the Person from whom the real
         estate owned by such partnership was purchased, and such Person's
         successors and assigns or (ii) a Person operating stores which anchor
         the development constructed or to be constructed by such partnership or
         (B) Borrower owns not less than ninety percent (90%) of the partnership
         interests and has the unilateral right to make all operational and
         strategic decisions) exceeds ten percent (10%) of Tangible Net Worth.

(b)      Neither Borrower nor any of its Subsidiaries shall acquire the business
         of all or substantially all of the assets or stock of any Person, or
         any division of any Person, whether through Investment, purchase of
         assets, merger or otherwise; provided that Borrower or its Subsidiaries
         may make such an acquisition so long as Borrower has delivered to Bank,
         not less than thirty (30) days prior to the date such acquisition is
         consummated, (i) all information related to such acquisition as is
         reasonably requested by the Bank and (ii) a certificate, signed by the
         chief financial officer of Borrower, certifying that, giving effect to
         such acquisition, there shall not exist any Default or Event of Default
         hereunder and setting forth in reasonable detail the calculations
         setting forth, on a pro forma basis giving effect such acquisition,
         Borrower's compliance with the loan documents which exist between
         Borrower and Bank.

SECTION 8: EVENTS OF DEFAULT

An "Event of Default" shall exist if any of the following shall occur:

8.1 Payment of Principal, Interest to Bank. The Borrower, Lakeshore and/or Lakes Mall defaults in the payment as and when due of principal or interest on any Note or any fees due under this Loan Agreement which default shall continue for more than ten (10) days following mailing of notice from Bank to Borrower, Lakeshore and/or Lakes Mall thereof; or the Borrower, Lakeshore and/or Lakes Mall defaults in the payment when due of any other recourse indebtednesses, liabilities, or obligations to the Bank beyond the expiration of any applicable notice and cure period, whether now existing or hereafter created or arising; direct or indirect, absolute or contingent provided however, there shall be no notice requirement or cure periods if this Note has matured; or

8.2 Payment of Obligations to Others. The Borrower, Lakeshore, Lakes Mall or any Related Entity defaults in the payment as and when due of any other recourse indebtedness or obligation for borrowed money owed to a lender other than Bank or to Bank unrelated to the Loan, but only if the effect of such default causes

the holder of any other recourse indebtedness or obligation (after expiration of any applicable cure period) to accelerate the maturity of such indebtedness or obligation prior to the stated maturity date of such indebtedness or obligation; provided however, the Borrower, Lakeshore, Lakes Mall and the Related Entity will not be considered in default hereunder if: (a) the monetary payment default is less than One Million Dollars ($1,000,000.00) and is not a failure to pay a regular monthly, quarterly or other periodic installment payment of principal and/or interest or interest only, as the case may be, on the due date [subject to any applicable grace or cure period and specifically excluding any regularly scheduled balloon payment not paid in full within sixty (60) days of the actual due date of the balloon payment unless the lender has issued a notice of default with respect to such balloon payment] or (b) such default is being contested by the Borrower, Lakeshore, Lakes Mall or the Related Entity in good faith through appropriate proceedings reasonably acceptable to Bank; or

8.3 Performance of Obligations to Bank. The Borrower, Lakeshore, Lakes Mall or any Related Entity defaults with respect to the performance of any non-monetary obligation incurred in connection with the Loan and such default continues for more than thirty (30) days following mailing of notice thereof from Bank to Borrower, Lakeshore, Lakes Mall and/or the Related Entity, as the case may be, or, if such default is incapable of cure within such thirty (30) day period, Borrower, Lakeshore, Lakes Mall and/or the Related Entity, as the case may be, fails to diligently, continuously and in good faith pursue such cure to completion; or the Borrower, Lakeshore, Lakes Mall and/or the Related Entity, as the case may be, defaults with respect to the performance of any other non-monetary obligation incurred in connection with any recourse indebtedness for borrowed money owed to the Bank in connection with the Loan and such default continues for more thirty (30) days following mailing of notice thereof from Bank to Borrower, Lakeshore, Lakes Mall and/or the Related Entity, as the case may be, or, if such default is incapable of cure within such thirty (30) day period, Borrower, Lakeshore, Lakes Mall and/or the Related Entity fails to diligently, continuously and in good faith pursue such cure to completion; or

8.4 Performance of Obligations to Others. An event of default occurs with respect to the performance of non-monetary obligations incurred in connection with any recourse indebtedness for borrowed money owed to a lender other than Bank, provided the default has not been waived by such lender or the default has not been cured within the applicable cure period; provided further however, if such lender's declaration of default is being continuously and diligently contested by the Borrower, Lakeshore, Lakes Mall and/or the Related Entity, as the case may be, in good faith through appropriate proceedings reasonably acceptable to Bank, such default shall not constitute a default hereunder; or

8.5 Representation or Warranty. Any representation or warranty made by the Borrower, Lakeshore and/or Lakes Mall herein, or in any report, certificate, financial statement or other writing furnished in connection with or pursuant to this Loan Agreement shall prove to be false, misleading or incomplete in any substantial material respect on the date as of which made; or

8.6 Bankruptcy, Etc. The Borrower or Lakeshore or Lakes Mall or CBL Holdings or Parent or any Related Entity shall make a general assignment of assets for the benefit of creditors, file a petition in bankruptcy, petition or apply to any tribunal for the appointment of a custodian, receiver or any trustee for it or a substantial part of its assets, or shall commence on its or their behalf any

proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or if there shall have been filed any such petition or application, or any such proceeding shall have been commenced against Borrower or Lakeshore or Lakes Mall or CBL Holdings or Parent or any Related Entity, in which an order for relief is entered against Borrower or Lakeshore or Lakes Mall or CBL Holdings or Parent which remains undismissed for a period of ninety (90) days or more; or Borrower or Lakeshore or CBL Holdings or Parent or any Related Entity by any act or omission shall indicate its consent to, approval of or acquiescence in any such petition, application or proceeding or order for relief or the appointment of a custodian, receiver or any trustee for it or any substantial part of any of its properties, or shall suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of ninety (90) days or more; or

8.7 Concealment of Property, Etc. The Borrower, Lakeshore, Lakes Mall, any Related Entity, or CBL Holdings or Parent shall have concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its or his creditors or any of them, or made or suffered a transfer of any of its property which shall constitute a fraudulent act under any bankruptcy, fraudulent conveyance or similar law; or shall have made any transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or shall have suffered or permitted, while insolvent, any creditor to obtain a lien upon any of its property through legal proceedings or distraint which is not vacated within thirty (30) days from the date thereof; or

8.8 Management Change. Management of the Borrower shall, for a period of one hundred eighty (180) consecutive days, cease to be in at least two of the following persons: (a) Charles B. Lebovitz, (b) John N. Foy, (c) Michael Lebovitz, (d) Stephen D. Lebovitz or (e) Ron Fullam, who shall be in an executive management position with Borrower or who shall be a senior vice president, executive vice president, senior executive vice president or president with Borrower's general partner; or

8.9 Change in Ownership. Parent, its affiliates, officers and key employees, and CBL Holdings shall have through any means reduced their aggregate partnership interest in Borrower to less than fifteen percent (15%) of the aggregate of such partnership interests; or

8.10 Loan Documents Terminated or Void. This Loan Agreement, any Note, the Guaranty, or any instrument securing any Note shall, at any time after their respective execution and delivery and for any reason, cease to be in full force and effect or shall be declared to be null and void; or the Borrower, Lakeshore, Lakes Mall and/or any Related Entity shall deny it has any or further liability under this Loan Agreement, any Note, , the Guaranty, or under the CBL Mortgage; or

8.11 Covenants. The Borrower or any Related Entity defaults in the performance or observance of any other covenant, agreement or undertaking on its part to be performed or observed, contained herein, in the CBL Mortgage or in any other instrument or document which now or hereafter evidences or secures all or any part of the loan indebtedness which default shall continue for more than thirty
(30) days following the mailing of notice from Bank to Borrower, Lakeshore,

Lakes Mall and/or such Related Entity, as the case may be; provided however, and notwithstanding anything contained in this Loan Agreement, in the CBL Mortgage or in any other instrument or document which now or hereafter evidences or secures all or any part of the loan indebtedness, failure to comply with a financial covenant shall not be an Event of Default unless such failure continues for ninety (90) days after the earlier of (i) the date any senior officer of the Borrower or any Related Entity has actual knowledge of such failure; or (ii) the date notice of such failure has been given to the Borrower by the Bank; or

8.12 Breach of Section 7.12 of this Loan Agreement. The Borrower, Lakeshore and/or Lakes Mall shall fail to observe or perform its obligations to the Bank, and/or any Participant under Section 7.12 of this Loan Agreement; or

8.13 Placement of Liens on Property. The Borrower or any Related Entity shall, without the prior written consent of the Bank and except as permitted by Section 7.5 and 7.6 hereof, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any mortgage, deed of trust, pledge, lien (statutory, constitutional or contractual), or security interest, encumbrance or charge on, or conditional sale or other title retention agreement, regardless of whether same are expressly subordinate to the liens of the CBL Mortgage, with respect to the property described in any CBL Mortgage.

8.14 Remedy. Upon the occurrence of any Event of Default, as specified herein, the Bank shall, at its option, be relieved of any obligation to make further Revolving Credit Advances under this Loan Agreement; and the Bank may at its option charge interest on the outstanding indebtedness at the Default Rate; and the Bank may, at its option, thereupon declare the entire unpaid principal balances of the Notes, all interest accrued and unpaid thereon and all other amounts payable under this Loan Agreement to be immediately due and payable for all purposes, and may exercise all rights and remedies available to it under the CBL Mortgage, any other instrument or document which secures any Note, or available at law or in equity. All such rights and remedies are cumulative and nonexclusive, and may be exercised by the Bank concurrently or sequentially, in such order as the Bank may choose.

SECTION 9: MISCELLANEOUS

9.1 Amendments. The provisions of this Loan Agreement, any Note, the CBL Mortgage or any instrument or document executed pursuant hereto or securing the indebtednesses may be amended or modified only by an instrument in writing signed by the parties hereto and thereto.

9.2 Notices. All notices and other communications provided for hereunder shall be in writing and shall be mailed, certified mail, return receipt requested, or delivered, if to the Borrower, Lakeshore and/or Lakes Mall, to it at c/o CBL & Associates Properties, Inc., CBL Center, Suite 500, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee 37421-6000, Attention: President, with a copy to Charles Willett, Jr.; if to the Bank, to it at 701 Market Street, Chattanooga, Tennessee 37402, Attention: Gregory L. Cullum; or as to any such person at such other address as shall be designated by such person in a written notice to the other parties hereto complying as to delivery with the terms of this Section 9.2. All such notices and other communications shall be effective
(i) if mailed, when received or three (3) Business Days after mailing, whichever

is earlier; or (ii) if delivered, upon delivery and receipt of an executed acknowledgment of receipt by the party to whom delivery is made. Notwithstanding the foregoing, the Bank shall not be required to send a copy of any notice or communication to Charles Willett, Jr. but the Bank will use good faith efforts to copy Charles Willett, Jr. on any such notices or communications via regular mail, fax or email.

9.3 No Waiver, Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Bank, any right, power or privilege hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Waiver of any right, power, or privilege hereunder or under any instrument or document now or hereafter securing the indebtedness evidenced hereby or under any guaranty at any time given with respect thereto is a waiver only as to the specified item. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

9.4 Indemnification. Borrower, Lakeshore and Lakes Mall agree to indemnify Bank from and against any and all claims, losses and liabilities, including, without limitation, reasonable attorneys' fees, growing out of or resulting from this Loan Agreement (including, without limitation, enforcement of this Loan Agreement), except claims, losses or liabilities resulting solely and directly from Bank's gross negligence or willful misconduct or from Bank's violation of applicable banking rules and regulations. The indemnification provided for in this Section shall survive the payment in full of the loan. The Borrower agrees to indemnify the Bank and the Participants and to hold the Bank and the Participants harmless from any loss or expense that such Bank or the Participants may sustain or incur as a consequence of a default by the Borrower in making any prepayment of or conversion from an advance bearing interest at the LIBOR Rate after the Borrower has given a notice thereof in accordance with the provisions of this Loan Agreement.

9.5 Survival of Agreements. All agreements, representations and warranties made herein shall survive the delivery of the Note. This Loan Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns, except that the Borrower, Lakeshore and the Lakes Mall shall not have the right to assign its rights hereunder or any interest therein.

9.6 Governing Law. This Loan Agreement shall be governed and construed in accordance with the laws of the State of Tennessee; except (a) that the provisions hereof which relate to the payment of interest shall be governed by
(i) the laws of the United States or, (ii) the laws of the State of Tennessee, whichever permits the Bank to charge the higher rate, as more particularly set out in the Note, and (b) to the extent that the Liens in favor of the Bank, the perfection thereof, and the rights and remedies of the Bank with respect thereto, shall, under mandatory provisions of law, be governed by the laws of a state other than Tennessee.

9.7 Execution in Counterparts. This Loan Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

9.8 Terminology; Section Headings. All personal pronouns used in this Loan Agreement whether used in the masculine, feminine, or neuter gender, shall include all other genders; the singular shall include the plural, and vice versa. Section headings are for convenience only and neither limit nor amplify the provisions of this Loan Agreement.

9.9 Enforceability of Agreement. Should any one or more of the provisions of this Loan Agreement be determined to be illegal or unenforceable, all other provisions, nevertheless, shall remain effective and binding on the parties hereto.

9.10 Interest Limitations.

(a) The Loan and the Notes evidencing the Loan, including any renewals or extensions thereof, may provide for the payment of any interest rate (i) permissible at the time the contract to make the Loan is executed, (ii) permissible at the time the Loan is made or any advance thereunder is made, or
(iii) permissible at the time of any renewal or extension of the loan or any Note.

(b) It is the intention of the Bank, the Borrower, Lakeshore and the Lakes Mall to comply strictly with applicable usury laws; and, accordingly, in no event and upon no contingency shall the Bank ever be entitled to receive, collect, or apply as interest any interest, fees, charges or other payments equivalent to interest, in excess of the maximum rate which the Bank may lawfully charge under applicable statutes and laws from time to time in effect; and in the event that the holder of the Note ever receives, collects, or applies as interest any such excess, such amount which, but for this provision, would be excessive interest, shall be applied to the reduction of the principal amount of the indebtedness thereby evidenced; and if the principal amount of the indebtedness evidenced thereby, and all lawful interest thereon, is paid in full, any remaining excess shall forthwith be paid to the Borrower, Lakeshore and/or Lakes Mall or other party lawfully entitled thereto. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the highest rate which Bank may lawfully charge under applicable law from time to time in effect, the Borrower, Lakeshore and/or Lakes Mall and the Bank shall, to the maximum extent permitted under applicable law, characterize any non-principal payment as a reasonable loan charge, rather than as interest. Any provision hereof, or of any other agreement between the Bank and the Borrower, Lakeshore and/or Lakes Mall, that operates to bind, obligate, or compel the Borrower to pay interest in excess of such maximum rate shall be construed to require the payment of the maximum rate only. The provisions of this paragraph shall be given precedence over any other provision contained herein or in any other agreement between the Bank and the Borrower, Lakeshore and/or Lakes Mall that is in conflict with the provisions of this paragraph.

The Notes shall be governed and construed according to the statutes and laws of the State of Tennessee from time to time in effect, except to the extent that Section 85 of Title 12 of the United States Code (or other applicable federal statue) may permit the charging of a higher rate of interest than applicable state law, in which event such applicable federal statute, as amended and supplemented from time to time shall govern and control the maximum rate of interest permitted to be charged hereunder; it being intended that, as to the

maximum rate of interest which may be charged, received, and collected hereunder, those applicable statutes and laws, whether state or federal, from time to time in effect, which permit the charging of a higher rate of interest, shall govern and control; provided, always, however, that in no event and under no circumstances shall the Borrower, Lakeshore and/or Lakes Mall be liable for the payment of interest in excess of the maximum rate permitted by such applicable law, from time to time in effect.

9.11 Non-Control. In no event shall the Bank's rights hereunder be deemed to indicate that the Bank is in control of the business, management or properties of the Borrower, Lakeshore, Lakes Mall and/or any Related Entity or has power over the daily management functions and operating decisions made by the Borrower, Lakeshore, Lakes Mall and/or any Related Entity.

9.12 Loan Review; Extensions of Termination Date; Continuing Security.

(a) The specific Termination Date of Revolving Credit Loan mentioned in Article One may be extended for additional periods of one (1) year. On each June 1 hereafter, so long as the Loan remains unpaid, Bank shall review the performance of the Loan. If the Bank deems performance of the Loan acceptable, it will renew the Loan for one (1) year from the then existing Termination Date of Revolving Credit Loan. If the Bank renews the Loan at anytime or from time to time prior to June 1, 2007, the Bank and the Borrower, Lakeshore and Lakes Mall agree the Loan shall be renewed with covenants as contained in Sections 7.2, 7.3 and 7.4 of this Loan Agreement or such other covenants, terms and conditions as may be mutually agreed upon by Borrower, Lakeshore and Lakes Mall Bank and Bank. If Bank deems performance of the Loan not acceptable, Bank shall not be obligated to extend the Termination Date of Revolving Credit Loan; however, the Borrower, Lakeshore and Lakes Mall shall then have the right to repay the Loan pursuant to the repayment provisions contained in the Notes. Assessment of performance and the decision whether to extend the Termination Date of Revolving Credit Loan shall be solely within Bank's discretion. The Bank will not deem the performance of the Loan acceptable unless and until the Borrower provides to the Bank, among other things, updated title commitments with respect to all properties covered by any CBL Mortgage, which title commitments must be in form and substance acceptable to the Bank and must contain no exceptions unacceptable to the Bank. Bank shall notify Borrower of the results of its review of the Loan no later than eleven (11) months prior to the then effective Termination Date of the Revolving Credit Loan. If Bank elects not to renew the Loan, Bank shall not perform or cause to be performed, except at Bank's expense unless an Event of Default has occurred, any inspections, appraisals, surveys or similar items between: (a) the date notice thereof is given Borrower or the Termination Date, whichever first occurs, and (b) the date the Notes are repaid as provided herein. Anything contained in the foregoing to the contrary notwithstanding, upon any such extension, the Borrower, Lakeshore and Lakes Mall agree to pay to the Bank (in addition to the commitment fees it has previously paid under this Loan Agreement) an extension fee of Two Hundred Thousand and NO/100 Dollars ($200,000.00).

(b) Upon the specific Termination Date of Revolving Credit Loan so fixed in Article One, or in the event of the extension of this Loan Agreement to a subsequent Termination Date (when no effective extension is in force), the Revolving Credit Loan and all other extensions of credit (unless sooner declared to be due and payable by the Bank pursuant to the provisions hereof), and subject to Borrower's election as set forth in subparagraph (a) above, shall become due and payable for all purposes. Until all such indebtednesses,

liabilities and obligations secured by the CBL Mortgage are satisfied in full, such termination shall not affect the security interest granted to Bank pursuant to the CBL Mortgage, nor the duties, covenants, and obligations of the Borrower therein and in this Loan Agreement; and all of such duties, covenants and obligations shall remain in full force and effect until the Revolving Credit Loan and all obligations under this Loan Agreement have been fully paid and satisfied in all respects.

9.13 Fees and Expenses. The Borrower, Lakeshore and Lakes Mall agree to pay, or reimburse the Bank for, the reasonable actual third party out-of-pocket expenses, including counsel fees and fees of any accountants, inspectors or other similar experts, as deemed necessary by the Bank, incurred by the Bank in connection with the development, preparation, execution, amendment, recording, (excluding the salary and expenses of Bank's employees and Bank's normal and usual overhead expenses) or enforcement of, or the preservation of any rights under this Loan Agreement, the Notes and any instrument or document now or hereafter securing the and Revolving Credit Loan indebtednesses.

9.14 Time of Essence. Time is of the essence of this Loan Agreement, the Notes and the other instruments and documents executed and delivered in connection herewith.

9.15 Compromises, Releases, Etc. Bank is hereby authorized from time to time, without notice to anyone, to make any sales, pledges, surrenders, compromises, settlements, releases, indulgences, alterations, substitutions, exchanges, changes in, modifications, or other dispositions including, without limitation, cancellations, of all or any part of the Loan indebtedness, or of any contract or instrument evidencing any thereof, or of any security or collateral therefor, and/or to take any security for or guaranties upon any of said indebtedness; and the liability of any guarantor, if any, shall not be in any manner affected, diminished, or impaired thereby, or by any lack of diligence, failure, neglect, or omission on the part of Bank to make any demand or protest, or give any notice of dishonor or default, or to realize upon or protect any of said indebtedness or any collateral or security therefor. Bank shall have the right to apply such payments and credits first to the payment of all its expenses, including costs and reasonable attorneys' fees, then to interest due under the Note and then to principal due under the Note. Bank shall be under no obligation, at any time, to first resort to, make demand on, file a claim against, or exhaust its remedies against the Borrower, Lakeshore and/or Lakes Mall, or its property or estate, or to resort to or exhaust its remedies against any collateral, security, property, liens, or other rights whatsoever. Upon the occurrence of an Event of Default, it is expressly agreed that Bank may at any time make demand for payment on, or bring suit against, the Borrower, Lakeshore and/or Lakes Mall and any guarantor, jointly or severally and may compromise with any of them for such sums or on such terms as it may see fit, and without notice or consent, the same being hereby expressly waived.

9.16 Joinder of Parent. Parent joins herein for the purpose of acknowledging and consenting to the terms and provisions hereof.

9.17 Bank's Consent. Except as otherwise expressly provided herein, in any instance hereunder where Bank's approval or consent is required or the exercise of its judgment is required, the granting or denial of such approval or consent and the exercise of such judgment shall be within the sole but reasonable

discretion of Bank, and Bank shall not, for any reason or to any extent, be required to grant such approval or consent or exercise such judgment provided that the Bank shall proceed at all times in good faith and in a commercially reasonable manner.

9.18 Venue of Actions. As an integral part of the consideration for the making of the loan, it is expressly understood and agreed that no suit or action shall be commenced by the Borrower, Lakeshore, Lakes Mall, Related Entities, CBL Holdings, Parent, by any guarantor, or by any successor, personal representative or assignee of any of them, with respect to the loan contemplated hereby, or with respect to this Loan Agreement or any other document or instrument which now or hereafter evidences or secures all or any part of the loan indebtedness, other than in a state court of competent jurisdiction in and for the County of the State in which the principal place of business of the Bank is situated, or in the United States District Court for the District in which the principal place of business of the Bank is situated, and not elsewhere. Nothing in this paragraph contained shall prohibit Bank from instituting suit in any court of competent jurisdiction for the enforcement of its rights hereunder or in any other document or instrument which evidences or secures the loan indebtedness.

9.19 Waiver of Right to Trial By Jury. EACH PARTY TO THIS LOAN AGREEMENT HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS LOAN AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS LOAN AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS LOAN AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

9.20 Conflict. In the event of any conflict between the provisions hereof and any other loan document during the continuance of this Loan Agreement (including but not limited to any other documents received by the Bank via assignment in connection with the Lakeshore Mall and the Lakes Mall), the provisions of this Loan Agreement shall control.

9.21 Participation Agreement. The Borrower, Lakeshore and Lakes Mall acknowledge that the Participation Agreement exists and that the Bank is obligated, subject to the terms and conditions hereof, to fund One Hundred Million Dollars ($100,000,000.00) to the Borrower but that of that amount , Compass Bank, AmSouth Bank, Branch Banking and Trust Company and Manufacturers and Traders Trust Company are obligated, subject to the terms and conditions of the Participation Agreement, to fund as follows: Compass is to fund Fifteen Million and NO/100 Dollars ($15,000,000.00), AmSouth Bank is to fund Twenty Five Million and NO/100 Dollars ($25,000,000.00), Branch Banking and Trust Company is to fund

Fifteen Million and NO/100 Dollars ($15,000,000.00) and Manufacturers and Traders Trust Company to fund Twenty Million and NO/100 Dollars ($20,000,000.00).

9.22 USA Patriot Act Notice and Compliance. The USA Patriot Act of 2001 (Public Law 107-56) and federal regulations issued with respect thereto require all financial institutions to obtain, verify and record certain information that identifies individuals or business entities which open an "account" with such financial institution. Consequently, the Bank may from time to time request, and Borrower shall provide to the Bank, Borrower's, Parent's, each Guarantor's and each other Loan party's name, address, tax identification number and/or such other identification information as shall be necessary for the Bank to comply with federal law. An "account" for this purpose may include, without limitation, a deposit account, cash management service, a transaction or asset account, a credit account, a loan or other extension of credit, and/or other financial services product.

(Signatures on Next Page)

IN WITNESS WHEREOF, the Borrower, Lakeshore, Lakes Mall, the Bank, CBL Holdings and Parent have caused this Loan Agreement to be executed by their duly authorized officers, managers and/or partners, all as of the day and year first above written.

CBL & ASSOCIATES LIMITED PARTNERSHIP

BY: CBL HOLDINGS I, INC.,
Its Sole General Partner

By:      /s/ John N. Foy
     --------------------------------------------------
Title:   Vice Chairman and Chief Financial Officer
     --------------------------------------------
                                                BORROWER

LAKESHORE/SEBRING LIMITED PARTNERSHIP
BY: CBL & ASSOCIATES LIMITED
PARTNERSHIP, It's sole General Partner
BY: CBL HOLDINGS I, INC.,
Its sole General Partner

By:      /s/ John N. Foy
   ----------------------------------------------------
Title:   Vice Chairman and Chief Financial Officer
      -------------------------------------------------
                                             LAKESHORE

THE LAKES MALL, LLC

By: CBL & Associates Limited Partnership,
Its Managing Member
By: CBL Holdings I, Inc., its General Partner

By:      /s/ John N. Foy
   --------------------------------------------------
Title:   Vice Chairman and Chief Financial Officer
      -----------------------------------------------
                                            LAKES MALL

CBL & ASSOCIATES PROPERTIES, INC.

By:      /s/ John N. Foy
    ------------------------------------------------
Title:   Vice Chairman and Chief Financial Officer
      ----------------------------------------------
                                    PARENT/GUARANTOR

FIRST TENNESSEE BANK NATIONAL
ASSOCIATION

By:      /s/ Gregory L. Cullum
   -----------------------------------------------
         Gregory L. Cullum, Senior Vice President
                                             BANK

EXHIBIT "A"

Real property known as:

Walnut Square Mall, Dalton, Georgia
Lakeshore Mall, Sebring, Florida
Pemberton Mall, Vicksburg, Mississippi
The Lakes Mall, Fruitport, Michigan
Towne Mall, Middleton, Ohio

all as more particularly described in the individual deeds of trust, deeds to secure debt and/or mortgages applicable to the above described properties.

EXHIBIT "B"

PERMITTED ENCUMBRANCES

1. As described in the Mortgages.

EXHIBIT "C"

NOTES

EXHIBIT "D"

CHECKLIST FOR CLOSING

EXHIBIT "E"

NON-DEFAULT CERTIFICATE

For Fiscal Year Ended _______________, 20__. For Fiscal Quarter Ended _______________, 20__.

The undersigned, a duly authorized officer of CBL & Associates Limited Partnership, a Delaware limited partnership [referred to as "Borrower" in that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated as of December __, 2005 between Borrower, Lakeshore, Lakes Mall and First Tennessee Bank National Association ("Bank")], certifies to said Bank, in accordance with the terms and provisions of said Loan Agreement, as follows:

1. All of the representations and warranties set forth in the Loan Agreement are and remain true and correct on and as of the date of this Certificate with the same effect as though such representations and warranties had been made on and as of this date except as otherwise previously disclosed to the Bank in writing.

2. As of the date hereof, neither Borrower, Lakeshore nor Lakes Mall has knowledge of any Event of Default, as specified in Section 8 of the Loan Agreement, nor any event which, upon notice, lapse of time or both, would constitute an Event of Default, has occurred or is continuing.

3. As of the date hereof, Borrower is in full compliance with all financial covenants contained in the Loan Agreement, and the following are true, accurate and complete:

(a) The Tangible Net Worth (as defined in the Loan Agreement) is $__________________________ as of ________________, 20___.

(b) The Total Liabilities to Gross Asset Value is _____ to _____ as of _____________________, 20__.

(c) The ratio of EBITDA to Debt Service Debt is ____ to ____ as of ______________, 20__.

(d) The ratio of EBITDA to Interest Expense is ____ to ____ as of _____________________, 20_____.

DATED this ______ day of ______________________, 20____.

CBL & ASSOCIATES LIMITED PARTNERSHIP

BY: CBL HOLDINGS I, INC.,
Its Sole General Partner

EXHIBIT "F"

LITIGATION

Disclosure Pursuant to Paragraph 5.5

See Exhibit "F-1" attached for description of all litigation.

ENVIRONMENTAL MATTERS

Disclosure pursuant to Paragraph 5.11

None.

JOINDER IN AMENDED AND RESTATED LOAN AGREEMENT

COMPASS BANK as "Participant" under the terms of that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated effective as of December __, 2005, between and among First Tennessee Bank National Association, CBL & Associates Limited Partnership, Lakeshore/Sebring Limited Partnership and The Lakes Mall, LLC, in consideration of the mutual agreements of the parties thereto and of the undersigned therein contained, hereby joins as a party to said Loan Agreement and agrees to perform all obligations to be performed on its part thereunder.

IN WITNESS WHEREOF, the undersigned has caused this Joinder in Amended and Restated Loan Agreement to be executed by its duly authorized officer effective as of December __, 2005.

COMPASS BANK

JOINDER IN AMENDED AND RESTATED LOAN AGREEMENT

AMSOUTH BANK as "Participant" under the terms of that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated effective as of December __, 2005 between and among First Tennessee Bank National Association, CBL & Associates Limited Partnership, Lakeshore/Sebring Limited Partnership and The Lakes Mall, LLC, in consideration of the mutual agreements of the parties thereto and of the undersigned therein contained, hereby joins as a party to said Loan Agreement and agrees to perform all obligations to be performed on its part thereunder.

IN WITNESS WHEREOF, the undersigned has caused this Joinder in Amended and Restated Loan Agreement to be executed by its duly authorized officer effective as of December __, 2005.

AMSOUTH BANK

JOINDER IN AMENDED AND RESTATED LOAN AGREEMENT

BRANCH BANKING AND TRUST COMPANY as "Participant" under the terms of that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated effective as of December __, 2005, between and among First Tennessee Bank National Association, CBL & Associates Limited Partnership, Lakeshore/Sebring Limited Partnership and The Lakes Mall, LLC, in consideration of the mutual agreements of the parties thereto and of the undersigned therein contained, hereby joins as a party to said Loan Agreement and agrees to perform all obligations to be performed on its part thereunder.

IN WITNESS WHEREOF, the undersigned has caused this Joinder in Amended and Restated Loan Agreement to be executed by its duly authorized officer effective as of December __, 2005.

BRANCH BANKING AND TRUST COMPANY

JOINDER IN AMENDED AND RESTATED LOAN AGREEMENT

MANUFACTURERS AND TRADERS TRUST COMPANY as "Participant" under the terms of that certain Amended and Restated Loan Agreement (the "Loan Agreement") dated effective as of December __, 2005, between and among First Tennessee Bank National Association, CBL & Associates Limited Partnership, Lakeshore/Sebring Limited Partnership and The Lakes Mall, LLC, in consideration of the mutual agreements of the parties thereto and of the undersigned therein contained, hereby joins as a party to said Loan Agreement and agrees to perform all obligations to be performed on its part thereunder.

IN WITNESS WHEREOF, the undersigned has caused this Joinder in Amended and Restated Loan Agreement to be executed by its duly authorized officer effective as of December __, 2005.

MANUFACTURERS AND TRADERS TRUST COMPANY

Exhibit 10.24.1

MASTER TRANSACTION AGREEMENT

by and among

REJ REALTY LLC, a Delaware limited liability company,

JG REALTY INVESTORS CORP., an Ohio corporation,

JG MANAGER LLC, an Ohio limited liability company,

JG NORTH RALEIGH L.L.C., an Ohio limited liability company,

JG TRIANGLE PERIPHERAL SOUTH LLC, an Ohio limited liability company,

CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership,

Effective October 24, 2005

                                TABLE OF CONTENTS

ARTICLE 1 MEMBER NEWCO LLC AGREEMENT AND CLOSING........................................2
   1.1      Member Newco LLC Agreement..................................................2
   1.2      Acknowledgments.............................................................2
   1.3      Closing Date................................................................2
   1.4      Closing Transactions........................................................3
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF EACH OF THE PARTIES.........................3
   2.1      Corporate Status; Authorization.............................................4
   2.2      Noncontravention............................................................4
   2.3      Consents and Approvals......................................................4
   2.4      No Actions or Suits.........................................................4
ARTICLE 3 ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE JG MEMBERS...................5
   3.1      Real Estate Matters.........................................................5
ARTICLE 4 ADDITIONAL AGREEMENTS.........................................................6
   4.1      Access to Information.......................................................6
   4.2      Further Actions.............................................................6
   4.3      CBL Member Parent Guarantee.................................................6
   4.4      Project Employees...........................................................8
   4.5      Release of JG Member and Affiliates from Existing Guarantees, etc...........8
   4.6      Procedures in the event of a Shortfall......................................9
   4.7      Service Contracts and Other Contracts......................................10
   4.8      New Encumbrances on the Real Estate........................................10
ARTICLE 5 CONDITIONS TO CLOSING........................................................10
   5.1      Conditions Precedent to Obligations of All Parties.........................10
   5.2      Conditions Precedent to Obligations of CBL Member Parent...................11
   5.3      Conditions Precedent to Obligations of the JG Parties......................11
ARTICLE 6 TERMINATION AND WAIVER.......................................................12
   6.1      General....................................................................12
   6.2      Effect of Termination......................................................13
ARTICLE 7 MISCELLANEOUS................................................................13
   7.1      Notices....................................................................13
   7.2      Governing Law..............................................................15
   7.3      Entire Agreement; Amendment................................................15
   7.4      Section Headings...........................................................15
   7.5      Severability...............................................................15
   7.6      Successors; No Third-Party Beneficiaries...................................15
   7.7      Expenses...................................................................15
   7.8      Confidentiality; Public Announcements......................................16
   7.9      Survival...................................................................16
   7.10     Counterparts...............................................................16

MASTER TRANSACTION AGREEMENT

This MASTER TRANSACTION AGREEMENT (the "Agreement") is made as of October 24, 2005, by and among: REJ REALTY LLC, a Delaware limited liability company ("REJ Realty"), JG REALTY INVESTORS CORP., an Ohio corporation ("JGRI"), JG MANAGER LLC, an Ohio limited liability company ("JG Manager"; together with REJ Realty and JGRI, the "JG Members"), JG NORTH RALEIGH L.L.C., an Ohio limited liability company (the "JG North Raleigh"), JG TRIANGLE PERIPHERAL SOUTH LLC, an Ohio limited liability company ("JG Triangle South"), and CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership ("CBL Member Parent").

RECITALS

WHEREAS, JG North Raleigh owns and operates the two-level regional enclosed mall shopping center known as Triangle Town Center and the Commons, located on approximately 43.328 acres of land near the I-540 - US 1 interchange in Raleigh, North Carolina (together, "Triangle Town Center"); and

WHEREAS, JG Triangle South owns and operates the power center know as Triangle Town Place, located on approximately 15.749 acres of land and adjacent to Triangle Town Center ( "Triangle Town Place"); and

WHEREAS, as of the date of this Agreement, REJ Realty and JGRI collectively own one hundred percent (100%) of the member interests in JG North Raleigh; and

WHEREAS, as of the date of this Agreement, REJ Realty and JG Manager collectively own one hundred percent (100%) of the member interests in JG Triangle South; and

WHEREAS, the JG Members intend to cause the formation of a new limited liability company, to be known as Triangle Town Member LLC ("Member Newco") and, on the terms and subject to the conditions set forth in this Agreement, to contribute all of their respective member interests in JG North Raleigh and JG Triangle South to Member Newco in exchange for member interests in Member Newco; and

WHEREAS, the JG Members intend to cause the formation of another new limited liability company, to be known as Triangle Town Center LLC (the "Company") and, on the terms and subject to the conditions set forth in this Agreement, to cause JG North Raleigh and JG Triangle South to contribute Triangle Town Center and Triangle Town Place to the Company by limited warranty deed; and

WHEREAS, CBL Member Parent intends to cause the formation of a new limited liability company in which CBL Member Parent will own one hundred percent (100%) of the member interests ("CBL Member"); and

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, CBL Member Parent and the JG Members intend that CBL Member will be admitted as a member in Member Newco; and

WHEREAS, the parties hereto desire to make provision for the other agreements and transactions contemplated by this Agreement; and

WHEREAS, the definitions of capitalized terms used in this Agreement and not otherwise defined herein are set forth on Appendix A attached hereto and made a part hereof, and if not defined in Appendix A, shall be as set forth in the Member Newco LLC Agreement. NOW, THEREFORE, in consideration of the foregoing premises and other good, valid, and binding consideration, the receipt and sufficiency of which is hereby acknowledged and intending to be legally bound, the Parties agree as follows:

ARTICLE 1

MEMBER NEWCO LLC AGREEMENT AND CLOSING

1.1 Member Newco LLC Agreement. For the purposes of this Agreement, the term Member Newco LLC Agreement shall have the meaning set forth in Appendix A and shall include the agreements, exhibits, schedules and other documents set forth in such definition.

1.2 Acknowledgments. The Parties acknowledge that:

(a) As of the date hereof, and before giving effect to the transactions contemplated by this Agreement to take place on the Closing Date, the aggregate net equity of the JG Members in JG North Raleigh and JG Triangle South is approximately One Hundred Sixty-Two Million Five Hundred Thousand Dollars ($162,500,000.00), of which approximately One Hundred Fifty-Seven Million Three Hundred Fifty Thousand Dollars ($157,350,000.00) is attributable to JG North Raleigh and approximately Five Million One Hundred Fifty Thousand ($5,150,000.00) is attributable to JG Triangle South, given the current principal amount of mortgage indebtedness of JG North Raleigh and JG Triangle South of approximately $106 million and approximately $15 million, respectively, subject to adjustment by mutual agreement of the JG Members and CBL Member Parent to reflect the principal amounts of such mortgage indebtedness immediately prior to the Closing (the "Pre-Closing Project Net Equity").

(b) After giving effect to the transactions contemplated by this Agreement to take place on the Closing Date, the aggregate amount of the JG Members' Capital Account will be equal to the JG Members Initial Contribution, and the amount of CBL Member's Capital Account will be zero, except as otherwise provided in
Section 4.6 below.

1.3 Closing Date. Subject to the prior satisfaction or waiver of all of the conditions set forth in Article 5, the closing of the transactions contemplated

by this Agreement (the "Closing") shall be held at a location that is agreeable to all of the Parties no later than the fifth (5th) Day following the date as of which all of the conditions precedent set forth in Article 5 have been satisfied or waived by the Party entitled to the benefit of such condition(s), or on such other date as may be agreed to in writing by the Parties (the "Closing Date").

1.4 Closing Transactions. On the Closing Date, subject to the satisfaction or waiver of the conditions precedent set forth in Article 5, the following transactions shall take place in the order set forth below (and as further reflect in the charts attached as Exhibit C hereto (the "Transaction Chart"):

(a) The JG Members shall contribute all of their respective member interests in JG North Raleigh and JG Triangle South to Member Newco in exchange for all of the member interests in Member Newco;

(b) JG North Raleigh and JG Triangle South shall respectively contribute Triangle Town Center and Triangle Town Place to the Company, by limited warranty deed, in exchange for all of the member interests in the Company;

(c) JG North Raleigh and JG Triangle South shall distribute all of the member interests in the Company to Member Newco;

(d) the JG Members shall execute and deliver the Member Newco LLC Agreement;

(e) CBL Member Parent shall cause CBL Member to execute and deliver the Member Newco LLC Agreement;

(f) CBL Member Parent shall cause CBL Member and the other parties thereto to execute and deliver the Company LLC Agreement;

(g) CBL Member Parent shall cause Property Manager to execute and deliver the Property Management Agreement;

(h) CBL Member shall cause Member Newco to cause the Company to execute and deliver the Property Management Agreement;

(i) CBL Member shall cause Member Newco to cause the Company to enter into the Initial JV Financing; and

(j) The Company shall distribute the Net Proceeds of the Initial JV Financing to Member Newco, which shall distribute the Net Proceeds to the JG Members pro rata by wire transfer of immediately available funds to the account designated by the JG Members.

ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF EACH OF THE PARTIES

Except as otherwise set forth below, each of the Parties hereby represents and warrants to each other Party, as of the date hereof and the Closing Date, as follows:

2.1 Corporate Status; Authorization. Such Party is duly organized, validly existing and in good standing under and by virtue of the laws of the state of its organization. The Person(s) executing this Agreement on such Party's behalf are duly elected, qualified and acting as its officer(s), manager(s) or member(s) (as the case may be). All actions and resolutions, whether partnership, corporate or otherwise, necessary to authorize such Party to enter into this Agreement have been taken and adopted. Such Party has, and the Persons executing this Agreement on its behalf have, all requisite power and authority and has (have) been duly authorized to enter into this Agreement. This Agreement has been duly executed on behalf of such Party. Such Party has full right and lawful authority to enter into and perform its covenants and obligations under this Agreement for the full term hereof, and has full right and lawful authority to make its representations and warranties hereunder. Upon execution of this Agreement by each Party hereto, this Agreement will constitute the legal, valid and binding obligation of such Party and will be enforceable against it and its successors and assigns in accordance with its terms, except as such enforcement may be limited by (a) bankruptcy, insolvency, moratorium, or other similar laws affecting a creditor's rights and remedies or the relief of debtors generally at the time in effect, (b) the discretion of the court before which any proceeding involving the same may be brought, and (c) equitable principles at the time in effect limiting the remedy of specific performance.

2.2 Noncontravention. Neither the execution, delivery or performance by such Party of this Agreement or the transactions contemplated hereby will conflict with, or will result in a breach of, or will constitute a default under, (a) any agreement or instrument by which such Party or any of its Affiliates may be bound or (b) any judgment, statute, rule, law, order, decree, writ or injunction of any court or Governmental Agency, as defined below, applicable to such Party or any of their Affiliates and/or their respective property and assets for which consent has not been obtained.

2.3 Consents and Approvals. All consents by third Persons which such Party is, by the terms of its agreements, if any, with any such third Persons, required to obtain prior to its execution of this Agreement have been so obtained by them.

2.4 No Actions or Suits. There are no actions, suits, proceedings, or investigations pending or, to the knowledge of such Party, threatened against such Party, any of its Affiliates, or any of their respective properties, assets, or businesses in any court or before or by any federal, state, provincial, or other governmental department or agency, whether of the United States, of any of its states, possessions or territories, or of any foreign nation (a "Governmental Agency") or any arbitrator that could, if adversely determined, reasonably be expected to materially impair such Party's ability to perform its obligations under this Agreement or any Affiliate's ability to perform its obligations under the Member Newco LLC Agreement. Neither such Party nor any of its Affiliates has received any currently effective notice of any default, and neither such Party nor any of its Affiliates is in default, under any applicable order, writ, injunction, decree, or award of any court, any Governmental Agency, or any arbitrator, in each case, that could reasonably be expected to materially impair such Party's ability to perform its obligations under this Agreement or any Affiliate's ability to perform its obligations under the Member Newco LLC Agreement.

ARTICLE 3
ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE JG MEMBERS

3.1 Real Estate Matters. To the best knowledge of the JG Members:

(a) There are no violations of any restrictive covenants affecting the Real Estate;

(b) There are no uncured notices, suits, orders, decrees or judgments relating to violations of any laws, ordinances, codes, regulations or other requirements of any Governmental Agency having jurisdiction over the Real Estate or any part thereof which would have a materially adverse effect upon the development or operation of the Real Estate or the Project, including, but not limited to, any eminent domain proceedings;

(c) There are no suits, actions or proceedings pending or threatened against or affecting the JG Parties and/or the Real Estate before any court or Governmental Agency that, if adversely determined, would have a materially adverse effect upon the development or operation of the Real Estate or the Project, including, but not limited to, any eminent domain proceedings;

(d) None of the JG Parties is in default with respect to, nor has notice of violation of, any judgment, order, writ, injunction, rule or regulation of any court or Governmental Agency to which any of the JG Parties is subject in any way affecting the Real Estate that would have a materially adverse effect upon the development or operation of the Real Estate or the Project, including, but not limited to, any eminent domain proceedings;

(e) There are no material agreements to which any of the JG Parties or any of their Affiliates is a party affecting any of JG North Raleigh, JG Triangle South and/or the Real Estate or any use of the Real Estate that have not been disclosed to CBL Member Parent or its Affiliates;

(f) Except as disclosed in the environmental reports and studies identified on Exhibit B attached hereto (the "Environmental Reports"), there are no Hazardous Substances on, under, in or about the Real Estate. For the purposes of this Agreement, "Hazardous Substances" shall mean and include, but shall not be limited to, materials which are included under or regulated by any local, state or federal law, rule or regulation pertaining to environmental regulation, contamination, clean up or disclosure;

(g) Except as disclosed in writing to CBL Member Parent and/or its Affiliates prior to the date hereof, there are no tenancies, occupancies or licenses in or to the Real Estate under agreements entered into by any of the JG Parties or any of their Affiliates: and

(h) The JG Parties have made a good-faith, reasonable effort to provide CBL Member Parent with all of the facts within the knowledge and possession of the JG Parties concerning JG North Raleigh, JG Triangle South, the

Real Estate and the Project that, in their reasonable judgment, could be expected to be material to CBL Member Parent's due diligence evaluation of JG North Raleigh, JG Triangle South, the Real Estate and the Project.

ARTICLE 4
ADDITIONAL AGREEMENTS

4.1 Access to Information. Each Party agrees that, from and after the date hereof and until the first to occur of the Closing and the termination of this Agreement in accordance with Article 6, each other Party and their respective authorized representatives will have reasonable access during normal business hours to the premises, properties, books and records of JG North Raleigh, JG Triangle South and, from and after their formation, Member Newco and the Company, as such other Parties may reasonably request; provided, in each case, that such access does not disrupt the normal business activities of JG North Raleigh, JG Triangle South, Member Newco and/or the Company and shall be at the expense of the Party requesting such access.

4.2 Further Actions. Subject to the terms and conditions hereof, each Party agrees to act reasonably and in good faith and to use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable to consummate and make effective the transactions contemplated hereunder and under the Member Newco LLC Agreement to be entered into by it or its Affiliates, except that no Party shall be required to waive or cause to be waived or cause its Affiliates to waive or cause to be waived any of the conditions to closing set forth in Article 5. Each Party shall furnish to each other Party all information and assistance that such other Party may reasonably request in connection with the foregoing.

4.3 CBL Member Parent Guarantee. Subject to the limitations set forth in this
Section 4.3, CBL Member Parent hereby irrevocably and unconditionally guarantees to the JG Members the full and prompt performance of each obligation of CBL Member in connection with the Project, including without limitation CBL Member's obligations under the Member Newco LLC Agreement (the "CBL Member Guaranteed Obligations"), and CBL Member Parent shall indemnify and hold harmless the Company, Member Newco, and the JG Members from and against any and all liability, obligation, loss, costs, damage, or expense (including, without limitation, reasonable and documented attorneys' fees and the costs of investigation) howsoever arising from the failure of CBL Member to perform such obligations. This Section 4.3 is a guarantee of performance and not of payment alone, and neither the JG Members, Member Newco nor the Company shall be under any obligation to take any action against CBL Member with respect to any of the CBL Member Guaranteed Obligations if such CBL Member Guaranteed Obligations are due and have not been performed. The liability of CBL Member Parent under this
Section 4.3 shall not be reduced or discharged by (a) any forbearance or indulgence granted to CBL Member and/or CBL Member Parent, whether as to payment, time, performance, or otherwise, (b) the fact that CBL Member ceases to be a Member of the Company or (c) the fact that CBL Member and/or CBL Member Parent makes an assignment for the benefit of its creditors, a receiver of CBL Member and/or CBL Member Parent is appointed or applied for, or a petition under

Title 11, United States Code (Bankruptcy), as from time to time amended, is filed by or against CBL Member and/or CBL Member Parent. Notwithstanding the foregoing provisions of this Section 4.3:

(a) CBL Member Parent's obligations under this Section 4.3 shall terminate, and this Section 4.3 shall thereafter be null and void and of no further force or effect (except with respect to claims, if any, made under this Section 4.3 prior to such termination, which shall survive until such claims are resolved), when none of the JG Members nor any of their respective permitted assignees under clauses (i), (ii), (iii) or (iv) of Section 16.03(a) of the Member Newco LLC Agreement, nor any permitted assignees under such clauses of any such permitted assignees, owns any Membership Interest or any other direct or indirect member interest in the Company; and

(b) CBL Member Parent's aggregate liability under the guarantees and indemnities provided in this Section 4.3 shall be limited to Fifty Million Dollars ($50,000,000), reduced on a dollar-for-dollar basis by the aggregate amount of Mandatory Contributions or additional Non-Required Contributions, if any, made by CBL Member to the Company for any purpose, and, following such reduction, then increased on a dollar-for-dollar basis (but not in excess of $50,000,000) by the aggregate amount of the distributions made by the Company to the CBL Member that constitute a return of Mandatory Contributions described in
Section 11.01(b)(iii)(A) of the Member Newco LLC Agreement made by CBL Member (i.e., to fund capital improvements to the Project (including allowances for tenant improvements)). Distributions received by the CBL Member that constitute the return of any Non-Required Contributions or Mandatory Contributions made by CBL Member other than Mandatory Contributions described in Section 11.01(b)(iii)(A) of the Member Newco LLC Agreement shall not be deemed to result in any increases as referenced above. For the avoidance of doubt, the following examples illustrate the operation of this Section 4.3(b) (Examples 1 and 2 below assume that CBL Member Parent has not previously incurred any liability under this Section 4.3 at the time of the example):

(i) Example 1. If CBL Member had made $5,000,000 in unreturned Mandatory Contributions described in Section 11.01(b)(iii)(A) of the Member Newco LLC Agreement to fund capital improvements to the Project and $25,000,000 in other Mandatory Contributions and Non-Required Contributions, then CBL Member Parent's aggregate liability under the guarantees and indemnities provided in this
Section 4.3 would be limited to $20,000,000;

(ii) Example 2. If, after Example 1, the Company returned to CBL Member all of the $5,000,000 in Mandatory Contributions described in Section 11.01(b)(iii)(A) of the Member Newco LLC Agreement made by CBL Member in Example 1 and returned $7,000,000 of the $25,000,000 in other Mandatory Contributions and Non-Required Contributions made by CBL Member in Example 1, then CBL Member Parent's aggregate liability under the guarantees and indemnities provided in this Section 4.3 would be limited to $25,000,000,
i.e., CBL Member Parent's aggregate liability in Example 1 plus the amount of Mandatory Contributions described in Section 11.01(b)(iii)(A) of the Member Newco LLC Agreement made by CBL Member in Example 1 and returned to CBL Member in this Example 2; and

(iii) Example 3. If, after Example 1 but before Example 2, CBL Member Parent paid a liability of $20,000,000 under the guarantees and indemnities provided in this Section 4.3, then CBL Member Parent would have no further liability under the guarantees and indemnities provided in this Section 4.3 unless and until the Company returned to CBL Member all or a portion of the $5,000,000 in Mandatory Contributions described in Section 11.01(b)(iii)(A) of the Member Newco LLC Agreement made by CBL Member in Example 1; if the Company subsequently returned CBL Member's Mandatory Contributions and Non-Required Contributions as described in Example 2, CBL Member Parent's aggregate liability under the guarantees and indemnities provided in this Section 4.3 would be limited to $5,000,000, i.e., the amount of Mandatory Contributions to fund capital improvements described in Section 11.01(b)(iii)(A) of the Member Newco LLC Agreement made by CBL Member in Example 1 and returned to CBL Member in Example 2.

4.4 Project Employees. At and effective as of the Closing, REJ Realty shall cause the appropriate Affiliate(s) of REJ Realty to terminate all shopping center managers and other employees of Affiliates of REJ Realty located at the Project (such persons, the "Project Employees") and to pay all severance payments, if any, due in connection with such terminations of the Project Employees. At the Closing, CBL Member Parent shall cause the appropriate Affiliate(s) of CBL Member Parent (including, as to janitorial staff and maintenance and security personnel, ERMC, which shall, for purposes of this
Section 4.4, be deemed to be an Affiliate of CBL Member Parent) to offer employment at the Project to substantially all of the Project Employees for base salaries and benefits substantially comparable in the aggregate to the base salaries being earned by and benefits being offered to persons currently employed by Affiliates of CBL Member Parent in comparable positions at regional malls owned directly or indirectly by Affiliates of CBL Member Parent in a market comparable to the market in which the Project is located. The foregoing covenant is made to and solely for the benefit of REJ Realty, and no Project Employee is entitled or shall be deemed to be entitled to make any claim against CBL Member Parent or any Affiliate of CBL Member Parent, or any other Person, based on this Section 4.5 or any other provision of this Agreement. In addition to the foregoing, unless Affiliates of the CBL Member Parent specifically agree otherwise with a particular Project Employee or group of Project Employees, all such Project Employees that become employees of Affiliates of CBL Member Parent shall be "employees-at-will" and no written employment contract shall be required.

4.5 Release of JG Member and Affiliates from Existing Guarantees, etc. Promptly after the Closing, CBL Member and CBL Member Parent will use their commercially reasonable efforts to obtain the release of the JG Members and their respective Affiliates from any guarantees of existing financing for the Project, letters of credit securing obligations to anchors, other tenants or other parties, and other credit enhancements for the benefit of the JG North Raleigh and/or JG Triangle South heretofore made or provided by any of the JG Members or their respective Affiliates. For the purposes of this Section 4.5, "commercially reasonable efforts" shall include but not be limited to substituting CBL Member Parent and/or its Affiliates as the obligor under such credit enhancements and/or replacing such credit enhancements with other credit enhancements satisfactory to the obligee. In the event that CBL Member and CBL Member Parent

are unable to obtain any such release, CBL Member Parent shall indemnify the JG Members and their respective Affiliates against and hold them harmless from any and all cost, loss and liability with respect to such credit enhancements.

4.6 Procedures in the event of a Shortfall.

(a) Obtaining the Initial JV Financing. Following the execution of this letter, CBL Member Parent will use its commercially reasonable efforts to obtain the Initial JV Financing. Without limiting the generality of the immediately preceding sentence, CBL Member Parent, an Affiliate of CBL Member Parent, or the Company (whichever shall be acceptable to the lender) will provide to the lender of the Initial JV Financing, if the applicable tenant estoppels are not otherwise obtained, certificates for up to ten percent (10%) of the "Non-Majors", as contemplated by the UBS Real Estate Investments Inc. term sheet, dated October [ ], 2005, a copy of which CBL Member Parent has heretofore provided to the JG Members. The JG Parties will extend to CBL Member Parent commercially reasonable cooperation in CBL Member Parent's efforts to obtain the Initial JV Financing. The Net Proceeds of the Initial JV Financing shall be not less than 50% of the Pre-Closing Project Net Equity (the "50% Distribution Amount"). The 50% Distribution Amount will be adjusted to reflect any adjustments in the Pre-Closing Project Net Equity, as provided in Section 1.2(a) above.

(b) Inability to Obtain Initial JV Financing. If CBL Member Parent is unable to obtain the Initial JV Financing by November 15, 2005 (the "Contemplated Closing Date"), or if the Net Proceeds of the Initial JV Financing are anticipated to be less than the 50% Distribution Amount (determined by reference to term sheets, commitment letters or other written proposals for the Initial JV Financing that CBL Member Parent has received from prospective lenders for the JV Financing and that are under active negotiation as of the Contemplated Closing Date), the JG Members, in their sole discretion, may either (i) terminate this Agreement as provided in Section 6.1(e) below; (ii) extend the Contemplated Closing Date for such additional period of time as the JG Members may elect (not to exceed sixty (60) additional days), so as to afford CBL Member Parent additional time to obtain the Initial JV Financing that will provide Net Proceeds at least equal to the 50% Distribution Amount; or (iii), subject to the satisfaction or waiver by the appropriate party of the other conditions to closing stated in this Agreement, elect to proceed with the Closing. The amount by which the 50% Distribution Amount exceeds the Net Proceeds of the Initial JV Financing, if any, is hereinafter referred to as the "Shortfall."

(c) Election by JG Members to Proceed with Closing. If the JG Members make the election described in clause (iii) of Section 4.6(b) above, at the Closing: (i) the entire Net Proceeds of the Initial JV Financing, if any, shall be distributed to the JG Members as provided in Section 1.4(j) above; (ii) CBL Member shall make a capital contribution to Member Newco, which shall in turn make a corresponding capital contribution to the Company, in an amount equal to the Shortfall, up to a maximum of $3 million (the "Shortfall Initial Contribution"), and (iii) the Company will immediately distribute to Member Newco, and Member Newco shall thereupon immediately distribute pro rata to the JG Members an amount equal to the Shortfall Initial Contribution. The Shortfall Initial Contribution, if any, shall be deemed to be CBL Member's Initial Contribution. The amount, if any, by which the Shortfall

exceeds the Shortfall Initial Contribution (the "Remaining Shortfall"), shall be a part of the JG Members Initial Contribution and shall carry a preferred return equal the rate of interest from time to time on the outstanding principal amount of the Initial JV Financing, except that, if the amount of the Interest/Return on the Remaining Shortfall exceeds (the "Excess Amount") the amount computed using the "safe harbor" interest rate set forth in Treasury Regulation Section 1.707-4(a)(3)(ii) (the "Safe Harbor Amount"), then the amount of the preferred return paid each year shall be the Safe Harbor Amount until the expiration of a two year period ending after the Closing at which time the Excess Amount will be paid at the next cash distribution date. The unpaid Excess Amount, if any, will not bear interest or carry a preferred return. The Remaining Shortfall and the preferred return shall have a priority over all other distributions to members of Member Newco, other than tax distributions, until the JG Members have received the Remaining Shortfall in its entirety. The form of Member Newco LLC Agreement shall be revised as appropriate to reflect the provisions of this
Section 4.6(c) in the event that the provisions of this Section 4.6(c) become operable.

4.7 Service Contracts and Other Contracts. The JG Parties have delivered or caused to be delivered to CBL Member any and all service contracts, maintenance agreements and other agreements relating to the performance by third parties of services for the Company, JG Triangle South, the Real Estate and/or the Project that are not cancelable on 30 days or less notice.

4.8 New Encumbrances on the Real Estate. From and after the date hereof and until the first to occur of the Closing and the termination of this Agreement in accordance with Article 6, the JG Members shall cause JG North Raleigh and JG Triangle South to use their respective commercially reasonable efforts to ensure that none of the Real Estate becomes subject to any liens, encumbrances, mortgages, security interests or other adverse rights not in existence as of the date of this Agreement, other than (a) liens for current real and personal property taxes and assessments and other similar taxes and assessments not yet due and payable; (b) easements, licenses, covenants, rights-of-way and other similar restrictions (including building and zoning restrictions) that could not reasonably be expected to materially and adversely affect the use or operation of the Project as currently used and operated; and (c) leases, licenses and other occupancy rights entered into or modified in the ordinary course of business of the Project (collectively, "Permitted Encumbrances")

ARTICLE 5
CONDITIONS TO CLOSING

5.1 Conditions Precedent to Obligations of All Parties. The respective obligations of each Party to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or before the Closing Date of each of the following:

(a) No Injunctions. No court or Governmental Agency of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any statute, rule, regulation, non-appealable judgment, decree, injunction, or other order that is in effect on the Closing Date and that enjoins, restrains, restricts, makes unlawful, or prohibits this Agreement or the Member Newco LLC Agreement or the consummation of any of the transactions contemplated hereby or thereby.

(b) No Pending or Threatened Actions. There shall not be pending or threatened any material action or proceeding seeking to enjoin or restrain consummation of the transactions contemplated by this Agreement or seeking material damages in connection with such transactions.

(c) Revisions to Member Newco LLC Agreement. The JG Members and CBL Member shall have agreed to revisions to the form of Member Newco LLC Agreement as contemplated by the definition of Member Newco LLC Agreement.

(d) Company LLC Agreement. The JG Members and CBL Member shall have agreed to a form of limited liability company agreement for the Company (the "Company LLC Agreement").

5.2 Conditions Precedent to Obligations of CBL Member Parent. The obligations of CBL Member Parent to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or before the Closing Date of each of the following:

(a) Accuracy of Representations and Warranties. The representations and warranties of each of the JG Parties contained herein that are qualified by materiality shall be true and correct on and as of the Closing Date, and the representations and warranties that are not so qualified shall be true and complete in all material respects on and as of the Closing Date, in each case as if made on and as of such date, and the JG Parties shall have executed and delivered to CBL Member Parent a certificate, dated as of the Closing Date, to such effect.

(b) Covenants. The covenants and agreements of each of the JG Parties to be performed on or prior to the Closing shall have been duly performed in all material respects, and the JG Parties shall have executed and delivered to CBL Member Parent a certificate, dated as of the Closing Date, to such effect.

(c) No New Encumbrances. None of the Real Estate shall have become subject to any liens, encumbrances, mortgages, security interests or other adverse rights not in existence as of the date of this Agreement, other than the Permitted Encumbrances.

5.3 Conditions Precedent to Obligations of the JG Parties. The obligations of the JG Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or before the Closing Date of each of the following:

(a) Accuracy of Representations and Warranties. The representations and warranties of CBL Member Parent contained herein that are qualified by materiality shall be true and correct on and as of the Closing Date, and the representations and warranties that are not so qualified shall be true and complete in all material respects on and as of the Closing Date, in each case as if made on and as of such date, and CBL Member

Parent shall have executed and delivered to the JG Parties a certificate, dated as of the Closing Date, to such effect.

(b) Covenants. The covenants and agreements of CBL Member Parent to be performed on or prior to the Closing shall have been duly performed in all material respects, and CBL Member Parent shall have executed and delivered to the JG Parties a certificate, dated as of the Closing Date, to such effect.

(c) Initial JV Financing Closing. Unless the JG Members have elected to proceed under Section 4.6(b)(iii), CBL Member Parent has (i) obtained the Initial JV Financing and (ii) the Net Proceeds of the JV Financing are not anticipated to be less than the 50% Distribution Amount.

ARTICLE 6

TERMINATION AND WAIVER

6.1 General. At any time prior to the Closing, this Agreement may be terminated and the transactions contemplated herein may be voided only as follows:

(a) by written agreement of each of the Parties;

(b) by the JG Members, on one hand, and by CBL Member Parent, on the other hand, if a material breach of any provision of this Agreement (i) has been committed by the other or by one of the other's Affiliates that is a Party and such breach has not been cured and cannot reasonably be expected to be cured within thirty (30) Days after all other conditions to Closing set forth in Section 5.1 have been satisfied or (ii) has not otherwise been waived;

(c) by any Party, by giving written notice of such termination to the other Party, if the Closing shall not have occurred on or prior to the later of (i) November 30, 2005 and (ii) the date to which the JG Members extend the Contemplated Closing Date pursuant to Section 4.6(b)(ii) above, if the JG Members exercise their rights under such Section 4.6(b)(ii), unless the failure of such occurrence shall be due to the delay or failure of the Party seeking to terminate this Agreement under this clause (c), or its Affiliates, to perform in all material respects each of its or their obligations under this Agreement required to be performed by it at or prior to the Closing;

(d) by either Party, if there shall be in effect any law or regulation that prohibits the consummation of the Closing or if consummation of the Closing would violate any non-appealable final order, decree, injunction, or judgment of any Governmental Agency having competent jurisdiction; and

(e) by the JG Members, if CBL Member Parent has not obtained the Initial JV Financing by the Contemplated Closing Date.

6.2 Effect of Termination. In the event of the termination of this Agreement in accordance with this Article 6, this Agreement shall thereafter become null and void and of no further force or effect, and neither Party hereto shall have any liability to the other Party hereto or its Affiliates, directors, officers, or employees; except that this Section 6.2 and Sections 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7, 7.9 and 7.10 shall survive such termination; and except that nothing herein will relieve either Party from liability for any breach of this Agreement prior to such termination. The rights of termination provided in Section 6.1 may only be exercised prior to the Closing in accordance with their respective terms.

ARTICLE 7
MISCELLANEOUS

7.1 Notices. Any notices or other communications required or permitted to be given by this Agreement shall be given in writing and either (a) personally hand-delivered, (b) mailed by prepaid certified or registered mail, with return receipt requested, (c) sent by generally recognized overnight delivery service to the party to whom such notice or communication is directed with delivery fee prepaid, or (d) sent via fax transmission. If personally delivered, notices or other communications shall be effective when received as evidenced by affidavit of the Person making such delivery; if sent by overnight courier delivery service, notices or other communications shall be deemed to have been received by the addressee on the next Day following the date so sent that is not a Saturday, Sunday or a day upon which national banks located in Chattanooga, Tennessee or Cleveland, Ohio are permitted to be closed; if mailed, notices or other communications shall be deemed to have been received by the addressee on the date received, as evidenced by the return receipt; and if sent via fax transmission, notices or other communications shall be deemed to have been received upon actual receipt by the Party to which such notices or other communications are addressed. The inability to make delivery because of changed address of which no notice was given or by reason of rejection or refusal to accept delivery of any notice shall be deemed to be receipt of the notice as of the date of such inability to deliver or rejection or refusal to accept. Any such notices shall be sent to the address of such Party as follows, or to such other address or facsimile number as such Party may designate by written notice in accordance with the provisions of this Section 7.1:

If to the JG Parties, to:

JG North Raleigh L.L.C.

c/o The Richard E. Jacobs Group, Inc.
25425 Center Ridge Road
Cleveland, Ohio 44145-4122

Attention: President
(440) 808-6903 (fax)

JG Triangle Peripheral South LLC c/o The Richard E. Jacobs Group, Inc. 25425 Center Ridge Road
Cleveland, Ohio 44145-4122
Attention: President
(440) 808-6903 (fax)

REJ Realty LLC
c/o The Richard E. Jacobs Group, Inc. 25425 Center Ridge Road
Cleveland, Ohio 44145-4122
Attention: President
(440) 808-6903 (fax)

JG Realty Investors Corp.

c/o The Richard E. Jacobs Group, Inc.
25425 Center Ridge Road
Cleveland, Ohio 44145-4122

Attention: President
(440) 808-6903 (fax)

JG Manager LLC
c/o The Richard E. Jacobs Group, Inc. 25425 Center Ridge Road
Cleveland, Ohio 44145-4122
Attention: President
(440) 808-6903 (fax)

with a copy (as to each of the JG Parties) to:

General Counsel
The Richard E. Jacobs Group, Inc. 25425 Center Ridge Road
Cleveland, Ohio 44145-4122
(440) 808-6903 (fax)

If to CBL Member Parent, to:

CBL & Associates Limited Partnership

2030 Hamilton Place Boulevard
Suite 500, CBL Center
Chattanooga, Tennessee 37421
Attention: Charles B. Lebovitz
(423) 490-8662 (fax)

with a copy to:

Jeffery V. Curry, Esq.

Shumacker Witt Gaither & Whitaker, P.C.

2030 Hamilton Place Blvd.
Suite 210, CBL Center
Chattanooga, Tennessee 37421
(423) 899-1278 (fax)

7.2 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Ohio, including all matters of construction, validity, and performance but excluding all other choice of law and conflicts of law rules.

7.3 Entire Agreement; Amendment. Except as provided in Section 7.8 below, this Agreement, together with all Exhibits hereto, is the Parties' entire agreement with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the subject matter hereof. No modification to this Agreement will be binding unless in writing and signed by a duly authorized representative of each Party.

7.4 Section Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

7.5 Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, that provision shall be of no force and effect, but the illegality or non-enforceability of such provision shall have no effect upon and shall not impair the enforceability of any other provision of this Agreement.

7.6 Successors; No Third-Party Beneficiaries. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and shall not confer any rights or remedies upon any other third party other than such successors and permitted assigns. This Agreement and the respective Parties' rights and obligations hereunder may not be assigned or transferred by any Party, directly or indirectly, or by operation of law, without the prior written consent of the other Parties hereto.

7.7 Expenses. Each Party shall pay its own legal fees and other expenses in connection with the negotiation and execution of this Agreement, except that

(a) the JG Members (in the aggregate) and CBL Member will each bear one-half of the cost of any transfer and similar taxes, if any, payable in connection with the transactions contemplated by this Agreement;

(b) if this Agreement is terminated under Section 6.1 above (other than under Section 6.1(b)), REJ Realty and CBL Member Parent shall each pay one-half of the expenses of and fees payable to UBS Real Estate Investments Inc., the proposed lender of the Initial JV Financing, that the Company, CBL Member Parent or its Affiliates are obligated to pay, including without limitation fees and expenses of lender's counsel (capped at $75,000 in the aggregate), any fixed or per diem rate lock and/or hedge loss fees, and the good faith deposit in the amount of $100,000 (collectively, the "Lender Fees and Expenses");

(c) if this Agreement is terminated by CBL Member Parent under Section 6.1(b) above by reason of a breach of this Agreement by one or more of the JG Parties, REJ Realty shall pay or reimburse CBL Member Parent for all of the Lender Fees and Expenses; and

(d) if this Agreement is terminated by the JG Members under Section 6.1(b) above by reason of a breach of this Agreement by CBL Member Parent, none of the JG Parties nor any of their respective Affiliates shall have any obligation to pay or reimburse CBL Member Parent or its Affiliates for all or any part of the Lender Fees and Expenses, all of which shall be paid by CBL Member Parent or its Affiliates.

7.8 Confidentiality; Public Announcements. From the date hereof until the first to occur of the Closing and the termination of this Agreement in accordance with Article 6, the Parties will be bound by the provisions of Part VI of the Letter Agreement to the same extent as if it were rewritten in its entirety herein.

7.9 Survival. The representations and warranties contained in Article 2 shall survive the Closing until the expiration or earlier termination of the Member Newco LLC Agreement. The representations and warranties contained in Article 3 shall survive for a period of one (1) year after the Closing. Subject to Section 6.2, the provisions of Section 4.2 and Article 7 shall survive the Closing until the termination of the Member Newco LLC Agreement, and the provisions of Sections 4.3 and 4.5 shall survive without limitation as to time.

7.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

[Signatures on following page]

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the day and year first above written.

REJ REALTY LLC

By: /s/ Judson E. Smith
     Judson E. Smith, Executive Vice President

JG NORTH RALEIGH L.L.C

By:/s/ Judson E. Smith
     Judson E. Smith, Executive Vice President

JG TRIANGLE PERIPHERAL SOUTH LLC

By:/s/ Judson E. Smith
     Judson E. Smith, Executive Vice President

JG MANAGER LLC

By:/s/ Judson E. Smith
     Judson E. Smith, Executive Vice President

JG REALTY INVESTORS CORP.

By:/s/ Judson E. Smith
     Judson E. Smith, Executive Vice President

CBL & ASSOCIATES LIMITED PARTNERSHIP

By: CBL Holdings I, Inc., its sole general partner

By:/s/ John N. Foy
      John N. Foy
      Vice Chairman and Chief Financial Officer

APPENDIX A
DEFINITIONS

"Affiliate" means, with respect to any Person, (i) any Person, which directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person and/or (ii) any Person, ten percent (10%) or more of the equity or beneficial interests of which are owned by such Person or owned by an Affiliate of such Person that is an Affiliate pursuant to clause (i) of this paragraph. Notwithstanding the definition of Affiliate set forth above, (A) EMJ Corporation, a Tennessee corporation, shall not be deemed an Affiliate of CBL Member Parent for purposes of this Agreement, (B) REJ Realty and its Affiliates shall not be deemed Affiliates of CBL Member Parent for purposes of this Agreement and (C) CBL Member Parent and its Affiliates shall not be deemed Affiliates of REJ Realty for purposes of this Agreement.

"Agreement" has the meaning set forth in the Preamble to this Agreement.

"CBL Member" has the meaning set forth in the Preamble to this Agreement.

"CBL Member Parent" has the meaning set forth in the Preamble to this Agreement.

"CBL Member Guaranteed Obligations" has the meaning set forth in Section 4.3 of this Agreement.

"Closing" has the meaning set forth in Section 1.3 of this Agreement.

"Closing Date" has the meaning set forth in Section 1.3 of this Agreement.

"Company" has the meaning set forth in the Preamble to this Agreement.

"Company LLC Agreement" has the meaning set forth in Section 5.1(d) of this Agreement.

"Contemplated Closing Date" has the meaning set forth in Section 4.6(b) of this Agreement.

"Control" or "Controlled by" means the power, directly or indirectly, to direct the actions, operation or management of another Person or business entity by contract, the ownership of voting rights or otherwise.

"Entity" means any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization.

"Environmental Reports" has the meaning set forth in Section 3.1(f) of this Agreement.

"Excess Amount" has the meaning set forth in Section 4.6(c) of this Agreement.

"50% Distribution Amount" has the meaning set forth in Section 4.6(a) of this Agreement.

"Governmental Agency" has the meaning set forth in Section 2.4 of this Agreement.

"Hazardous Substances" has the meaning set forth in Section 3.1(f) of this Agreement.

"Initial JV Financing" means the financing to be obtained by CBL Member Parent, on terms and conditions satisfactory to CBL Member Parent and the JG Members, by the Closing Date for purposes of refinancing the existing mortgage indebtedness of JG North Raleigh and JG Triangle South and providing funds for the distribution of the 50% Distribution Amount to the JG Members

"JG Manager" has the meaning set forth in the Preamble to this Agreement.

"JG Members" has the meaning set forth in the Preamble to this Agreement.

"JG Members Initial Contribution" means the sum equal to one-half of the Pre-Closing Project Net Equity plus the Remaining Shortfall, if any.

"JG Parties" means the JG Members, JG Triangle South, and JG North Raleigh

"JGRI" has the meaning set forth in the Preamble to this Agreement.

"JG Triangle South" has the meaning set forth in the Preamble to this Agreement.

"Lender Fees and Expenses" has the meaning set forth in Section 7.7 of this Agreement.

"Letter Agreement" means that certain letter agreement, dated September 14, 2005, and effective as of September 15, 2005, by and between The Richard E. Jacobs Group, Inc. and CBL & Associates Properties, Inc.

"Member Newco" has the meaning set forth in the Preamble to this Agreement.

"Member Newco LLC Agreement" means that certain Limited Liability Agreement of Member Newco, to be entered into as of the Closing Date, by and among the JG Members and CBL Member, and the other exhibits and schedules attached to and incorporated therein, substantially in the form of Exhibit A attached hereto and made a part hereof, with technical corrections, exhibits completed, blanks appropriately filled and questions indicated by brackets resolved and with such further revisions as shall be necessary or appropriate to conform said Exhibit A to the Transaction Chart, e.g., to reflect that Member Newco will be the sole Member of the Company and not the direct owner of the Project. References in this Agreement to specific numbered sections of the Member Newco LLC Agreement shall, from and after the Closing, be deemed, without the need for any amendment to this Agreement, to refer to the sections in the executed version of the Member Newco LLC Agreement that correspond to the sections referenced in this Agreement, after giving effect to any changes in the numbering or wording of such sections as a result of the revisions to the Member Newco LLC Agreement contemplated by the immediately preceding sentence.

"Net Proceeds" means the entire gross proceeds of the Initial JV Financing, minus the principal amount of and accrued and unpaid interest on the existing indebtedness of JG North Raleigh and JG Triangle South that is refinanced by the Initial JV Financing and closing costs

"Parties" means JG Triangle South, JG Manager, JGRI, REJ Realty, and CBL Member Parent, and "Party" means any one of them.

"Permitted Encumbrances" has the meaning set forth in Section 4.8 of this Agreement.

"Person" means any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such "Person", where the context so permits.

"Pre-Closing Project Net Equity" has the meaning set forth in Section 1.2(a) of this Agreement.

"Project" means the retail shopping center heretofore developed on the Real Estate, including Triangle Town Center and Triangle Town Place, together with any and all additional development/redevelopment or expansion of any phase or portion of such shopping center and/or Real Estate from and after the Closing Date.

"Project Employees" has the meaning set forth in Section 4.4 of this Agreement.

"Property Management Agreement" means that certain Property Management Agreement, to be entered into as of the Closing Date, by and among CBL Manager and the Company, in the form of Exhibit G to the form of the Member Newco LLC Agreement.

"Real Estate" means the approximately 43.328 acres of land owned by JG North Raleigh and the approximately 15.749 acres of land owned by JG Triangle South, in both cases near the I-540 - US 1 interchange in Raleigh, North Carolina, and any other real estate acquired by the Company from and after the Closing Date.

"REJ Realty" has the meaning set forth in the Preamble to this Agreement.

"Remaining Shortfall" has the meaning set forth in Section 4.6(c) of this Agreement,

"Shortfall" has the meaning set forth in Section 4.6(b) of this Agreement.

"Shortfall Initial Contribution" has the meaning set forth in Section 4.6(c) of this Agreement.

"Transaction Chart" has the meaning set forth in Section 1.4 of this Agreement.

"Triangle Town Center" has the meaning set forth in the Preamble to this Agreement.

"Triangle Town Place" has the meaning set forth in the Preamble to this Agreement.

EXHIBIT A

EXHIBIT A

The Member Newco LLC Agreement

LIMITED LIABILITY COMPANY AGREEMENT

OF

[TRIANGLE TOWN MEMBER LLC]

BY AND AMONG

[CBL TRIANGLE TOWN MEMBER], LLC

a [North Carolina] limited liability company

and

REJ REALTY LLC, a Delaware limited liability company, JG REALTY INVESTORS CORP., an Ohio corporation, and JG MANAGER LLC, an Ohio limited liability company

Effective Date: October __, 2005

ARTICLE I DEFINITIONS......2
---------------------
   1.01     Definitions...........................................................................................2
   ----     ------------
   1.02     Other Definitional Provisions........................................................................15
   ----     ------------------------------
   1.03     Statement as to Member's Approval/Voting Rights......................................................15
   ----     ------------------------------------------------
ARTICLE II FORMATION.......15
--------------------
   2.01     Formation............................................................................................16
   ----     ----------
   2.02     Name.................................................................................................16
   ----     -----
   2.03     Principal Place of Business..........................................................................16
   ----     ----------------------------
   2.04     Statutory Agent......................................................................................16
   ----     ----------------
   2.05     Term.................................................................................................16
   ----     -----
ARTICLE III PURPOSE OF COMPANY; ADMISSION OF MEMBERS;         16
-----------------------------------------------------
   3.01     General Business Purpose of Member Newco.............................................................16
   ----     -----------------------------------------
   3.02     Admission of Members; Distribution of Initial JV Financing Proceeds .................................16
   ----     ---------------------------------------------------------------------
   3.03     Capital Accounts.....................................................................................16
   ----     -----------------
   3.04     Financing............................................................................................17
   ----     ----------
   3.05     Outparcel Venture....................................................................................24
   ----     ------------------
ARTICLE IV NAMES AND ADDRESSES OF MEMBERS   25
-----------------------------------------
ARTICLE V GOVERNANCE.......25
--------------------
   5.01     General Powers.......................................................................................25
   ----     ---------------
   5.02     Standard of Conduct..................................................................................25
   ----     --------------------
   5.03     Governance; Unanimous Approval Items.................................................................25
   ----     -------------------------------------
ARTICLE VI SPECIFIC DUTIES OF MEMBERS       29
-------------------------------------
   6.01     Managing Member......................................................................................29
   ----     ----------------
   6.02     Managing Member; Managing Member's Specific Duties...................................................29
   ----     ---------------------------------------------------
   6.03     Construction Contract................................................................................34
   ----     ----------------------
   6.04     Removal and Resignation..............................................................................35
   ----     ------------------------
   6.05     Compensation.........................................................................................35
   ----     -------------
ARTICLE VII CONFLICT OF INTEREST TRANSACTIONS        35
---------------------------------------------
ARTICLE VIII INDEMNIFICATION        36
----------------------------
   8.01     Indemnification......................................................................................36
   ----     ----------------
   8.02     Expenses.............................................................................................36
   ----     ---------
   8.03     Insurance............................................................................................37
   ----     ----------
ARTICLE IX LIMITATION OF LIABILITY OF MEMBERS; MEMBER LISTS   37
-----------------------------------------------------------


                                       23

   9.01     Limitation on Liability..............................................................................37
   ----     ------------------------
   9.02     No Liability for Company Obligations.................................................................37
   ----     -------------------------------------
   9.03     List of Members......................................................................................37
   ----     ----------------
ARTICLE X LIABILITY, PROPERTY AND CASUALTY INSURANCE 37
----------------------------------------------------
ARTICLE XI CAPITAL CONTRIBUTIONS TO MEMBER NEWCO     37
------------------------------------------------
   11.01    Members' Required Member Funding.....................................................................37
   -----    ---------------------------------
   11.02    Additional Non-Required Contributions................................................................40
   -----    --------------------------------------
   11.03    No Third-Party Rights................................................................................41
   -----    ----------------------
   11.04    Member Construction Loans not Member Funding.........................................................41
   -----    ---------------------------------------------
   11.05    No Further Assessments on Membership Interests.......................................................41
   -----    -----------------------------------------------
ARTICLE XII DISTRIBUTIONS TO MEMBERS        41
------------------------------------
   12.01    Distributions of Distributable Cash..................................................................41
   -----    ------------------------------------
   12.02    Capital Events Distributions.........................................................................42
   -----    -----------------------------
   12.03    Distribution of Incoming Equalizing Contribution to CBL Member.......................................42
   -----    --------------------------------------------------------------
   12.04    Limitation Upon Distributions........................................................................43
   -----    ------------------------------
ARTICLE XIII ALLOCATIONS OF NET PROFITS AND NET LOSSES        43
------------------------------------------------------
   13.01    Net Profits..........................................................................................43
   -----    ------------
   13.02    Net Losses...........................................................................................44
   -----    -----------
   13.03    2005 Fiscal Year.....................................................................................44
   -----    -----------------
ARTICLE XIV BOOKS AND RECORDS.......44
-----------------------------
   14.01    Accounting Period....................................................................................44
   -----    ------------------
   14.02    Records and Reports..................................................................................44
   -----    --------------------
   14.03    Inspection of Records by Members.....................................................................45
   -----    ---------------------------------
   14.04    Tax Returns..........................................................................................45
   -----    ------------
   14.05    Financial Statements.................................................................................45
   -----    ---------------------
ARTICLE XV TERMINATION OF MEMBERSHIP INTEREST        46
---------------------------------------------
   15.01    Termination of Interest..............................................................................46
   -----    ------------------------
   15.02    Withdrawal...........................................................................................46
   -----    -----------
   15.03    Effect of Termination of Membership..................................................................46
   -----    ------------------------------------
ARTICLE XVI TRANSFERS OF MEMBERSHIP INTERESTS AND RESTRICTIONS ON TRANSFERS; IMPASSE PROVISIONS; PLEDGE OF
-----------------------------------------------------------------------------------------------------------
MEMBERSHIP INTERESTS       46
--------------------
   16.01    Definition of "Assignment"...........................................................................46
   -----    ---------------------------
   16.02    Restriction on Assignment............................................................................47
   -----    --------------------------
   16.03    Exempt Assignments...................................................................................47
   -----    -------------------
   16.04    Mandatory Buy/Sell on Impasse........................................................................49
   -----    ------------------------------
   16.05    Right of First Refusal; Buy/Sell.....................................................................52
   -----    ---------------------------------
   16.06    Conditions of Assignments............................................................................55
   -----    --------------------------
   16.07    Lender Approval......................................................................................56
   -----    ----------------
   16.08    Pledge of Membership Interests.......................................................................56
   -----    -------------------------------
   16.09    Mutually Exclusive Rights............................................................................57
   -----    --------------------------
ARTICLE XVII DISSOLUTION, TERMINATION AND WINDING-UP 57
----------------------------------------------------
   17.01    Events Causing Dissolution...........................................................................57
   -----    ---------------------------
   17.02    Continuation.........................................................................................57
   -----    -------------
   17.03    Effect of Dissolution................................................................................57
   -----    ----------------------
   17.04    Winding-Up, Liquidation and Distribution of Assets...................................................57
   -----    ---------------------------------------------------
   17.05    Articles of Termination..............................................................................58
   -----    ------------------------
   17.06    Return of Contribution Nonrecourse to Other Members..................................................59
   -----    ----------------------------------------------------
ARTICLE XVIII MISCELLANEOUS PROVISIONS      59
--------------------------------------
   18.01    Applicable Law.......................................................................................59
   -----    ---------------
   18.02    No Action or Partition...............................................................................59
   -----    -----------------------
   18.03    Execution of Additional Instruments..................................................................59
   -----    ------------------------------------


                                       24

   18.04    Waivers..............................................................................................59
   -----    --------
   18.05    Rights and Remedies Cumulative.......................................................................59
   -----    -------------------------------
   18.06    Heirs, Successors and Assigns........................................................................59
   -----    ------------------------------
   18.07    Creditors............................................................................................59
   -----    ----------
   18.08    Counterparts.........................................................................................59
   -----    -------------
   18.09    Federal Income Tax Elections; Tax Matters Member.....................................................60
   -----    -------------------------------------------------
   18.10    Notices..............................................................................................60
   -----    --------
   18.11    Amendments...........................................................................................61
   -----    -----------
   18.12    Enforceability.......................................................................................61
   -----    ---------------
   18.13    Drafting.............................................................................................61
   -----    ---------
   18.14    Further Assurances...................................................................................61
   -----    -------------------
   18.15    Time.................................................................................................61
   -----    -----
   18.16    Integration..........................................................................................61
   -----    ------------
   18.17    Termination of Letter Agreement......................................................................61
   -----    --------------------------------
   18.18    Public Announcements; Precedence in Publicity........................................................61
   -----    ----------------------------------------------
   18.19    Estoppel Certificates................................................................................62
   -----    ----------------------
   18.20    Legal Counsel........................................................................................62
   -----    --------------
ARTICLE XIX REPRESENTATIONS AND WARRANTIES  63
------------------------------------------
   19.01    Representations of the JG Members....................................................................63
   -----    ----------------------------------
   19.02    Representations of CBL Member........................................................................64
   -----    ------------------------------
   19.03    Survival of Representations and Warranties...........................................................65
   -----    -------------------------------------------
ARTICLE XX DEFAULT PROVISIONS.......65
-----------------------------
   20.01    Events of Default....................................................................................65
   -----    ------------------
   20.02    Remedies Upon Default................................................................................67
   -----    ----------------------
   20.03    Purchase Upon Default................................................................................68
   -----    ----------------------
   20.04    Default Approval Rights; Loss of Approval Rights on Defaults.........................................70
   -----    -------------------------------------------------------------
   20.05    Attorney's Fees......................................................................................70
   -----    ----------------
   20.06    Closing..............................................................................................71
   -----    --------
ARTICLE XXI APPOINTMENT OF MANAGING MEMBER AS ATTORNEY-IN-FACT         73
--------------------------------------------------------------
   21.01    Appointment..........................................................................................73
   -----    ------------
   21.02    Survival.............................................................................................73
   -----    ---------

Exhibit A ........Description of the Real Estate
Exhibit B.........Membership Interests
Exhibit C.........Fees to Members
Exhibit D.........Appraisal Procedure
Exhibit E.........Site Plan
Exhibit F.........Property Management Agreement
Exhibit G.........2006 Operating Budget
Exhibit H.........Tax Matters

LIMITED LIABILITY COMPANY AGREEMENT

OF

[TRIANGLE TOWN MEMBER LLC]

THIS LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of [TRIANGLE TOWN MEMBER LLC], an [Ohio] limited liability company ("Member Newco"), is made and entered into as of the [ ]th day of October, 2005, by and among [CBL TRIANGLE TOWN MEMBER], LLC, a [North Carolina] limited liability company ( herein referred to as "CBL Member"), and REJ REALTY LLC, a Delaware limited liability company ("REJ Realty"), JG REALTY INVESTORS CORP., an Ohio corporation ("JGRI"), and JG MANAGER LLC, an Ohio limited liability company (("JG Manager"; with REJ Realty and JGRI, each, a "JG Member" and, collectively, the "JG Members")).

W I T N E S S E T H:

WHEREAS, Member Newco was formed by filing Articles of Organization with the Secretary of State of Ohio on October [ ], 2005;

WHEREAS, Member Newco owns all of the member interests in Triangle Town Center LLC, a North Carolina limited liability company (the "Company"); and

WHEREAS, the Company owns certain real property located in Raleigh, North Carolina, consisting of approximately 59.077 acres of land (said real property being more particularly described on Exhibit A attached hereto and is herein referred to, together with any other real property from time to time hereafter acquired by the Company, as the "Real Estate") which Real Estate is the site of retail shopping centers known as Triangle Town Center and Triangle Town Place (together with the result of any Future Development Activities, the "Project");

WHEREAS, upon execution of this Agreement and in consideration of its covenants and agreements set forth herein, CBL Member has been admitted to Member Newco as a member;

WHEREAS, upon CBL Member's admission to Member Newco and after giving effect to the transactions occurring as of the date hereof, CBL Member and the JG Members own the respective Capital Interests and Profits Interests set forth on Exhibit B attached hereto;

WHEREAS, the Members desire to enter into this Agreement to set forth the rules, regulations, and provisions regarding the management of the business of Member Newco, the regulation of the affairs of Member Newco, the governance of Member Newco, the conduct of Member Newco's business and the rights and privileges of the Members.

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

The operating agreement or limited liability company agreement governing Member Newco and its Members shall be as set forth herein.

o
DEFINITIONS

7.11 Definitions. For purposes of this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

"Accountants" shall mean Deloitte & Touche LLP or such other national accounting firm as selected by the Members.

"Act" shall mean the Ohio Limited Liability Company Law, Chapter 1705 of the Ohio Revised Code, as the same exists or may hereafter be amended.

"Active Right" shall have the meaning assigned to that term in Section 16.09.

"Affiliate" shall mean, with respect to any Person (i) any Person, which directly or indirectly, through one or more intermediaries, Controls (as hereinafter defined), is Controlled by, or is under common Control with, such Person and/or (ii) any Person, ten percent (10%) or more of the equity or beneficial interests of which are owned by a Member or owned by an Affiliate of a Member that is an Affiliate pursuant to clause (i) of this paragraph. Notwithstanding the definition of Affiliate set forth above, (A) EMJ Corporation, a Tennessee corporation ("EMJ"), shall not be deemed an Affiliate of CBL Member for purposes of this Agreement, (B) the JG Members and their respective Affiliates shall not be deemed Affiliates of CBL Member for purposes of this Agreement and (C) CBL Member and its Affiliates shall not be deemed Affiliates of the JG Members for purposes of this Agreement.

"Affiliate Loan Guarantee(s)" shall have the meaning assigned to that term in Section 3.04(c).

"Agreement" shall mean this Agreement as originally executed and as may be modified or amended from time to time, and shall include all Exhibits attached hereto and incorporated herein, each as originally executed and as may be modified or amended from time to time.

"Anchor" shall mean any department store or other tenant or occupant of the Project whose leased or owned floor space is greater than 70,000 square feet.

"Appraisal Procedure" shall mean the procedure set forth on Exhibit D attached hereto for determining the fair market value of the Project in the event such is called for pursuant to this Agreement.

"Appraised Value" shall have the meaning assigned to that term in Exhibit D attached hereto.

"Articles of Organization" shall mean the Articles of Organization of Member Newco as filed with the Secretary of State of Ohio, as the same exists or may hereafter be amended as set forth in this Agreement.

"Buy/Sell Initiator" shall have the meaning assigned to that term in
Section 16.05(b).

"Buy/Sell Initiator Offer Price" shall have the meaning assigned to that term in Section 16.05(b).

"Buy/Sell Offer Notice" shall have the meaning assigned to that term in
Section 16.05(b).

"Buy/Sell Project Value" shall have the meaning assigned to that term in
Section 16.05(b).

"Buy/Sell Respondent" shall have the meaning assigned to that term in
Section 16.05(b).

"Buy/Sell Respondent Purchase Price" shall have the meaning assigned to that term in Section 16.05(b).

"Capital Account" shall have the meaning assigned to that term in Section 3.03(a).

"Capital Events" shall mean the following events:

(a) Any financing or refinancing of Company indebtedness that produces a surplus of funds available for distribution to the Members after deduction for (A) all transaction costs, (B) repayment of any refinanced indebtedness (but not Member Funding made by a Member or its Affiliate in the form of a loan to Member Newco), and (C) the establishment of any Reserves; and

(b) Any sale of all or any of the assets of Member Newco that produces a surplus of funds available for distribution to the Members after deduction for (A) all transaction costs, (B) repayment of any underlying indebtedness (but not Member Funding made by a Member or its Affiliate in the form of a loan to Member Newco), and (C) the establishment of any Reserves.

"Capital Events Distribution" shall mean any distribution of cash arising from the occurrence of a Capital Event in the order as set forth in Section 12.01 below.

"Capital Interest" shall mean that portion of the Membership Interest of a Member that represents such Member's interest in the capital of Member Newco.

"CBL Member" shall have the meaning assigned to that term in the Preamble above.

"CBL Member Construction Loan Guarantee Share" shall have the meaning assigned to that term in Section 3.04(a).

"CBL Member Construction Loan Response Notice" shall have the meaning assigned to that term in Section 3.04(a).

"CBL Member Mandatory Contributions" shall have the meaning assigned to that term in Section 11.01(b).

"CBL Member Permanent Financing/Refinancing Guarantee Share" shall have the meaning assigned to that term in Section 3.04(b).

"CBL Member Parent" shall mean CBL & Associates Limited Partnership, a Delaware limited partnership.

"Code" shall mean the Internal Revenue Code of 1986, as the same exists or may hereafter be amended.

"Company" shall have the meaning assigned to that term in the Preamble above.

"Construction Contract(s)" shall mean the contract(s) for the construction of the phases of the Project as further described in Section 6.03 below.

"Construction Funds" shall have the meaning assigned to that term in
Section 11.01(b).

"Construction Loan(s)" shall mean the loan(s) obtained by Member Newco on behalf of the Company from a lender of the funds necessary to (i) proceed with construction of the Project or any Future Development Activity and (ii) to fund any interim or bridge loan required in order to secure public financing for on or off-site improvements, including but not limited to tax incremental financing or transportation development districts or similar governmental/public financing programs in connection with the development of the Project. A Member may act as the lender of a Construction Loan as provided in Section 3.04(a), and subject to
Section 5.03(g), below. Member Funding made by a Member or its Affiliate in the form of a loan to Member Newco shall not be considered to be Construction Loan(s) for purposes of this definition.

"Construction Loan Unavailability Notice" shall have the meaning assigned to that term in Section 3.04(a).

"Construction Period(s)" shall mean, as to any Future Development Activity, the period from the date on which construction of the improvements or developments constituting such Future Development Activity shall commence

(including pre-construction activity with respect thereto) to the opening for business to the general public of improvements or development constituting such Future Development Activity.

"Control" or "Controlled by" shall mean the power, directly or indirectly, to direct the actions, operation or management of another Person by contract, the ownership of voting rights or otherwise, except that (i) CBL Member shall not be deemed to be Controlled by CBL Member Parent, for the purposes of Section 16.03(c), unless CBL Member Parent has the power, directly or indirectly, to vote or exercise consent or approval rights with respect to more than fifty percent (50%) of the equity interests of CBL Member; (ii) the JG Members shall not be deemed to be Controlled by Richard E. Jacobs, for the purposes of Section 16.03(c), unless Richard E. Jacobs, any JG Member, and Jacobs Realty Investors Limited Partnership, or any of them, in the aggregate, has the power, directly or indirectly, to vote or exercise consent or approval rights with respect to more than fifty percent (50%) of the equity interests of the JG Members; and
(iii) an entity shall not be deemed to be Controlled by Richard E. Jacobs, the JG Members, or Jacobs Realty Investors Limited Partnership, for the purposes of
Section 16.03(a)(iii)(A) unless Richard E. Jacobs, any JG Member, and Jacobs Realty Investors Limited Partnership, or any of them, in the aggregate, directly or indirectly control or own a majority of the capital, income and loss and voting interests or is the sole general partner, sole managing member or sole manager of such entity.

"Day" or "Days" (whether or not set forth in initial capital letters) shall mean a calendar day or days unless specifically stated otherwise.

"Default" shall have the meaning assigned to that term in Section 20.01.

"Default Approval Rights" shall have the meaning assigned to that term in
Section 20.04.

"Default Formula Price" shall have the meaning assigned to that term in
Section 20.03(b).

"Default Purchase Closing Date" shall have the meaning assigned to that term in Section 20.06(c).

"Default Purchase Price" shall have the meaning assigned to that term in
Section 20.03(b).

"Defaulting Member" shall have the meaning assigned to that term in Section 20.01.

"Development Fee" shall have the meaning assigned to that term in Exhibit C.

"Development Schedule(s)" shall mean the schedule for development and construction of the Project or any Future Development Activity. The Development Schedule may be revised by the Members as set forth in this Agreement.

"Distributable Cash" shall mean, as to any period for which Distributable Cash is to be calculated, all cash received by Member Newco during such period

from Company operations but not from Capital Events, plus any cash that becomes available as the result of the reversal of previously established Reserves, less the sum of the following, to the extent paid or set aside by Member Newco during such period: (i) all principal and interest payments on indebtedness of Member Newco and all other sums paid to lenders (but excluding payments of principal of and Interest/Return on Member Funding made by a Member or its Affiliate in the form of a loan to Member Newco); (ii) all cash expenditures incurred in the operation of Member Newco's business and/or maintaining Member Newco's status and qualification as a limited liability company including the fees listed on Exhibit C due and payable during such period; and (iii) Reserves (to the extent not expended or reversed during such period).

"EMJ" shall mean EMJ Corporation, a Tennessee corporation.

"Entity" shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization.

"Events of Dissolution" shall have the meaning assigned to that term in
Section 17.01.

"Exercise Notice" shall have the meaning assigned to that term in Section 20.03(b).

"Expedited Impasse Event" shall have the meaning assigned to that term in
Section 16.04(a).

"Fiscal Year" shall mean Member Newco's Fiscal Year, which shall be the calendar year.

"Future Development Activity" or "Future Development Activities" shall mean any and all additional development/redevelopment or expansion of any portion of the Project or the Real Estate from and after the date of this Agreement

"GAAP" shall mean generally accepted accounting principles consistently applied. GAAP is a combination of authoritative accounting standards established by policy boards in the accounting profession or overseeing the accounting profession. As to any matter involving Member Newco's books and records, financial statements and/or accounting procedures, the determination of whether such complies with GAAP shall be made by the Accountants.

"Governmental Authority" shall mean any federal, state, local, provincial or other governmental department, agency, court or other authority or instrumentality, whether of the United States, or of any of its states, possessions, or territories, or of any foreign nation, or of any subdivision of any of the foregoing

"HVAC" shall mean heating, ventilation and air conditioning.

"Impasse" shall have the meaning assigned to that term in Section 16.04(a).

"Impasse Initiator" shall have the meaning assigned to that term in Section 16.04(b).

"Impasse Initiator Offer Price" shall have the meaning assigned to that term in Section 16.04(b).

"Impasse Notice Sender" shall have the meaning assigned to that term in
Section 16.04(a).

"Impasse Notice Recipient" shall have the meaning assigned to that term in
Section 16.04(a).

"Impasse Offer Notice" shall have the meaning assigned to that term in
Section 16.04(b).

"Impasse Project Value" shall have the meaning assigned to that term in
Section 16.04(b).

"Impasse Respondent" shall have the meaning assigned to that term in
Section 16.04(b).

"Impasse Respondent Purchase Price" shall have the meaning assigned to that term in Section 16.04(b).

"Incoming Equalizing Contribution" shall have the meaning assigned to that term in Section 16.06(f).

"Indemnitee" shall have the meaning assigned to that term in Section 8.01.

"Initial Contribution" shall mean the initial contribution to the capital of Member Newco made by a Member pursuant to this Agreement as set forth in
Section 11.01(a).

"Initial Impasse Notice" shall have the meaning assigned to that term in
Section 16.04(a).

"Initial JV Financing" shall mean the refinancing of the existing indebtedness of Member Newco pursuant to that certain [Credit Agreement] by and between Member Newco and [Lender], dated as of the date of this Agreement.

"Initial Operating Agreement" shall have the meaning assigned to that term in the Whereas clauses above.

"Interest/Return" shall have the meaning assigned to that term in Section 3.03(d).

"JG Manager" shall have the meaning assigned to that term in the Preamble to this Agreement.

"JG Members Construction Loan Guarantee Share" shall have the meaning assigned to that term in Section 3.04(a).

"JG Members Construction Loan Response Notice" shall have the meaning assigned to that term in Section 3.04(a).

"JG Members Exit Event" shall have the meaning assigned to that term in
Section 16.06(f).

"JG Member" and "JG Members" shall have the meaning assigned to those terms in the Preamble above. References to the JG Members shall be deemed to refer to each of the JG Members, individually, and all of the JG Members, collectively.

"JG Members Permanent Financing/Refinancing Guarantee Share" shall have the meaning assigned to that term in Section 3.04(b).

"JG Members Substituted Default Contribution" shall have the meaning assigned to that term in Section 11.01(b).

"JG Members Substitute Member" shall have the meaning assigned to that term in Section 16.06(f).

"JGRI" shall have the meaning assigned to that term in the Preamble to this Agreement.

"Key Construction Loan Terms" shall mean the following terms of any proposed Construction Loan for the Company, as embodied in a written term sheet, commitment letter or similar document provided by a potential financing source, and such following terms shall be subject to unanimous approval of the Members as set forth in Section 5.03 below:

(i) The amount of the Construction Loan, unless the amount of the proposed Construction Loan is as set forth in the approved Pro Forma, and the equity requirements of the Construction Loan, unless the amount of equity is as set forth in the approved Pro Forma;

(ii) The rate(s) of interest and whether such rate(s) of interest is/are fixed or variable;

(iii) The cross defaulting of the Construction Loan with any other financing of CBL Member, CBL Member Parent or any Affiliates of CBL Member or CBL Member Parent;

(iv) Any provision calling for the personal guarantee of or indemnification or contribution by any of the JG Members or their respective Affiliates;

(v) Representations warranties or undertakings that may create personal liability of the Members beyond their interest in Member Newco, other than representations or warranties that are made by the Managing Member and/or its Affiliates;

(vi) The term, if less than one (1) year beyond the projected end of the Construction Period for the Future Development Activity to which the Construction Loan relates; and

(vii) Any document evidencing or securing the Construction Loan that does not permit the transfer of Membership Interests that would otherwise be permitted under Article XVI of this Agreement; except that any provision in any such document that provides that prior notice must be given to the lender of the Construction Loan of a transfer of Membership Interests shall not be deemed to be a Key Construction Loan Term if such lender has no rights to prohibit or restrict such transfers otherwise permitted under Article XVI of this Agreement.

Once the Members have unanimously approved the Key Construction Loan Terms, any change or modification to such terms as approved by the Members (other than non-substantive wording changes or typographical errors) shall require the unanimous re-approval of the Members pursuant to Section 5.03 below.

"Key Permanent Loan Terms" shall mean the following terms of any proposed Permanent Financing/Refinancing for the Company, as embodied in a written term sheet, commitment letter or similar document provided by a potential financing source, and such following terms shall be subject to unanimous approval as set forth in Section 5.03 below:

(i) The amount of the Permanent Loan, unless the amount of the proposed Permanent Financing/Refinancing is as set forth in the approved Pro Forma;

(ii) The rate(s) of interest and whether such rate(s) of interest is/are fixed or variable;

(iii) The cross defaulting of the Permanent Financing/Refinancing with any other financing of CBL Member, CBL Member Parent or any Affiliates of CBL Member or CBL Member Parent;

(iv) Any provision calling for the personal guarantee of or indemnification or contribution by any Member or its Affiliates other than the Managing Member and/or its Affiliates;

(v) Representations, warranties or undertakings that may create personal liability of the Members beyond their interest in Member Newco, other than representations or warranties that are made by the Managing Member and/or its Affiliates and other than personal liability for standard recourse carve out provisions customary in the industry relating to (i) fraud, (ii) willful misrepresentation; (iii) waste, (iv) retention or diversion of rent or other revenue after an event of default; (v) retention or diversion of tenant security deposits; (vi) misapplication of insurance proceeds; and (vii) misapplication of condemnation awards;

(vi) The term, if less than a period of five (5) years; and

(vii) Any document evidencing or securing the Permanent Financing/Refinancing that does not permit the transfer of Membership Interests that would otherwise be permitted under Article XVI of this Agreement; except that any provision in any such document that provides that prior notice must be

given to the lender of the Permanent Financing/Refinancing of a transfer of Membership Interests shall not be deemed to be a Key Permanent Loan Term if such lender has no rights to prohibit or restrict such transfers otherwise permitted under Article XVI of this Agreement.

Once the Members have unanimously approved the Key Permanent Loan Terms, any change or modification to such terms as approved by the Members (other than non-substantive wording changes or typographical errors) shall require the unanimous re-approval of the Members pursuant to Section 5.03 below.

"Letter Agreement" shall mean that certain letter agreement dated September 14, 2005 and effective as of September 15, 2005 entered into by and between (i) CBL Member or its Affiliate and (ii) the JG Members or their Affiliate with respect to the entering into of this Agreement.

"Losses" shall have the meaning assigned to that term in Section 8.01.

"Majority Vote" shall mean the vote or written consent of Members holding a majority (i.e., in excess of fifty percent (50%)) of the Voting Interests held by all Members.

"Management Fee" shall have the meaning assigned to that term on Exhibit C.

"Managing Member" shall mean CBL Member, unless and until replaced pursuant to the terms of this Agreement and, upon such replacement, shall mean the Member who has assumed such position.

"Mandatory Contribution(s)" shall have the meaning assigned to that term in
Section 11.01(b).

"Material Development Deviation" shall have the meaning assigned to that term in Section 6.02(c).

"Material Operating Deviation" shall have the meaning assigned to that term in Section 6.02(b).

"Maximum Required Funding" shall have the meaning assigned to that term in
Section 11.01(b).

"Member" shall mean any Person reflected in the required records of Member Newco as the owner of a Membership Interest.

"Member Construction Loan" shall have the meaning assigned to that term in
Section 3.04(a).

"Member Funding" shall mean any funding provided by a Member to Member Newco in cash or property (including Initial Contributions, Mandatory Contributions and Non-Required Contributions), whether made in the form of a contribution to capital or a loan, but excluding any Member Construction Loan.

"Member Lender" shall have the meaning set forth in Section 3.04(c).

"Member Newco" shall have the meaning assigned to that term in the Preamble above.

"Membership Interest" shall mean a Member's entire interest in Member Newco, consisting of such Member's rights to any distributions of Distributable Cash or property of Member Newco, a Member's Voting Interests, a Member's rights to otherwise participate in the management of the affairs of Member Newco and any rights of a Member to assign all or any portion of such Member's interest in Member Newco. The term Membership Interest shall include a Member's Capital Interest and such Member's Profits Interest.

"Merger" shall have the meaning assigned to that term in Section 17.01.

"Net Proceeds" shall mean, as to any financing or refinancing with respect to Member Newco, the entire gross proceeds of such financing/refinancing minus the principal amount of and accrued and unpaid interest on the existing indebtedness of Member Newco that is refinanced by such financing/refinancing and closing costs.

"Net Profits" and "Net Losses" shall mean, with respect to any Fiscal Year, Member Newco's taxable income or loss determined in accordance with Section 703(a) of the Code for such Fiscal Year (for this purpose, all items of income, gain, loss, deduction or credit required to be stated separately pursuant to
Section 703(a)(1) of the Code will be included in taxable income or loss); provided, such Net Profits and Net Losses will be computed as if items of tax-exempt income and nondeductible, non-capital expenditures (under Sections 705(a)(1)(B) and 705(a)(2)(B) of the Code) were included in the computation of taxable income or loss. If any Member contributes property to Member Newco with an initial book value to Member Newco different from its adjusted tax basis for federal income tax purposes to Member Newco, or if Company property is revalued pursuant to Section 1.704-1(b)(2)(iv)(f) of the Regulations or as otherwise required by the Regulations, Net Profits and Net Losses will be computed as if the initial adjusted tax basis for federal income tax purposes to Member Newco of such contributed or revalued property equaled its initial book value to Member Newco as of the date of contribution or revaluation. Credits or debits to Capital Accounts due to a revaluation of Company assets in accordance with
Section 1.704-1(b)(2)(iv)(f) of the Regulations, or due to a distribution of non-cash assets, will be taken into account as gain or loss from the disposition of such assets for purposes of Article XIII hereof. Interest/Return on Member Funding made by a Member or its Affiliate in the form of a loan to Member Newco will not be deductible for purposes of computing Net Profits and Net Losses.

"Non-Affiliated Members" shall have the meaning assigned to that term in
Section 20.03(a).

"Non-Defaulting Member(s)" shall have the meaning assigned to that term in
Section 20.01.

"Non-Required Contribution(s)" shall mean any contribution to the capital of Member Newco or loan to Member Newco by a Member that is not a Mandatory Contribution, as further defined in and pursuant to Section 11.02 below.

"Non-Transferring Member" shall have the meaning assigned to that term in
Section 16.05(a).

"Operating Budget" shall have the meaning assigned to that term in Section 6.02(b).

"Operating Deficits" shall mean the amount by which the sum of:

(i) the expenditures and costs incurred by the Company in the operation of the Project from and after the date of this Agreement;

(ii) as to any Future Development Activity for which the applicable Construction Period ends after the date of this Agreement, the expenditures and costs incurred by the Company from and after the end of the Construction Period for such Future Development Activity; and

(iii) deferred maintenance obligations (other than deferred maintenance obligations of a capital nature) in the year in which the cash expense corresponding to such deferred maintenance obligations is paid (each of (i),
(ii) and (iii) shall include, without limitation, current debt service (other than principal of and accrued and unpaid Interest/Return on Member Funding made by a Member or its Affiliate in the form of a loan to Member Newco))

exceeds the cash receipts generated from the ordinary day-to-day operations of the business of the Company from all sources available to the Company without deduction of depreciation, cost recovery, and other non-cash charges.

"Outparcel" shall mean any parcel identified as an outlot or outparcel on any Site Plan.

"Outparcel Venture" shall have the meaning set forth in Section 3.05.

"Outparcel Venture Agreement" shall have the meaning set forth in Section 3.05.

"Payment Amount" shall have the meaning assigned to that term in Section 20.06(i).

"Permanent Financing/Refinancing" shall mean any loan or financing obtained by Member Newco on behalf of the Company to refinance/replace any Construction Loan, or to refinance, replace or substitute for the Initial JV Financing or any other subsequent financings of the Company, that provides the permanent financing for the operation of the Project and the Company's business. Member Funding made by a Member or its Affiliate in the form of a loan to Member Newco shall not be considered to be Permanent Financing/Refinancing for purposes of this definition. Neither CBL Member nor any of its Affiliates shall act as the lender of the Permanent Financing/Refinancing.

"Person" shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such "Person" where the context so permits.

"Proceeding" shall have the meaning assigned to that term in Section 8.01.

"Profits Interest" shall mean that portion of the Membership Interest of a Member that represents such Member's interest in the Net Profits and Net Losses of Member Newco for each Fiscal Year, as allocated under Article XIII below and as set forth on Exhibit B.

"Pro Forma" shall mean a pro forma budget(s) for the development and construction of the Project or any Future Development Activity, as unanimously approved by the Members pursuant to Section 5.03 below in accordance with the procedures set forth in Article VI. There shall be a Pro Forma for each Future Development Activity.

"Project" shall have the meaning assigned to that term in the Preamble to this Agreement.

"Property Management Agreement" shall mean the Property Management Agreement, dated as of the date hereof, to be entered into between the Company and the Property Manager, substantially in the form of Exhibit F attached hereto.

"Property Manager" shall mean CBL Member or its Affiliate in its capacity as "Manager" under the Property Management Agreement, and any successor or replacement "Manager" as provided therein, and any successor or replacement property manager under any subsequent agreement superseding or replacing the Property Management Agreement..

"Purchasing Member" shall have the meaning assigned to that term in Section 20.06(a).

"Real Estate" shall mean the real property described in the Whereas clauses above.

"REJ Realty" shall have the meaning assigned to that term in the Preamble to this Agreement.

"Representative" shall have the meaning assigned to that term in Section 6.02(f) below.

"Reserves" shall mean, with respect to any fiscal period or any Capital Event, funds set aside and held in reserve by the Company at the direction of Member Newco (i) in an Operating Budget or Pro Forma as amounts allocated for (A) normal and customary reserves for working capital; (B) capital expenditures;
(C) to pay taxes, insurance and/or debt service as reflected in an Operating Budget or Pro Forma (other than debt service on Member Funding made by a Member or its Affiliate in the form of a loan to Member Newco); (D) to pay any other costs or expenses incident to the ownership or operation of the Company's business, including, but not limited to, reserves established for contingent

liabilities arising out of claims or lawsuits; and/or (ii) from proceeds from a Capital Event, with the unanimous approval of the Members pursuant to Section 5.03 below, for any purpose determined by the Managing Member. Reserves shall also include amounts required to be held in reserve by the lender on any financing or refinancing of any Company indebtedness.

"RoFR Notice" shall have the meaning assigned to that term in Section 16.05(a).

"RoFR Period" shall have the meaning assigned to that term in Section 16.05(a).

"Selling Member" shall have the meaning assigned to that term in Section 20.06(a).

"Site Plan" shall mean the site plan for the Project, including any revisions or modifications to the site plan, subject to any unanimous approval rights set forth in Section 5.03 below. The existing Site Plan for the Project is set forth on Exhibit E attached hereto.

"SWGW" shall have the meaning assigned to that term in Section 18.20.

"Tax Distribution" shall have the meaning assigned to that term in Section 12.01.

"TH" shall have the meaning assigned to that term in Section 18.20.

"Third-Party Purchaser" shall have the meaning assigned to that term in
Section 16.05.

"TMM" shall have the meaning assigned to that term in Section 18.09.

"Transferring Member" shall have the meaning assigned to that term in
Section 16.05.

"Treasury Regulations" or "Regulations" shall mean the federal income tax final regulations or temporary regulations, promulgated under the Code, as such regulations exist or may hereafter be amended from time to time (including corresponding provisions of succeeding regulations).

"Triangle Town Center" shall mean the two-level regional enclosed mall shopping center known as Triangle Town Center and the Commons, located on approximately 43.328 acres of land near the I-540 - US 1 interchange in Raleigh, North Carolina, together with the improvements and/or development resulting from any Future Development Activity with respect thereto.

"Triangle Town Place" shall mean the power center know as Triangle Town Place, located on approximately 15.749 acres of land and adjacent to Triangle Town Center, together with the improvements and/or development resulting from any Future Development Activity with respect thereto.

"Voting Interests" shall mean each Member's rights to vote or approve any matter set forth in this Agreement requiring a Member's vote or requiring unanimous approval of the Members. The Voting Interests of the Members shall be

the JG Members (in the aggregate) - fifty percent (50%) and CBL Member - fifty percent (50%). Any reference in this Agreement to approvals of the Members or voting of Members shall be deemed to refer to each Member's Voting Interest. A Member's Voting Interest shall not change with fluctuations, if any, in such Member's Capital Interest and/or such Member's Profits Interest.

7.12 Other Definitional Provisions.

(a) All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and the plural shall include the singular. Titles of Articles and Sections in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement, and all references in this Agreement to Articles, Sections, Exhibits or Schedules shall refer to the corresponding Article or Section of, or Exhibit or Schedule attached to, this Agreement, unless specific reference is made to the articles, sections or other subdivisions of, or Exhibits or Schedules to, another document or instrument. All Exhibits or Schedules attached hereto are by this reference made a part hereof. All references to any instrument, document or agreement shall, unless the context otherwise requires, refer to such instrument, document or agreement as the same may be, from time to time, amended, modified, supplemented, renewed, extended, replaced or restated.

(b) Terms not otherwise defined in this Agreement shall have the meanings set forth in the Act.

7.13 Statement as to Member's Approval/Voting Rights. Notwithstanding any provision in this Agreement to the contrary, the Members hereby agree that in any decision calling for a vote or approval of the Members, the following Members shall be solely authorized to make such decision, vote or approval and, once made, such decision shall be binding on the Affiliates of such Member who are currently Members of Member Newco or who may be in the future admitted as Members of Member Newco:

(a) As to any vote, approval or decision by CBL Member and/or any of its Affiliates who may be admitted as Members of Member Newco - CBL Member shall be solely authorized to cast such vote, exercise such approval or make such decision; and

(b) As to any vote, approval or decision by the JG Members and/or any of its Affiliates who may be admitted as Members of Member Newco
- [JG Manager] shall be solely authorized to cast such vote, exercise such approval or make such decision.

FORMATION

7.14 Formation. Member Newco was formed as an Ohio limited liability company by the filing of the Articles of Organization with the Secretary of State of Ohio in accordance with the provisions of the Act on [ ], 2005.

7.15 Name. The name of Member Newco is [Triangle Town Member LLC].

7.16 Principal Place of Business. The principal place of business of Member Newco shall be 2030 Hamilton Place Boulevard, Suite 500, CBL Center, Chattanooga, Tennessee, 37421. Member Newco may locate its places of business at any other place or places as the Members may from time to time deem advisable.

7.17 Statutory Agent. Member Newco's statutory agent for service of process is TH&F Statutory Agent Corp., One Columbus, 10 West Broad Street, Suite 700, Columbus, Ohio 42315. The statutory agent may be changed from time to time pursuant to the Act and the applicable rules promulgated thereunder.

7.18 Term. The term of Member Newco commenced on the date the Articles of Organization were filed with the Secretary of State of Ohio and shall continue until Member Newco is dissolved and its affairs wound up in accordance with the provisions of this Agreement or the Act. Member Newco shall have a perpetual existence unless terminated as stated above.

PURPOSE OF COMPANY; ADMISSION OF MEMBERS;
CAPITAL ACCOUNTS AND INTEREST/RETURN; FINANCING

7.19 General Business Purpose of Member Newco. The business of Member Newco shall be to engage in any lawful activity related to its activities of owning member interests in and acting as manager of the Company, which is the owner of the Project on the Real Estate. In furtherance thereof, Member Newco may exercise all powers necessary to or reasonably connected with Member Newco's business which may be legally exercised by limited liability companies under the Act, and may engage in all activities necessary, customary, convenient, or incident to any of the foregoing.

7.20 Admission of Members; Distribution of Initial JV Financing Proceeds . As of the date of this Agreement, CBL Member has been admitted to Member Newco as a Member having the Capital Interest (initially zero) and the Profits Interest set forth on Exhibit B, and Member Newco received from the Company the Net Proceeds of the Initial JV Financing. Member Newco then distributed the Net Proceeds of the Initial JV Financing to the JG Members, in part as a reimbursement for preformation expenditures under Treas. Reg. 1.707-4(d) to the extent available, reducing (diluting) the JG Members' Capital Interest and Profits Interest to the amounts and percentages set forth on Exhibit B.

7.21 Capital Accounts.

(a) An individual capital account shall be maintained for each Member in accordance with Exhibit H attached hereto (a "Capital Account").

(b) The provisions of Exhibit H and any other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b)(2)(iv), and shall be interpreted and applied in a manner consistent with such Regulations. In the event that the Managing Member shall determine that it is prudent to modify the manner in which Capital Accounts, or any debits or credits thereto (including, without limitation, any debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by Member Newco or the Members) are computed in order to comply with such Regulations, the Managing Member may make such modification, provided, that such modification would not reasonably be expected to have a material adverse effect on the amount distributable to any Member pursuant to the provisions of this Agreement upon the dissolution and liquidation of Member Newco. The Managing Member also shall make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations Section 1.704-1(b).

(c) The Capital Accounts of the Members as of the date of this Agreement following CBL Member's admission as a Member are as follows:

the JG Members (in the aggregate) - $[81,250,000.00] CBL Member - ..... $0.00

(d) Interest/Return. Except as set forth below, the Members agree that interest/return shall accrue on any and all Member Funding by Members at the rate of eleven percent (11%) per annum (simple, not compounded) interest/return (the "Interest/Return") until fully repaid or returned; except that the Members also agree that in the event one Member or its Affiliates shall make a Construction Loan, the interest rate on such Construction Loan may not be at a rate equivalent to the Interest/Return but such interest rate shall be on market rate terms and except that no Interest/Return shall accrue on the JG Members' Initial Contribution.

7.22 Financing.

(a) Construction Loan.

(a) Subject to the unanimous approval rights of the Members and the procedures set forth in Section 5.03(g) below, the Managing Member shall cause Member Newco to cause the Company to enter into Construction Loan(s) to fund the construction of any Future Development Activity to be constructed from and after the date of this Agreement. The Managing Member shall use its reasonable efforts to cause Member Newco obtain such Construction Loans on arm's length terms that are the most favorable market-rate terms to the Company as reasonably possible from an institutional lender that is not an Affiliate of or Controlled by any Member.

(b) If CBL Member determines in its reasonable judgment that it is not possible to obtain a Construction Loan on commercially reasonable terms from an institutional lender that is not an Affiliate of or Controlled by any Member, CBL Member shall provide written notice of such determination (the "Construction Loan Unavailability Notice") to the JG Members, specifying in reasonable detail the basis of such determination and specifying the Key Construction Loan

Terms, if any, upon which CBL Member would be willing to be the lender of such Construction Loan (any Construction Loan made by a Member being hereinafter referred to as a "Member Construction Loan") and otherwise complying in form and content with the requirements of Section 5.03(g) below. The Key Construction Loan Terms and the other terms and conditions of all Member Construction Loans shall be on such arm's length and market rate terms (defined by reference to third-party unaffiliated loans for the most nearly comparable projects for which third-party unaffiliated loans are commercially available) as referenced above and as set forth in the definition of Construction Loan set forth in
Section 1.01 above and shall include notice and cure periods for all defaults, including, but not limited to, payment defaults.

(c) the JG Members shall, by written notice to CBL Member given within fourteen (14) days of the JG Members' receipt of the Construction Loan Unavailability Notice, respond to CBL Member in writing (the "JG Members Construction Loan Response Notice") and shall in the JG Members Construction Loan Response Notice either (A) approve the Key Construction Loan Terms, if any, proposed for the Member Construction Loan by CBL Member in the Construction Loan Unavailability Notice and elect to participate in the Member Construction Loan with CBL Member, on an equal basis with CBL Member, in which case each of the JG Members and CBL Member shall act as lender to Member Newco for their proportionate share of the Member Construction Loan, on the terms and conditions specified in the Construction Loan Unavailability Notice; (B) approve the Key Construction Loan Terms, if any, proposed for the Member Construction Loan by CBL Member in the Construction Loan Unavailability Notice and elect not to participate in the Member Construction Loan, in which case CBL Member shall act as lender to Member Newco of the entire Member Construction Loan, on the terms and conditions, if any, specified in the Construction Loan Unavailability Notice; (C) specify the Key Construction Loan Terms, if any, which shall in the aggregate be superior to the terms, if any, offered by CBL Member in the Construction Loan Unavailability Notice, upon which the JG Members would be willing to be the lender of the entire Member Construction Loan; or (D) disapprove the Key Construction Loan Terms, if any, proposed for the Member Construction Loan by CBL Member in the Construction Loan Unavailability Notice.

(d) If the JG Members elect to respond under clause (C) of the immediately preceding paragraph (iii) of this Section 3.04(a), CBL Member shall, by written notice to the JG Members given within fourteen (14) days of CBL Member's receipt of the JG Members Construction Loan Response Notice, respond to the JG Members in writing (the "CBL Member Construction Loan Response Notice") and shall in the CBL Member Construction Loan Response Notice either (A) approve the Key Construction Loan Terms for the Member Construction Loan proposed by the JG Members in the JG Members Construction Loan Response Notice and elect to participate in the Member Construction Loan with the JG Members, on an equal basis with the JG Members, in which case each of the

JG Members and CBL Member shall act as lender to Member Newco for their proportionate share of the Member Construction Loan, on the terms and conditions specified in the JG Members Construction Loan Response Notice; (B) approve the Key Construction Loan Terms for the Member Construction Loan proposed by the JG Members in the JG Members Construction Loan Response Notice and elect not to participate in the Member Construction Loan, in which case the JG Members shall act as lender to Member Newco of the entire Member Construction Loan, on the terms and conditions specified in the JG Members Construction Loan Response Notice; or (C) disapprove the Key Construction Loan Terms for the Member Construction Loan proposed by the JG Members in the JG Members Construction Loan Response Notice.

(e) the JG Members' approval of the Key Construction Loan Terms for the Member Construction Loan under either clause (A) or clause (B) of paragraph (iii) of this Section 3.04(a) shall be deemed to be the JG Members' approval of such Key Construction Loan Terms for purposes of Section 5.03(g) below. The JG Members' disapproval of the Key Construction Loan Terms for the Member Construction Loan under clause (D) of paragraph (iii) of this Section 3.04(a) shall be deemed to be the JG Members' disapproval of such Key Construction Loan Terms for purposes of Section 5.03(g) below. CBL Member, by reason of having given the Construction Loan Unavailability Notice, shall be deemed to have approved the Key Construction Loan Terms, if any, for the Member Construction Loan proposed by CBL Member in the Construction Loan Unavailability Notice, whether or not the JG Members elect to act as lender with respect to its proportionate share of such Member Construction Loan.

(f) CBL Member's approval of the Key Construction Loan Terms for the Member Construction Loan under either clause (A) or clause (B) of paragraph (iv) of this Section 3.04(a) shall be deemed to be CBL Member's approval of such Key Construction Loan Terms for purposes of Section 5.03(g) below. CBL Member's disapproval of the Key Construction Loan Terms for the Member Construction Loan under clause (C) of paragraph (iv) of this Section 3.04(a) shall be deemed to be CBL Member's disapproval of such Key Construction Loan Terms for purposes of Section 5.03(g) below. The JG Members, by reason of having given the JG Members Construction Loan Response Notice, shall be deemed to have approved the Key Construction Loan Terms, if any, for the Member Construction Loan proposed by the JG Members in the JG Members Construction Loan Response Notice, whether or not CBL Member elects to act as lender with respect to its proportionate share of such Member Construction Loan.

(g) CBL Member shall provide an Affiliate Loan Guarantee of CBL Member Parent for all Member Construction Loans. To the extent the lender of the Construction Loan shall require additional personal guarantees for any Construction Loan, CBL Member shall provide such guarantees (or shall provide Affiliate Loan Guarantees), except as otherwise provided in this clause (vii), and neither the JG Members nor their respective Affiliates shall have any obligation to provide such guarantees. If CBL Member intends to guarantee or provide an Affiliate Loan Guarantee of any Construction Loan, CBL Member will provide to the JG Members an opportunity, exercisable in the JG Members' sole and

absolute discretion within thirty (30) days from the receipt of the notice from CBL Member, for the JG Members or their Affiliate to provide a guarantee on the same terms as the guarantee to be provided by CBL Member or its Affiliate (except that the JG Members may elect, in its sole and absolute discretion, to cap the JG Members' or its Affiliate's guarantee obligation at an amount determined by the JG Members (the "JG Members Construction Loan Guarantee Share"), which may be less than fifty percent (50%) of the Construction Loan and less than the amount of the Construction Loan to be guaranteed by CBL Member and its Affiliate (the "CBL Member Construction Loan Guarantee Share"). In the event the JG Members or their Affiliate elects to provide a guarantee, CBL Member will use its commercially reasonable efforts to cause the lender to accept "several" guarantees from CBL Member or its Affiliate guaranteeing the CBL Member Construction Loan Guarantee Share and the JG Members or their Affiliate guaranteeing the JG Members Construction Loan Guarantee Share, but the lender may require "joint and several" guarantees and, in such event, CBL Member and the JG Members (or their Affiliates) will provide the guarantees on a joint and several basis, but, as between CBL Member and the JG Members (or their Affiliates), CBL Member's and its Affiliate's liability on such guarantees shall be limited to the CBL Member Construction Loan Guarantee Share, and the JG Members' and its Affiliate's liability on such guarantees shall be limited to the JG Members Construction Loan Guarantee Share, and each guarantor will have a right of contribution and indemnity against the co-guarantor for any payments on such guarantees in excess of the JG Members Construction Loan Guarantee Share (as to the JG Members and its Affiliate) or the CBL Member Construction Loan Guarantee Share (as to CBL Member and its Affiliate). Notwithstanding the foregoing, from and after a JG Members Exit Event, to the extent that the lender of any Construction Loan shall require additional personal guarantees for such Construction Loan, if the lender will accept several guarantees, CBL Member or its Affiliate and the JG Members Substitute Member or its Affiliate shall provide such guarantees on a several basis pro rata based on their respective Capital Interests and, if the lender requires joint and several guarantees, CBL Member or its Affiliate and the JG Members Substitute Member or its Affiliate will provide the guarantees on a joint and several basis, but, as between CBL Member and the JG Members Substitute Member (or their Affiliates), CBL Member's and its Affiliate's liability on such guarantees and the JG Members Substitute Member's and its Affiliate's liability on such guarantee shall be pro rata in the same proportion as their respective Capital Interests, and each guarantor will have a right of contribution and indemnity against the co-guarantor for any payments on such guarantees in excess of such guarantor's pro rata share. Notwithstanding anything in this Section 3.04(a)(vii) or Section 5.03, any guarantor shall be indemnified by the co-guarantor against any and all claims, losses, liability or damages incurred by such guarantor arising out of such guarantee (including, without limitation, such guarantor's pro rata share of the liability, if any, on such guarantee) that results from the gross negligence or willful misconduct of the co-guarantor or its Affiliates.

(b) Permanent Financing/Refinancing.

(a) At or prior to the maturity of each Construction Loan, and subject to the unanimous approval rights of the Members and procedures set forth in Section 5.03(h) below, the Managing Member shall cause Member Newco to cause the Company to enter into the Permanent Financing/Refinancing. The Managing Member shall use its reasonable efforts to cause Member Newco to obtain the Permanent Financing/Refinancing on arm's length terms that are the most favorable market-rate terms to the Company as reasonably possible. The Managing Member may also cause Member Newco to cause the Company to enter into one or more subsequent Permanent Financings/Refinancings to replace the Initial JV Financing or a then-existing Permanent Financing/Refinancing under the same parameters as set forth herein and subject to the unanimous approval rights and procedures set forth in
Section 5.03(h) below. To the extent the lender of the Permanent Financing/Refinancing shall require personal guarantees for such loan, CBL Member shall provide such guarantees (or shall provide Affiliate Loan Guarantees), together with all indemnifications, including, without limitation, environmental indemnifications, and neither the JG Members nor their respective Affiliates shall have any obligation to provide such guarantees or indemnifications, except as provided in the balance of this paragraph.

(b) To the extent the lender of the Permanent Financing/Refinancing shall require personal guarantees for such loan, CBL Member shall provide such guarantees (or shall provide Affiliate Loan Guarantees), except as otherwise provided in this clause (ii), and neither the JG Members nor their respective Affiliates shall have any obligation to provide such guarantees. If CBL Member intends to guarantee or provide an Affiliate Loan Guarantee of any nonrecourse Permanent Financing/Refinancing, CBL Member will provide to the JG Members an opportunity, exercisable in the JG Members' sole and absolute discretion within thirty (30) days from the receipt of the notice from CBL Member, for the JG Members or their Affiliate to provide a guarantee on the same terms as the guarantee to be provided by CBL Member or its Affiliate (except that the JG Members may elect, in its sole and absolute discretion, to cap the JG Members' or its Affiliate's guarantee obligation at an amount determined by the JG Members (the "JG Members Permanent Financing/Refinancing Guarantee Share"), which may be less than fifty percent (50%) of the Permanent Financing/Refinancing and less than the amount of the Permanent Financing/Refinancing to be guaranteed by CBL Member and its Affiliate (the "CBL Member Permanent Financing/Refinancing Guarantee Share"). In the event the JG Members or their Affiliate elects to provide a guarantee, CBL Member will use its commercially reasonable efforts to cause the lender to accept "several" guarantees from CBL Member or its Affiliate guaranteeing the CBL Member Permanent Financing/Refinancing Guarantee Share and the JG Members or their Affiliate guaranteeing the JG Members Permanent Financing/Refinancing Guarantee Share, but the lender may require "joint and several" guarantees and, in such event, CBL Member and the JG Members (or their Affiliates) will provide the guarantees on a joint and several basis, but, as between CBL Member and the JG Members (or their Affiliates), CBL Member's and its Affiliate's liability on such guarantees shall be limited to the CBL Member Permanent Financing/Refinancing Guarantee Share, and the JG Members' and its Affiliate's liability on such

guarantees shall be limited to the JG Members Permanent Financing/Refinancing Guarantee Share, and each guarantor will have a right of contribution and indemnity against the co-guarantor for any payments on such guarantees in excess of the JG Members Permanent Financing/Refinancing Guarantee Share (as to the JG Members and its Affiliate) or the CBL Member Permanent Financing/Refinancing Guarantee Share (as to CBL Member and its Affiliate). Notwithstanding the foregoing, from and after a JG Members Exit Event, to the extent that the lender of any Permanent Financing/Refinancing shall require additional personal guarantees for such Permanent Financing/Refinancing, if the lender will accept several guarantees, CBL Member or its Affiliate and the JG Members Substitute Member or its Affiliate shall provide such guarantees on a several basis pro rata based on their respective Capital Interests and, if the lender requires joint and several guarantees, CBL Member or its Affiliate and the JG Members Substitute Member or its Affiliate will provide the guarantees on a joint and several basis, but, as between CBL Member and the JG Members Substitute Member (or their Affiliates), CBL Member's and its Affiliate's liability on such guarantees and the JG Members Substitute Member's and its Affiliate's liability on such guarantee shall be pro rata in the same proportion as their respective Capital Interests, and each guarantor will have a right of contribution and indemnity against the co-guarantor for any payments on such guarantees in excess of such guarantor's pro rata share. Notwithstanding anything in this Section 3.04(b)(ii) or Section 5.03, any guarantor shall be indemnified by the co-guarantor against any and all claims, losses, liability or damages incurred by such guarantor arising out of such guarantee (including, without limitation, such guarantor's pro rata share of the liability, if any, on such guarantee) that results from the gross negligence or willful misconduct of the co-guarantor or its Affiliates.

(c) Affiliate Loan Guarantees; Rights of Guarantors and Member Lenders.

(a) As set forth in Sections 3.04(a) and (b) above, the lender(s) of the Construction Loan and/or the Permanent Financing/Refinancing may require the personal guarantees of CBL Member or Affiliates of CBL Member (the "Affiliate Loan Guarantees"). If such a lender requires an Affiliate Loan Guarantee other than or in addition to CBL Member's Affiliate Loan Guarantee, CBL Member shall cause CBL Member Parent (or such other Affiliate(s) as may be acceptable to the lender) to provide an Affiliate Loan Guarantee.

(b) If CBL Member or CBL Member Parent or any other Member or Affiliate of a Member extends credit to or for the benefit of the Company by providing an Affiliate Loan Guarantee or other guarantee for the Construction Loan and/or the Permanent Financing/Refinancing, the guarantor parties shall have the right to request and receive indemnification from Member Newco and/or the Company (but not from Member Newco's Members) against any and all loss, cost and expense incurred in connection therewith (except to the extent that such loss, cost or expense results from to the gross negligence or willful misconduct of the guarantor or its Affiliates) and such guarantor shall be entitled to step into the shoes of the lender upon payment under such guarantee. As guarantor, the guarantor party(ies) shall have certain

rights in the event of any default under financing guaranteed, i.e., indemnity rights from Member Newco and/or the Company (but not from Member Newco's Members), to step into the primary lender's position on default and other similar rights. The Members acknowledge that upon the occurrence of such event, the guarantor party(ies) may be deemed to have a conflict of interest with respect to Member Newco, the Company and the other Members. The Members acknowledge this potential conflict of interest and hereby agree that it shall not be deemed a breach of any fiduciary duty that the guarantor party(ies) or Affiliates of the guarantor party(ies) may have to another Member or to Member Newco or the Company if the guarantor party(ies) exercise the rights and remedies of the lender or rights under any indemnity agreement or similar agreement when called upon or required to pay under a guaranty, and the guarantor party(ies) shall have the right to exercise such rights and remedies, except that in exercising such rights and remedies the guarantor shall have no right to take or cause Member Newco to take any action that would create or increase the personal liability of any other Member beyond such other Member's personal liability, if any, as set forth in the applicable loan document. The provisions of Section 5.03 below shall not apply to the exercise by the guarantor of such rights and remedies. Notwithstanding the foregoing provisions of this Section 3.04(c)(ii), if the guarantor is CBL Member or an Affiliate of CBL Member and if the default giving rise to the right to exercise such rights is a default curable by the payment of money or a non-monetary default caused by CBL Member or an Affiliate of CBL Member, the guarantor shall have no right to exercise such rights and remedies at any time when the sum of (i) the aggregate unreturned amount of Mandatory Contributions made by CBL Member to fund capital improvements to the Project and (ii) the aggregate amount of Mandatory Contributions made by CBL Member for all purposes other than funding capital improvements to the Project, whether returned or unreturned, is less than the Maximum Required Funding.

(c) In the event a Member or its Affiliates serve as the lender on any Member Construction Loan (the "Member Lender") pursuant to the provisions of this Agreement, the other Members acknowledge that the Member Lender may be deemed to have a conflict of interest with respect to Member Newco, the Company and the other Members. The other Members acknowledge this potential conflict of interest and hereby agree that it shall not be deemed a breach of any fiduciary duty that the Member Lender may have to another Member or to Member Newco or the Company if the Member Lender or the Member Lender's Affiliate who has provided the Member Construction Loan exercises the rights and remedies of the lender or lender's rights under the loan documents with respect to such financing, except that in exercising such rights and remedies the Member Lender or the Member Lender's Affiliate shall have no right to take or cause Member Newco to take any action that would create or increase the personal liability of the Members beyond the Members' personal liability, if any, as set forth in the applicable loan documents. The provisions of Section 5.03 below shall not apply to the exercise by the Member Lender or the Member Lender's Affiliate of such rights and remedies. The Members also agree that in the situation where (i) the Member Lender

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has provided a Member Construction Loan on a particular phase of the Project and (ii) a third-party lender has provided a Construction Loan and/or Permanent Financing/Refinancing on another phase of the Project and
(iii) there is a default on the third-party lender's financing, then in such events, the foreclosure by the third-party lender shall not be deemed to extinguish or otherwise foreclose any equity or rights of the Member Lender as to any phase of the Project or asset of the Company other than the assets specifically pledged to secure the third-party lender's loan. Notwithstanding the foregoing provisions of this Section 3.04(c)(iii), if the Member Lender is CBL Member or an Affiliate of CBL Member, the Member Lender shall have no right to exercise such rights and remedies at any time when the sum of (i) the aggregate unreturned amount of Mandatory Contributions made by CBL Member to fund capital improvements to the Project and (ii) the aggregate amount of Mandatory Contributions made by CBL Member for all purposes other than funding capital improvements to the Project, whether returned or unreturned, is less than the Maximum Required Funding and, if a Member Lender or its Affiliates is in default pursuant to Article XX of this Agreement, then such Member Lender shall be prohibited from exercising its rights under this Section 3.04(c)(iii) while such default is continuing.

(d) No third-party, non-Member lender to Member Newco or the Company or creditor of any Member or of any Affiliate of any Member shall be a third-party beneficiary of the provisions of this Section 3.04(c) or any other provision of this Agreement.

(d) Consultation with Other Members. Upon request of any Member and upon reasonable notice, the Managing Member shall advise the requesting Member of the status of the Managing Member's efforts to obtain Construction Loans and/or Permanent Financing/Refinancing and the material terms of financing proposals then under negotiation.

7.23 Outparcel Venture.

The Members acknowledge that the Company owns the entirety of the Real Estate in the name of the Company. The Members may cause Member Newco to cause the Company to designate certain portions of the Real Estate as Outparcels. Upon such designation, CBL Member may elect to require Member Newco to cause the Company to transfer the Outparcels to a new entity (the "Outparcel Venture") which shall be in the form of a limited liability company and whose members shall be the Members of this Company or their Affiliates and the capital interests, profits interests and voting interests of the members of the Outparcel Venture shall be in the same proportions as their or their Affiliates' Capital Interests, Profits Interests and Voting Interests in Member Newco. The rights, duties, obligations, privileges, remedies, transfer restrictions, buy-sell provisions and other provisions of this Agreement shall be part of a definitive limited liability company agreement for the Outparcel Venture (the "Outparcel Venture Agreement"). CBL Member shall prepare a draft of the Outparcel Venture Agreement and shall deliver it to the JG Members for its review and approval. Each Member shall be entitled to designate its member to be included in the Outparcel Venture but such designation shall only be allowed as to the Member itself or an Affiliate of such Member. The Outparcel Venture Agreement shall contain distribution provisions that will coordinate with the distribution provisions of this Agreement as to return of capital and other matters. The Outparcel Venture Agreement will provide for cross-defaults and cross buy-sell provisions such

that the acquisition by one Member of the interests of another non-Affiliated Member under this Agreement shall likewise entail the acquisition of such non-Affiliated Member's interests in the Outparcel Venture.

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NAMES AND ADDRESSES OF MEMBERS

The names and addresses of the Members are set out on Exhibit B.

GOVERNANCE

7.24 General Powers. Subject to the terms of this Agreement, the business and affairs of Member Newco shall be managed by CBL Member, and CBL Member shall be the Managing Member of Member Newco. A Member shall not have the authority to act as an agent of Member Newco or legally bind Member Newco, unless such Person is: (a) the Managing Member; or (b) a Person designated in writing by action of the Members as being so authorized.

7.25 Standard of Conduct. A Member shall discharge such Member's duties as a Member in good faith, in a manner the Member reasonably believes to be in the best interest of Member Newco, and with the care an ordinarily prudent Person in a like position would exercise under similar circumstances. Each Member shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (a) one (1) or more employees of Member Newco or one (1) or more employees of one of Member Newco's Members, in either case, whom the Member reasonably believes to be reliable and competent in the matters presented; or (b) legal counsel, public accountants or other Persons as to matters the Member reasonably believes are within such Person's professional or expert competence. A Member shall not be liable for any action taken as a Member, or any failure to take any action, if the Member performed the duties of the position as a Member in compliance with this Section 5.02. Except as specifically set forth in this Agreement or in the Act, no Member shall be personally liable to Member Newco, any Member or any third party for any action taken as a Member or for any failure to take any action as a Member other than due to the gross negligence or willful misconduct of such Member.

7.26 Governance; Unanimous Approval Items. The day-to-day operational decisions of Member Newco shall be made by the Managing Member unless specifically set forth in this Agreement to the contrary. Subject to the provisions of Section 1.03, the following decisions shall require the unanimous approval of the Members, and, neither the JG Members, pursuant to the JG Members' responsibilities set forth herein, nor CBL Member, as Managing Member and/or pursuant to CBL Member's responsibilities set forth herein, shall be authorized to take or to cause Member Newco to cause the Company to take the following actions unless such approval has been obtained:

(a) The sale, lease or other disposition of all or any portion of the Project or all or any of the Real Estate either in one transaction or in a series of interrelated transactions (including, without limitation, the sale or ground lease of any of the Real Estate to an Anchor or other third-party and all

Anchor leases), except (A) as set forth in Article XVI and Article XVII; (B) as reflected in an approved Pro Forma and/or Operating Budget; (C) for the leasing of the space in the Project to individual non-Anchor tenants in the course of the Company's business; (D) sales or ground leases of Outparcels to occupants that are consistent with a first-class shopping center; and (E) for normal and customary easements and access rights granted in the course of development of the Project. If Member approval is required under this Section 5.03(a), the sale, lease or other disposition of all or a portion of the Project shall be submitted to the Members for approval at the time that the Managing Member has received a purchase agreement, term sheet, letter of intent or other evidence of interest on terms the Managing Member determines to be reasonably satisfactory;

(b) The approval of the Site Plan for any expansions or additional development/redevelopment of the Project and any material and/or substantial modifications or amendments to the existing or any future Site Plan, the approval of expansions or additional development/redevelopment of the Project, the approval of any future Development Schedules for the Project;

(c) The approval of the Pro Forma for any Future Development Activities and construction of the Project, the approval of any modifications or adjustment(s) to a previously approved Pro Forma that constitute Material Development Deviations;

(d) The approval of the Operating Budget for the Project for the 2007 and subsequent Fiscal Years and the incurrence of expenditures or obligations that constitute a Material Operating Deviation;

(e) Unless set forth in this Agreement, in an approved Pro Forma or in an approved Operating Budget, the incurring or payment of any fees to a Member or to an Affiliate of a Member or the entering into any agreement or contract with any Member or an Affiliate of a Member; except that Member Newco may enter into or cause the Company to enter into a contract for the maintenance/janitorial/security for the Project with ERMC II, LP or its affiliates without further approvals provided the terms of such contracts are on terms that are competitive in the market and within an approved Pro Forma and/or Operating Budget; and except that Member Construction Loans shall be subject to
Section 5.03(g) below and shall not be subject to this Section 5.03(e).

(f) Except for required funding set forth in this Agreement, the required funding by Members of any obligation, capital expenditure, cost or other expense, and the entering into any contract or agreement, including guarantees or indemnities, that creates personal liability of the Members, other than CBL Member, beyond their Member Funding to Member Newco or that requires the personal guarantees or indemnities of the Members or their Affiliates, other than CBL Member or its Affiliates. If a Member, other than CBL Member, fails to approve such funding or such entering into of a contract or agreement, such failure shall not be an Impasse, and Section 16.04 shall not apply to such failure;

(g) The approval of the Key Construction Loan Terms on the procedures set forth in this clause (g) or, as to Member Construction Loans, the procedures set forth in Section 3.04(a). CBL Member shall notify the JG Members, in writing, prior to the placement of the Construction Loan, which notice shall include a

written term sheet for the proposed Construction Loan and identify the Key Construction Loan Terms and the proposed lender(s). The JG Members shall either approve or disapprove said terms by written notice delivered and received by CBL Member within fourteen (14) Days of the date on which the JG Members shall receive CBL Member's notice. In the event the JG Members do not respond within said fourteen (14) Day period, such failure to respond shall be deemed an approval of terms of the Construction Loan as set forth in CBL Member's notice;

(h) The approval of the Key Permanent Loan Terms on the procedures set forth in this clause (h). CBL Member shall notify the JG Members, in writing, prior to the placement of the Permanent Financing/Refinancing, which notice shall include a written term sheet for the proposed Permanent Financing/Refinancing and identify the Key Permanent Loan Terms and the proposed lenders(s). The JG Members shall either approve or disapprove said terms by written notice delivered and received by CBL Member within fourteen (14) Days of the date on which the JG Members shall receive CBL Member's notice. In the event the JG Members do not respond within said fourteen (14) Day period, such failure to respond shall be deemed an approval of the Permanent Financing/Refinancing as set forth in CBL Member's notice;

(i) The approval of the architects and engineers for any Future Development Activities (except that the Members agree that they may establish, by the same unanimous approval as would be required to approve an architect or engineer under this clause, an approved list of architects and engineers that then may be engaged without further approval by the Members) and the approval of any fees payable to such architects and engineers collectively with respect to any Future Development Activities where the aggregate of such fees will exceed four and one-half percent (4.5%) of the total construction costs for such Future Development Activities;

(j) The selection of the general contractor for construction of any Future Development Activities (it being agreed that EMJ shall be entitled to bid on the construction contract for any such Future Development Activities) and the entering into of a Construction Contract by Member Newco or the Company that does not meet the parameters set forth in Section 6.03 below;

(k) Any employment agreement through which Member Newco shall, or shall cause the Company to, hire, retain or employ any individual as an "employee" of Member Newco or the Company. For these purposes, the Members acknowledge that it is their initial intention that Member Newco and the Company shall not have any "employees";

(l) The establishment of any Reserve described in clause (ii) of the definition of such term in Section 1.01 above;

(m) The filing of bankruptcy or the filing for the appointment of a receiver for the assets of Member Newco or the Company;

(n) In the event of any default under any financing secured by assets of Member Newco or the Company, the decision as to whether to allow foreclosure by the creditor or provide a deed in lieu of foreclosure;

(o) The dissolution or termination of Member Newco or the Company;

(p) The payment to the JG Members or any Affiliate of any compensation for the performance of the JG Members' obligations pursuant to Article VI of this Agreement or for any other services to Member Newco or the Company other than as set forth on Exhibit C of this Agreement. The failure to approve such payment shall not constitute an Impasse, and Section 16.04 shall not apply to such failure;

(q) The payment to CBL Member or any Affiliate of any compensation for the performance of CBL Member's obligations as Managing Member of Member Newco, or Member Newco's obligations as manager of the Company, or for any other services to Member Newco or the Company pursuant to Article VI of this Agreement other than as set forth on Exhibit C of this Agreement and/or in the Property Management Agreement. The failure to approve such payment shall not constitute an Impasse, and Section 16.04 shall not apply to such failure;

(r) The entering into any agreement or contract between Member Newco or the Company and a Member or any Affiliate of a Member other than as referenced or authorized in this Agreement. The failure to approve such entering into of a contract or agreement shall not constitute an Impasse, and Section 16.04 shall not apply to such failure. The Members acknowledge that CBL Member or its Affiliates shall enter into the Property Management Agreement as referenced herein and serve as the Property Manager in accordance with the terms and conditions of the Property Management Agreement;

(s) Except as provided in the Property Management Agreement, any replacement of the Property Manager and any amendment to the Property Management Agreement;

(t) The removal of the Managing Member as contemplated by Section 6.04 below (other than upon Default of the Managing Member under Section 20.01 below);

(u) Any distribution to the Members of Distributable Cash or any other funds or assets of Member Newco other than as set forth in a Pro Forma, an Operating Budget or as otherwise specifically provided in this Agreement;

(v) The termination of or any amendment or modification of this Agreement, other than the exercise of the authority of the Managing Member to the limited extent required to revise Exhibit B to reflect any assignment of a Membership Interest, receipt of an additional Member Funding, or distribution to a Member, in each case as permitted under this Agreement, the Members likewise acknowledging that the authority of the Managing Member to make such revisions to Exhibit B is may only be exercised if the circumstance giving rise to such revision is otherwise in accordance with the applicable provisions of this Agreement;

(w) The admission of any new Member, other than pursuant to an assignment expressly permitted by Article XVI or the admission of any new member to the Company; and

(x) Any amendment to the Articles of Organization or the articles of organization of the Company.

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SPECIFIC DUTIES OF MEMBERS

7.27 Managing Member. Member Newco shall not have managers but shall have a Managing Member as set forth above. Member Newco shall be a "member-managed" limited liability company.

7.28 Managing Member; Managing Member's Specific Duties. CBL Member shall be the Managing Member of Member Newco. CBL Member shall serve as the Managing Member until its successor shall have been duly elected and shall have qualified or until its termination, dissolution, resignation or removal pursuant to this Agreement.

(a) Authority of the Managing Member. Subject to the terms of this Agreement and the matters requiring unanimous Member approval as set forth in
Section 5.03 above, CBL Member, as the Managing Member, shall in general supervise and administer all the business and affairs of the operation of Member Newco as a limited liability company. The Managing Member shall be responsible for the maintenance of Member Newco's books and records and shall have authority to collect all rents and other amounts due to Member Newco from third parties. The Managing Member shall have financial oversight of Member Newco and shall deal directly with the Accountants in the preparation of financial statements and tax returns for Member Newco, consistent with this Agreement. The Managing Member, shall preside at all meetings of the Members. The Managing Member, shall, if necessary, see that all orders and resolutions of the Members are carried into effect. The Managing Member, shall sign and deliver in the name of Member Newco any deeds, leases, mortgages, bonds, contracts or other instruments pertaining to the business of Member Newco, except in cases in which the authority to sign and deliver is required by law to be exercised by another Person or is expressly delegated or governed by the Articles of Organization, this Agreement or by the Members; and in general shall perform all duties incident to the office of the Managing Member. The Managing Member shall, at all times, maintain Member Newco's assets, bank and investment accounts titled to and in Member Newco's name.

(b) Authority of the Managing Member as to the Operation of Member Newco and as to the Operating Budget. Subject to the provisions of this Section 6.02(b), the Managing Member shall prepare or cause to be prepared an annual operating budget (including separate sub-budgets for Triangle Town Center and Triangle Town Place) setting forth the projected expenditures, costs and revenues for the phases or portions of the Project for which construction has been completed or will be completed and that are open and operating or will be open and operating for the upcoming Fiscal Year (such operating budget, when approved as provided in this Section 6.02(b) and as required pursuant to Section 5.03, the "Operating Budget"; for purposes of this Agreement, the "Operating Budget" for the 2006 Fiscal Year shall be as set forth on Exhibit G attached

hereto, and the Members shall be deemed to have approved such 2006 Operating Budget for the purposes of this Section 6.02(b) and Section 5.03 above). Except as otherwise provided in this Section 6.02(b), each Operating Budget shall be subject to the prior unanimous written approval of the Members pursuant to
Section 5.03 above, which shall not be unreasonably withheld or delayed.

(a) Not later than December 1 of each Fiscal Year commencing with 2006, the Managing Member shall prepare and deliver a preliminary Operating Budget to the Members for Member Newco's next succeeding Fiscal Year. The Members shall have thirty (30) Days in which to review and approve or disapprove (and, if disapproving, such disapproval to specify the line items disapproved) each such Operating Budget, during which period the Members shall meet, if necessary, to discuss said proposed Operating Budget and revisions thereto and if the Members do not respond with any suggested changes or revisions within such thirty- (30) Day period, such shall be deemed an approval of the proposed Operating Budget as submitted by the Managing Member by the Member failing to respond. The Managing Member shall thereafter revise such Operating Budget as may be necessary in accordance with the agreements reached by the Members and deliver same in final form to all Members not later than December 15 of each year. If any proposed Operating Budget is not approved or not deemed approved by the Members as and when provided for herein, the Operating Budget that has been most recently approved by the Members as required hereunder shall remain in effect, and the Managing Member shall cause Member Newco to operate the Project pursuant to said most recently approved Operating Budget, until a new Operating Budget is approved in accordance with the provisions hereof, except that the Managing Member shall be entitled to use as the Operating Budget for the fiscal year in question the line items in the preliminary Operating Budget to which no Member objected within such 30-Day period (instead of the corresponding line items in the most recently approved Operating Budget), and except that the following-described annual costs contained in the most recently approved Operating Budget that has been approved by the Members as required herein shall be increased on January 1 by the actual amount (if greater than the amount otherwise permitted under this Section 6.02(b)) of any annual increase in said costs to Member Newco or the Company during the then-current Fiscal Year, it being recognized that any increases in said costs are generally beyond the control of the Members and that the goods and services relative thereto are necessary for the proper functioning of the Project:

(i) ad valorem taxes;

(ii) utility expenses, including but not limited to water, sewer, electricity, natural gas and telephone;

(iii) property and casualty insurance premiums;

(iv) maintenance costs relative to (x) the furnishing of HVAC service as required by leases for occupancy of the Project and (y) landscaping;

(v) debt service (interest and principal, if any) due with respect to mortgage financing encumbering the Project that has been incurred in accordance with the provisions of this Agreement;

(vi) compensation, fees, costs and expenses of Member Newco's and the Company's Accountants, attorneys, architects, engineers and other professionals; and

(vii) postage.

(b) The Managing Member shall be authorized to make those expenditures and to incur those obligations provided for in the then current Operating Budget. Except as set forth in Section 6.02(b)(iii) below, the Managing Member shall not exceed the expenditure limits set forth in said Operating Budget without the prior unanimous written approval of the Members required under Section 5.03 above.

(c) The Managing Member shall cause Member Newco to endeavor to operate the Project within the Operating Budget in effect from time to time, as same may be revised from time to time in accordance with the provisions of this Agreement. The Managing Member's authority shall be limited to the authority to cause Member Newco to cause the Company to (A) expend up to the respective amounts for the respective purposes set forth in the Operating Budget (as same may be increased pursuant to and in accordance with the provisions of this Agreement), and (B) operate the Project in accordance with the provisions of this Agreement and the parameters set forth in the Operating Budget. The Managing Member shall secure the Members' prior unanimous written approval, as required under Section 5.03 above, for any expenditures that will result in cost overruns of the Operating Budget that exceed, individually or in the aggregate, five percent (5%) of the aggregate annual budgeted expense amount set forth in the Operating Budget then in effect (any expenditure resulting in an overrun in excess of the aforesaid limits is herein referred to as a "Material Operating Deviation"), and the Operating Budget, as revised, shall become the Operating Budget for all purposes under this Agreement for the remainder of such Fiscal Year. During each Fiscal Year, the Managing Member shall promptly inform the Members of any increases in costs and expenses that were not foreseen during the budget preparation period and thus were not reflected in the Operating Budget then in effect that could, individually or in the aggregate, be reasonably expected to constitute a Material Operating Deviation. In the event a Material Operating Deviation from any Operating Budget becomes necessary prior to the annual review of an Operating Budget as set forth in Section 6.02(b)(i) above, CBL Member may

revise said Operating Budget, but only after receiving any unanimous approval of the Members required under Section 5.03 above (for purposes of this clause (iii) and Section 5.03 above, CBL Member shall be conclusively deemed to have approved any such Material Operating Deviation).

(c) Authority of Managing Member as to the Development and Construction of the Project.

(a) Development and Construction Responsibilities. From the effective date of this Agreement and subject to the terms of this Agreement and the matters requiring unanimous approval as set forth in Section 5.03 above, the Managing Member shall have primary responsibility for all development and construction activities relating to the Future Development Activities and construction of the Project in accordance with the applicable approved Site Plan(s) and Pro Forma(s), including but not limited to the procuring and/or amending all rights, entitlements and appurtenances necessary or desirable in connection with the Future Development Activities, planning, procuring traffic and roadway studies and improvements, securing governmental approvals, performing soils and hazardous waste investigations, and procuring conservation, environmental and utility studies and approvals.

(b) Pro Formas; Development Schedule.

(i) The Members agree that all Pro Forma(s) shall be subject to the unanimous approval of the Members, except as otherwise set forth in this Section
6.02(c)(ii). The "projected net project cost" category in a pro forma represents the anticipated hard and soft costs to construct the particular Future Development Activity and is sometimes referred to in the industry as the capital expense budget.

(ii) The Managing Member shall cause Member Newco to cause the Company to develop/redevelop or expand the Project according to the applicable approved Site Plan(s) and shall use its commercially reasonable efforts to do so within the projected net project cost parameters set forth in the approved Pro Forma(s). The Managing Member shall use its commercially reasonable efforts to cause Member Newco to cause the Company to meet the applicable approved Development Schedule(s). Notwithstanding the foregoing but subject to the approval rights of the Members set forth in Section 5.03 as to Material Development Deviations, the Managing Member shall cause Member Newco to cause the Company to expend, the amounts required to complete any Future Development Activities subject to and in accordance with the provisions of this Agreement and the Pro Formas for such Future Development Activities. In the event a Material Development Deviation from a Pro Forma becomes necessary, the Managing Member may revise such Pro Forma but only after securing the unanimous approval of the Members pursuant to and in accordance with Section 5.03 above (for purposes of this clause (B) and Section 5.03 above, the Managing Member shall be conclusively deemed to have approved any such Material Development Deviation).

(iii) During any Future Development Activities, the Managing Member shall review the applicable Development Schedule to determine whether specific items set forth therein can be accomplished within the time parameters set forth therein and advise the JG Members if it determines that a modification of the Development Schedule is necessary or appropriate, and the Managing Member shall review the Pro Formas periodically to determine whether such Future Development Activities may be completed within the projected net project cost parameters set forth therein. If the Managing Member determines that a Material Development Deviation to a Pro Forma is necessary, the Managing Member shall notify the JG Members of the necessary revisions and shall request the unanimous approval of said revisions pursuant to Section 5.03 above. The JG Members shall approve or disapprove the requested revisions, by written notice given to the Managing Member, within twenty (20) Days of the date upon which it receives the requested revisions to a Pro Forma and, if the JG Members disapprove the requested revision, shall include in such notice an explanation of the reasons therefor. The failure of the JG Members to respond within the twenty- (20) Day period shall be construed as an approval of the requested revisions by the JG Members. In the event the JG Members approve the requested revisions or the revisions do not rise to the level of a Material Development Deviation, the Managing Member shall revise the Pro Forma to make the approved revisions and the Pro Forma, as revised, shall become the Pro Forma for all purposes under this Agreement with respect to such Future Development Activities. For purposes of this clause (C) and Section 5.03 above, the Managing Member shall be conclusively deemed to have approved any such Material Development Deviation.

For purposes of this Agreement and except as may be specifically set forth above, a "Material Development Deviation" requiring the approvals set forth in
Section 5.03 above shall mean, as relates to any Pro Forma, any incurrence of expenditures or costs (whether the subject of change orders or otherwise) that will result in cost overruns of such Pro Forma that exceed individually or in the aggregate, more than ten percent (10%) of the aggregate projected construction cost set forth on the approved Pro Forma at issue.

(d) Other Specific Duties of CBL Member. In addition to the authorities, duties and responsibilities of CBL Member as set forth above, CBL Member shall, subject to the provisions of the Property Management Agreement, be responsible for and authorized to cause Member Newco to cause the Company to carry out the following items:

(a) Negotiating and entering into leases or other occupancy agreements and similar transactions with Anchors, small shop, big box and other tenants and occupants to be entered into after the date of this Agreement;

(b) Tenant inducement/tenant allowance coordination and lease coordination; and

(c) The negotiation and documentation of any governmental financing, governmental funding or entitlements to provide funding for infrastructure or any other portion of the Project.

(e) Consultation with Other Members. Upon request of any Member and upon reasonable notice, the Managing Member shall provide the requesting Member with such information concerning the Managing Member's activities in such capacity and the business and financial condition of Member Newco and the Company as the requesting Member may reasonably request for any purpose reasonably related to the Member's Membership Interest in Member Newco; except that, the Managing Member shall not be obligated to provide any such information at any unreasonable time or place.

(f) Attendance at Meetings; Access to Project Site. Any Member shall have the right, upon reasonable notice to the Managing Member, to attend meetings concerning the Project between the Managing Member and/or its Affiliates and third parties that are not Affiliates of the Managing Member, except that the Managing Member shall have no obligation to permit such attendance if the meeting is an internal meeting of the Managing Member, its Affiliates, its or its Affiliates' officers, employees or agents and/or its or its Affiliates' attorneys, accountants and/or other advisors or service providers. Without limiting the generality of the foregoing, the JG Members or their respective Affiliates shall be entitled, at the JG Members' or its Affiliates' cost, to have a representative (the "Representative") on site at the Project during the Construction Period for any Future Development Activity. Such Representative shall be entitled to (i) reasonable access, upon request, to the Project and to CBL Member's or its Affiliates' personnel involved in the construction of the Project,
(ii) request and receive information concerning the development and construction of the particular phase of the Project from CBL Member or its Affiliates; and (iii) attend construction progress meetings.

(g) Limitations on Managing Member's Authority. The Managing Member, shall not have the authority to take the following actions:

(a) Any action set forth in Section 5.03 above unless the requisite unanimous approval of the Members as set forth in Section 5.03 has been obtained and any action otherwise set forth in this Agreement as requiring the approval of all Members unless such approval shall have been obtained;

(b) Any action directly in contravention to the terms of this Agreement, the Articles of Organization or the Act; and/or

(c) Any action, except those specifically authorized hereunder, which would make it impossible to carry out the business of Member Newco.

7.29 Construction Contract. A Construction Contract for construction of any phase of the Project must contain the following terms:

(a) The cost of the Construction Contract must provide no more than a one and three-quarters percent (1.75%) fee to the general contractor; and

(b) Major subcontracts must be competitively bid to at least three qualified subcontractors.

7.30 Removal and Resignation. The Managing Member may be removed by the vote of the Members required under Section 5.03 above, whenever, in their judgment, the best interests of Member Newco would be served thereby or upon default of the Managing Member as provided in Section 20.01 below, but such removal shall be without prejudice to the contract rights, if any, of the Person so removed. Election of a Person as the Managing Member does not, of itself, create contract rights beyond the rights of the Managing Member specified in this Agreement. Unless otherwise provided in an employment contract or an agreement with Member Newco, a Managing Member may resign at any time, provided the Managing Member gives at least thirty (30) days prior written notice. Such resignation shall be in writing and shall take effect upon delivery to Member Newco and to each Member, unless a later effective date is specified in the notice. The acceptance of a resignation shall not be necessary in order to make it effective, unless so specified therein. Such resignation or removal shall not affect the Managing Member's status as a Member. If CBL Member resigns or is removed as the Managing Member, the JG Members shall thereupon become the Managing Member and shall thereafter have all of the rights and powers of the Managing Member, including, but not limited to, CBL Member's rights under
Section 6.02 above. The Members agree that in the event an Affiliate of CBL Member is no longer the Property Manager and CBL Member or its Affiliates are still Members of Member Newco at such time, then, regardless of any provision herein to the contrary, the replacement Property Management Agreement must contain a provision or provisions (acceptable to CBL Member) that restricts leasing activities and other operations in a manner so as to ensure that the status of CBL Member's Affiliate as a "Real Estate Investment Trust" under the Code is not jeopardized.

7.31 Compensation. The JG Members shall be entitled to the fees as so designated and listed on Exhibit C and CBL Member shall be entitled to the fees as so designated and listed on Exhibit C. No other fees or compensation shall be paid to a Member or its Affiliates except as may be set forth herein or as may be approved by the Members in accordance with Section 5.03 above.

CONFLICT OF INTEREST TRANSACTIONS

A transaction with Member Newco in which a Member has a direct or indirect interest is not voidable by Member Newco solely because of the Member's interest in the transaction if the material facts of the transaction and the Member's interest were disclosed or known to the Members entitled to vote and they unanimously authorized, approved or ratified the transaction pursuant to Section 5.03 above. As set forth in Section 3.04(c) above, the Members acknowledge and waive any potential conflict of interest that a Member may have if such Member or its Affiliate is called upon or required to pay under any Affiliate Loan Guarantee or other guarantee. The Members also acknowledge that a Member or its Affiliate that may loan funds to Member Newco may be deemed to have a conflict of interest with respect to Member Newco and the other Members. The Members acknowledge this potential conflict of interest and hereby agree that it shall

not be deemed a breach of any fiduciary duty that a Member may have to another Member or to Member Newco if the Member or an Affiliate of a Member who has loaned funds to Member Newco, as permitted under this Agreement, exercises its rights and remedies as a lender pursuant to any such loan and the terms of the promissory note for such loan by a Member or its Affiliate to Member Newco, and such Member or its Affiliate shall have the right to exercise such rights and remedies, except that in exercising such rights and remedies such Member or its Affiliate shall have no right to take, or cause Member Newco to take, any action that would create or increase the personal liability of any other Member beyond such other Member's personal liability, if any, as set forth in the applicable loan documents. The provisions of Section 5.03 above shall not apply to the exercise by such Member or its Affiliate of such rights and remedies.

INDEMNIFICATION

7.32 Indemnification. Each Member or other Person who was named, is named, or is threatened to be a named a defendant or respondent to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal (hereinafter a "proceeding"), by reason of the fact that it, he or she, or a Person of whom it, he or she is the legal representative or Affiliate, is or was a Member, officer, employee or agent of Member Newco, or is or was serving at the request of Member Newco as a director, officer, governor, manager, partner, trustee, employee or agent of any other Person or employee benefit plan (hereinafter, an "Indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a Member, director, officer, governor, manager, partner, trustee, employee or agent, or in any other capacity while serving as a Member, director, officer, governor, manager, partner, trustee, employee or agent, shall be indemnified and held harmless by Member Newco to the fullest extent authorized by the Act against any obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), and reasonable expenses (including counsel fees) (hereinafter, "Losses") incurred by the Indemnitee in connection therewith and such indemnification shall continue as to a Person who has ceased to be a Member, director, governor, officer, manager, partner, trustee, employee or agent and shall inure to the benefit of its, his or her heirs, executors and administrators or successors and assigns. Notwithstanding the above statements, no indemnity shall be provided by Member Newco to any Indemnitee for any acts of gross negligence or willful misconduct of such Person nor for any Losses arising out of acts or omissions of any Indemnitee taking place, or events or circumstances occurring, prior to the date of this Agreement.

7.33 Expenses. The right to indemnification conferred in this Article VIII shall be a contract right and shall include the right to be reimbursed by Member Newco for the reasonable expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the Act requires, payment of such expenses incurred by Indemnitee shall be made only upon (a) the receipt of a written affirmation by the Indemnitee that the Indemnitee has met the required standard of conduct; (b) the receipt of a written undertaking, executed by or on behalf of the Indemnitee, to repay the advance if it is ultimately determined that it, he or she is not entitled to indemnification by Member Newco; and (c) a determination is made that the facts then known to those making the determination would not preclude indemnification under this Article VIII.

7.34 Insurance. As further described in Article X below, Member Newco shall maintain insurance, at its expense, to protect itself and any Indemnitee(s) against any Losses, whether or not Member Newco would have the power to indemnify the Indemnitee against such Losses under the Act.

LIMITATION OF LIABILITY OF MEMBERS; MEMBER LISTS

7.35 Limitation on Liability. Except as set forth in this Agreement, each Member's liability shall be limited as set forth in the Act.

7.36 No Liability for Company Obligations. Except as set forth in this Agreement, no Member will have any personal liability for any debts or losses of Member Newco.

7.37 List of Members. Upon written request of any Member, Member Newco shall provide a list showing the names, addresses and Membership Interest of all Members and the other information required by the Act and maintained pursuant to
Section 14.02.

LIABILITY, PROPERTY AND CASUALTY INSURANCE

In addition to the insurance to be provided with respect to matters set forth in
Section 8.03 above, Member Newco shall maintain property and casualty insurance to provide adequate and necessary coverage for the assets of Member Newco and the Members with respect to their interests in Member Newco and the assets of Member Newco and the liabilities resulting therefrom and shall also cause the Company to maintain property and casualty insurance to provide adequate and necessary coverage for (i) the Project, the Real Estate and the assets of the Company and (ii) Member Newco with respect to its interests in the Project, the Real Estate, the Company and the assets of the Company and liabilities resulting therefrom. All insurance contracts to be entered into by Member Newco or the Company shall be negotiated by CBL Member, as the Managing Member, and shall be upon such terms of coverage and with such insurance carriers as CBL Member shall reasonably determine. In CBL Member's discretion, all or any such insurance contracts may be included as part of CBL Member's overall blanket policy or program. The Members agree that Member Newco and the Company shall not self-insure except for deductibles and self-insured retentions that are equivalent to or less than the levels of deductibles and/or self-insured retentions that are part of CBL Member's overall blanket policy or program.

CAPITAL CONTRIBUTIONS TO MEMBER NEWCO

7.38 Members' Required Member Funding.

(a) Initial Contributions. As of the date of this Agreement, the unreturned Member Funding of each Member are as set forth opposite such Member's name on Exhibit B as such Member's Initial Contribution ("Initial Contributions"). Notwithstanding any provision in this Agreement to the contrary, neither the JG

Members nor their respective Affiliates shall have any obligation under this Agreement to make any additional Member Funding to Member Newco beyond the JG Members' Initial Contribution. [For purposes of this Agreement, any Incoming Equalizing Contribution made by the JG Members Substitute Member in connection with a JG Members Exit Event pursuant to Section 16.06(f) shall, from and after the date upon which such Incoming Equalizing Contribution is made, be treated for all purposes as an Initial Contribution by the JG Members Substitute Member.]

(b) Mandatory Contributions. Subject to the provisions of this Agreement:

(a) Except as otherwise provided in this Section 11.01(b), CBL Member shall contribute as additional Member Funding (A) any and all necessary equity funding that is set forth in an approved Pro Forma as equity contributions from Members/owners to fund any and all construction in connection with Future Development Activities; (B) any and all costs in excess of such amounts of necessary equity funding from Members/owners that do not rise to the level of a Material Development Deviation; and (C) any and all costs in excess of such equity funding necessary to complete such construction (construction cost overruns) that rise to the level of Material Development Deviations and for which the approvals required in Section 5.03 have been obtained (for purposes of this clause (i) and Section 5.03 above, CBL Member and its Affiliates shall be conclusively deemed to have approved any such costs with respect to Future Development Activities) (the funding referenced in subparagraphs (A), (B) and (C) hereof being collectively referred to herein as the "Construction Funds"). Such contributions of Construction Funds shall be in the form of cash or cash equivalents and such contributions may be contributed in installments when and as needed in CBL Member's reasonable judgment consistent with the applicable Pro Forma(s) and Development Schedule(s), Member Newco's lender's requirements and the needs of the Project. Notwithstanding the foregoing, from and after a JG Members Exit Event, any additional Member Funding of Construction Funds that CBL Member would thereafter, but for the operation of this sentence, have been required to make shall instead be made by CBL Member and the JG Members Substitute Member pro rata on the basis of their respective Capital Interests.

(b) Except as provided in this Section 11.01(b), CBL Member shall contribute as additional Member Funding any and all amounts in order to fund Operating Deficits of Member Newco. Such contributions of funds to cover Operating Deficits shall be in the form of cash or cash equivalents and such contributions may be contributed in installments when and as needed in CBL Member's reasonable judgment consistent with the Pro Forma(s), the Development Schedule(s), the Operating Budget(s) and Member Newco's lender's requirements and the needs of the Project. Notwithstanding the foregoing, from and after a JG Members Exit Event, any additional Member Funding to fund Operating Deficits that CBL Member would thereafter, but for the operation of this sentence, have been required to make shall instead be made by CBL Member and the JG Members Substitute Member pro rata on the basis of their respective Capital Interests.

(c) In the event that at any time from and after the date of this Agreement the sum of (A) the aggregate unreturned amount of Mandatory Contributions made by CBL Member to fund capital improvements to the Project (including allowances for tenant improvements) and (B) the aggregate amount of Mandatory Contributions made by CBL Member for all purposes other than funding capital improvements to the Project, whether returned or unreturned, equals or exceeds $30,000,000.00 (the "Maximum Required Funding"), CBL Member shall thereafter have no further obligation to make Mandatory Contributions for any purpose, until such time, if ever, that the sum of the amounts described in clause (A) and clause (B) of this paragraph is less than the Maximum Required Funding, and then only to the extent that such sum is less than the Maximum Required Funding. For the avoidance of doubt, the following examples illustrate the operation of this
Section 4.3(b) (Examples 1 and 2 below assume that CBL Member Parent has not previously incurred any liability under this
Section 4.3 at the time of the example):

(1) Example 1. If CBL Member had made $5,000,000 in unreturned Mandatory Contributions described in Section 11.01(b)(iii)(A) of this Agreement to fund capital improvements to the Project and $25,000,000 in other Mandatory Contributions and Non-Required Contributions, then CBL Member would have no further obligation to make Mandatory Contributions unless and until Member Newco returned to CBL Member all or a portion of the $5,000,000 in Mandatory Contributions described in
Section 11.01(b)(iii)(A) of this Agreement made by CBL Member in this Example 1;

(2) Example 2. If, after Example 1, Member Newco returned to CBL Member all of the $5,000,000 in Mandatory Contributions described in Section 11.01(b)(iii)(A) of this Agreement made by CBL Member in Example 1 and returned $7,000,000 of the $25,000,000 in other Mandatory Contributions and Non-Required Contributions made by CBL Member in Example 1, then CBL Member's obligation to make additional Mandatory Contributions would be limited to $5,000,000, i.e., the amount of Mandatory Contributions described in Section 11.01(b)(iii)(A) of this Agreement made by CBL Member in Example 1 and returned to CBL Member in this Example 2;

(3) Example 3. If, after Example 2, CBL Member made $5,000,000 in Mandatory Contributions described in
Section 11.01(b)(iii)(B), CBL Member would have no further obligation to make any Mandatory Contributions of any kind, whether or not Member Newco thereafter returned to CBL Member any Mandatory Contributions of any kind that CBL Member had previously made.

(d) In the event that CBL Member or its Affiliate and/or any of the JG Members or their respective Affiliates are required to pay any amounts to the lender of any Construction Loan or Permanent Financing/Refinancing on account of any guarantee provided to such lender, the amount of any such payments (after adjusting as between the Members for any contribution received from or made to the other Member or the other Member's Affiliates, as contemplated by Section 3.04 above) shall be credited as Mandatory Contributions to the Capital Account of the Member who made or whose Affiliate made such payments to such lender.

(e) The additional Member Funding of CBL Member described in clauses
(i) and (ii) of this Section 11.01(b) are hereinafter referred to as "CBL Member Mandatory Contributions". If CBL Member defaults in its obligation to make any CBL Member Mandatory Contribution when and as required by this Section 11.01(b), the JG Members shall have the right, but not the obligation, in the JG Members' sole and absolute discretion, and without limiting the JG Members' other rights and remedies under Article XX below, upon ten (10) days' prior written notice to CBL Member, to make a Member Funding to Member Newco in an amount equal to the amount of the CBL Member Mandatory Contribution that CBL Member has failed to make (such Member Funding by the JG Members, a "JG Members Substituted Default Contribution"), if, by the end of such ten (10)-day period, CBL Member has not contributed the defaulted CBL Member Mandatory Contribution to Member Newco.

(f) All additional Member Funding required to be made by CBL Member and/or the JG Members Substitute Member hereunder and all JG Members Substituted Default Contributions that the JG Members elect to make hereunder may be made in the form of a capital contribution to Member Newco or a loan to Member Newco. All additional Member Funding required to be made by CBL Member and/or the JG Members Substitute Member under this Section 11.01 and all JG Members Substituted Default Contributions, if any, elected to be made by the JG Members under this Section 11.01 are collectively referred to herein as the "Mandatory Contributions". Any loan may be made by an Affiliate of a Member but only if such Affiliate is a wholly-owned subsidiary or wholly-owned entity of the Member. Any Mandatory Contributions made in the form of a capital contribution shall be credited to the Capital Account of the Member making such Mandatory Contribution and shall be entitled to a return equal to the Interest/Return, but shall not affect or modify the respective Profits Interests of any of the Members. Any Mandatory Contributions made in the form of a loan to Member Newco shall be unsecured, shall be evidenced by a non-negotiable promissory note, shall bear interest at a rate equal to the Interest/Return and shall be repaid only from Distributable Cash or Capital Events Distributions as set forth below.

7.39 Additional Non-Required Contributions. Except for the CBL Member Mandatory Contributions, and, from and after a JG Members Exit Event, the Mandatory Contributions of the JG Members Substitute Member, as set forth in
Section 11.01, no Member shall be required to make any Member Funding or loans

to Member Newco. To the extent requested by the Managing Member, from time to time, one (1) or more Members may be permitted to make additional Member Funding or loans if and to the extent they so desire. In such event, the Members shall have the opportunity (but not the obligation) to participate in such Member Funding or loans on a pro rata basis in accordance with their Profits Interests. Any such additional contributions of capital or loans are referred to herein as the "Non-Required Contributions". If any Member shall decline to make such Non-Required Contributions, such declining Member shall not be deemed to be in default under this Agreement, and the other Members may make such Non-Required Contributions on behalf of the declining Members, but there shall be no change in any Member's Profits Interest. If a Member elects to make such Non-Required Contributions, however, such Member shall be entitled to either loan or contribute such funds to Member Newco. Any Non-Required Contributions made in the form of a capital contribution shall be credited to the contributing Member's Capital Account and shall be entitled to a return equal to the Interest/Return, but shall not affect or modify the respective Profits Interests of any of the Members. Any Non-Required Contributions made in the form of a loan to Member Newco shall be unsecured, shall be evidenced by a non-negotiable promissory note, shall bear interest at a rate equal to the Interest/Return and shall be repaid from Distributable Cash or Capital Events Distributions as set forth below.

7.40 No Third-Party Rights. This Agreement is not intended to create and/or confer, and shall not be construed to create and/or confer (directly, indirectly, contingent or otherwise), any rights or benefits (including but not limited to any right to require any additional contributions or loans to Member Newco by the Members, and/or any so-called third-party beneficiary rights) on any Person who is not a Member or Affiliate of a Member.

7.41 Member Construction Loans not Member Funding. Member Constructions Loans and accrued and unpaid interest thereon shall not be deemed to be either Initial Contributions, Mandatory Contributions, or Non-Required Contributions.

7.42 No Further Assessments on Membership Interests. Except as set forth in this Agreement, the Members are not subject to any further assessments of their Membership Interests. All Membership Interests of the Members, when first issued and paid for as described herein, shall be fully paid and nonassessable, subject to the provisions of this Article XI.

DISTRIBUTIONS TO MEMBERS

7.43 Distributions of Distributable Cash. Subject to the provisions of Article XI above, all Distributable Cash shall be distributed to the Members on a periodic basis but not less frequently than quarterly in the following amounts and in the following order of priority:

(a) To the Members, as an advance on distributions, if any, described in clauses (b) through (i) of this Section 12.01, until each Member has received an amount of Distributable Cash that is equal to (i) forty percent (40%) of the amount of net taxable income (other than long term capital gains) allocated to such Member for the previous taxable year of Member Newco and (ii) twenty

percent (20%) of any long term capital gains allocated to such Member for the previous taxable year of Member Newco (such distribution to the Members for a given period being collectively referred to herein as the "Tax Distribution").
[For purposes of this Agreement, there shall be no Tax Distribution for Member Newco's 2005 taxable year and Tax Distribution shall commence with Member Newco's 2006 taxable year and the first of such Tax Distributions shall equal forty percent (40%) of the amount of net taxable income allocated to such for Member Newco's 2005 taxable year but only for the period from the date of this Agreement to the end of Member Newco's 2005 taxable year and allocations of net taxable income of Member Newco that relate to the period from January 1, 2005 to the date of this Agreement shall be disregarded hereunder];

(b) The balance, if any, to the respective Members, in proportion to each Member's pro rata share of the accrued and unpaid Interest/Return on the aggregate unreturned Mandatory Contributions of all of the Members, to the extent of any accrued and unpaid Interest/Return on unreturned Mandatory Contributions;

(c) The balance, if any, to the respective Members, in proportion to each Member's pro rata share of the aggregate unreturned Mandatory Contributions of all of the Members, to the extent of any unreturned Mandatory Contributions;

(d) The balance, if any, to the respective Members, in proportion to each Member's pro rata share of the accrued and unpaid Interest/Return on the aggregate unreturned Non-Required Contributions of all of the Members, to the extent of any accrued and unpaid Interest/Return on unreturned Non-Required Contributions;

(e) The balance, if any, to the respective Members, in proportion to each Member's pro rata share of the aggregate unreturned Non-Required Contributions of all of the Members, to the extent of any unreturned Non-Required Contributions;

(f) The balance, if any, to CBL Member, to the extent of any accrued and unpaid Interest/Return on any unreturned Initial Contribution of CBL Member;

(g) The balance, if any, to CBL Member, to the extent of any unreturned Initial Contribution of CBL Member;

(h) The balance, if any, to the JG Members, pro rata, to the extent of any unreturned Initial Contribution of the JG Members; and

(i) The balance, if any, to the Members, as follows:

the JG Members (pro rata, in the aggregate) fifty percent (50%) CBL Member fifty percent

(50%)

7.44 Capital Events Distributions. Subject to the provisions of Article XI and Section 12.01 above, all Capital Events Distributions shall be made to the Members in the same manner as set forth in Section 12.01 above.

7.45 Distribution of Incoming Equalizing Contribution to CBL Member. The entire amount of any Incoming Equalizing Contribution shall be distributed by

Member Newco to CBL Member and shall be applied to reduce (as to CBL Member only) the unpaid and/or unreturned amounts described in clauses (b) through (g) of Section 12.01 in reverse order.

7.46 Limitation Upon Distributions. No distributions shall be made to Members if prohibited by the Act.

ALLOCATIONS OF NET PROFITS AND NET LOSSES

7.47 Net Profits. Member Newco will elect the traditional method with curative allocations on sale for purposes of allocation of gain under Section 704(c) of the Code. The JG Members and CBL Member will agree upon the amounts to be allocated to land and depreciable property. Net Profits shall be allocated for each Fiscal Year to the Members as follows, except as otherwise required by the relevant provisions of the Code including but not limited to Subchapter K and the Treasury Regulations applicable thereto:

(a) First, to each Member in an amount of the "unrecovered" Net Losses allocated to such Member under Section 13.02(a) and Section 13.02(b) below, pro rata in reverse order according to the amount of such "unrecovered" Net Losses as between the Members;

(b) The balance, if any, to the respective Members, in proportion to each Member's pro rata share of the Interest/Returns on the aggregate unreturned Mandatory Contributions of all of the Members, to the extent of any Interest/Return on such unreturned Mandatory Contributions distributed pursuant to Section 12.01(b);

(c) The balance, if any, to the respective Members, in proportion to each Member's pro rata share of the Interest/Returns on the aggregate unreturned Non-Required Contributions of all of the Members, to the extent of any Interest/Return on such unreturned Non-Required Contributions distributed pursuant to Section 12.01(d);

(d) The balance, if any, to CBL Member, to the extent of any Interest/Return on any unreturned Initial Contributions of CBL Member distributed pursuant to Section 12.02(f); and

(e) The balance, if any, to the Members, as follows:

the JG Members (pro rata, in the aggregate) fifty percent (50%) CBL Member fifty percent

(50%)

For purposes hereof, the term "unrecovered" Net Losses means Net Losses allocated to a Member for a Fiscal Year for which such Member has not received a corresponding Net Profits allocation in a subsequent Fiscal Year. Once such allocation of Net Profits is made to a Member equivalent to all or any portion of previously allocated Net Losses, such amounts of Net Losses shall no longer be deemed "unrecovered".

7.48 Net Losses. Subject to Section 13.03 below, Net Losses shall be allocated for each Fiscal Year to the Members as follows, except as otherwise required by the relevant provisions of the Code including but not limited to Subchapter K and the Treasury Regulations applicable thereto:

(a) First, to each Member until the aggregate Net Losses allocated pursuant to this Section 13.02(a) for the current Fiscal Year and all previous Fiscal Years is equal to the aggregate amount of Net Profits allocated pursuant to Sections 13.01(b)-(e) in reverse order;

(b) Second, to each Member until the aggregate Net Losses allocated pursuant to this Section 13.02(b) for the current Fiscal Year and all previous Fiscal Years is equal to the amount of the unreturned Mandatory Contributions, Non-Required Contributions, and Initial Contributions credited to each Member's Capital Account in the same proportion that each Member's respective contribution bears to the total of all Member's contributions to each category of Member Funding in reverse order; and

(c) The balance, if any, to the Members, as follows:

the JG Members (pro rata, in the aggregate) fifty percent (50%) CBL Member fifty percent (50%)

7.49 2005 Fiscal Year.
For Member Newco's 2005 Fiscal Year, Net Profits and Net Losses from and including January 1, 2005 to and including the date of this Agreement shall be allocated one hundred percent (100%) to the JG Members, pro rata, and Net Profits and Net Losses after the date of this Agreement through and including December 31, 2005 shall be allocated as set forth in Sections 13.01 and 13.02, respectively.

BOOKS AND RECORDS

7.50 Accounting Period. Member Newco's accounting period shall be the Fiscal Year.

7.51 Records and Reports. Member Newco shall keep at its principal place of business and at the Project the following records:

(a) A current list of the full name and last-known address of each Member;

(b) A current list of the full name and last-known address of each assignee of any Member's rights to Distributable Cash or other property of Member Newco and a description of the rights assigned;

(c) A copy of the Articles of Organization;

(d) Copies of this Agreement and any agreements concerning classes or series of Membership Interests;

(e) Copy of Member Newco's federal, state and local income tax returns and reports, if any, for the three (3) most recent Fiscal Years;

(f) Copies of Member Newco's financial statements for all Fiscal Years from Member Newco's inception, which statements must include a balance sheet as of the end of such year and an income statement for such year, and accounting records of Member Newco;

(g) Records of all proceedings of Members, if any;

(h) Any written consents obtained from Members under the Act;

(i) A statement of all contributions accepted by and all Member loans made to Member Newco, the identity of the contribution and the agreed value of the contribution and the amount of all such Member loans; and

(j) A copy of all contribution agreements and loan agreements and/or promissory notes or similar instruments executed by Member Newco in favor of any Member.

7.52 Inspection of Records by Members. A Member shall have the right to inspect and copy, during regular business hours at Member Newco's principal executive office, the books and records described in Section 14.02 upon the Member giving Member Newco written notice not less than five (5) Days prior to the date the Member wishes to inspect and copy.

7.53 Tax Returns. The Managing Member shall cause the Accountants to prepare and timely file all tax returns required to be filed by Member Newco pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which Member Newco does business. Prior to filing such returns, the Managing Member shall provide drafts of such returns, or pertinent information therefrom, to the Members on or prior to March 1 of each Fiscal Year for review by such Members. The Members shall provide comments to Member Newco on such draft returns within seven (7) Days after receiving them. CBL Member shall use its reasonable good faith efforts to cause a delivery of K-1 forms to the Members by March 15 of each Fiscal Year. CBL Member shall provide each Member with CBL Member's reasonable good faith estimate of the projected taxable income and projected debt allocation to each Member for the next Fiscal Year by December 1 of each Fiscal Year.

7.54 Financial Statements. The Managing Member, shall deliver to the Members copies of unaudited internal annual financial statements as soon as available and in any event within thirty (30) Days after the close of each Fiscal Year of Member Newco and copies of audited annual financial statements as soon as available and in any event within ninety (90) Days after the close of

the Fiscal Year of Member Newco, including in each case a balance sheet as of the end of such Fiscal Year and the related statement of income for such Fiscal Year, in each case setting forth in comparative form the figures for the preceding Fiscal Year and each prepared according to GAAP.

TERMINATION OF MEMBERSHIP INTEREST

7.55 Termination of Interest. Subject to Article XX of this Agreement, a Member's continued membership in Member Newco shall terminate upon the: (a) acquisition of the Member's complete Membership Interest by Member Newco; (b) bankruptcy of the Member; (c) dissolution of the Member; (d) a merger in which Member Newco is not the surviving entity; (e) an attempt by the Member to withdraw or retire from being a Member in violation of Section 15.02 below; or
(f) the occurrence of any other event under the Act or applicable law that terminates the continued membership of the Member in Member Newco.

7.56 Withdrawal. Notwithstanding the foregoing, a Member shall not have the right under this Agreement to withdraw or retire from being a Member, to assign all or any portion of the Member's Membership Interest except as provided in Article XVI and Article XX hereof, to voluntarily become bankrupt, to voluntarily dissolve, or to otherwise voluntarily terminate the Member's Membership Interest, each of which is an Event of Default under Article XX of this Agreement. Nothing in this Section 15.02 shall prejudice the rights or remedies of the Members under Article XX.

7.57 Effect of Termination of Membership. If for any reason the continued membership of a Member is terminated, then, if such termination causes an Event of Dissolution, but the business of Member Newco is continued as provided in
Section 17.02 of this Agreement, unless otherwise approved by the Members (other than the Member whose membership has been terminated) by a Majority Vote, a Member whose status as a Member is terminated, regardless of whether or not such termination was a result of a voluntary act by such Member, shall have only the right to receive distributions of Distributable Cash or Capital Events Distributions and shall thereafter no longer be or be deemed to be a Member. Additionally, if for any reason the continued membership of a Member is terminated, then (i) if such Member whose Membership Interest is terminated is the Managing Member, the Member shall immediately cease being the Managing Member, and (ii) such Member's voting rights shall terminate, subject to the provisions of Section 20.04 below.

TRANSFERS OF MEMBERSHIP INTERESTS AND RESTRICTIONS ON
TRANSFERS; IMPASSE PROVISIONS; PLEDGE OF MEMBERSHIP INTERESTS

7.58 Definition of "Assignment". For purposes of this Article, the words "assign" or "assignment" when used in the context of the assignment of all or any portion of a Member's Membership Interest, shall mean and include any transfer, alienation, sale, assignment, pledge, grant of security interest, lien or encumbrance, or other disposition, whether voluntarily or by operation of law.

7.59 Restriction on Assignment. Except as expressly permitted in this Article XVI, no Member shall assign all or any part of its Membership Interest in Member Newco. Any attempted assignment of all or any portion of a Membership Interest other than as permitted in this Article XVI shall be null and void and shall have no effect whatsoever.

7.60 Exempt Assignments.

(a) Subject to the provisions of Sections 16.06 and 16.07 which shall be applicable to all assignments of Membership Interests, the prohibition on assignments set forth in Section 16.02 above shall not apply to an assignment of all or any part of a Membership Interest of any Member:

(a) to any of the other Members or a wholly-owned Affiliate of a Member;

(b) to family partnerships, family trusts, family limited liability companies or similar family entities so long as such Member or its principals continue to Control such Membership Interests and either the proposed transferee has sufficient net worth to cover any funding obligations of the transferring Member or the transferring Member agrees to and does guarantee the funding obligations of the proposed transferee;

(c) With respect to the JG Members, to (A) any entity Controlled by Richard E. Jacobs, any JG Member, or Jacobs Realty Investors Limited Partnership; or (B) to a trust Controlled by the transferor or a trust benefiting any one or more Persons who bear the following family relationship to Richard E. Jacobs: (1) children (natural and adopted) and their natural and adopted descendants; (2) stepchildren and their natural and adopted descendants; (3) siblings and their natural and adopted descendants; or (4) a spouse of any Person described in subclause
(1), (2) or (3);

(d) where such assignments are part of a merger, consolidation or sale of all or substantially all of the assets or stock of the JG Members and/or its Affiliates or of CBL Member and/or Affiliates;

(e) where such assignments are pursuant to the admission of an additional member(s) to Member Newco in accordance with this Agreement; and/or

(f) where such assignments are pursuant to transfers set forth in Sections 16.04, 16.05, Article XVII and/or Section 20.03 below.

In the event of any assignment permitted hereunder, the transferring Member shall provide written notice of such assignment to all of the Members and, if required, Member Newco's lender and shall take commercially reasonable steps so as to minimize, if practical, the possibility of termination under Section 708 of the Code.

(b) For purposes of clauses (ii), (iii) and (iv) of Section 16.03(a) above:

(a) any Person having a right to revoke the trust in whole or in part shall be regarded as the beneficiary of the portion of the trust such Person has the right to revoke;

(b) to the extent that more than one trustee is acting for a single trust, such trustees shall deliver to the Managing Member a written designation of one of them as their representative to Member Newco;

(c) if, in case of clause (ii), the trustees fail to so designate a representative, their representative shall be such one of them as the Managing Member shall designate by written designation delivered to all of them from time to time;

(d) all acts permitted to be taken by and all communications to be given to the owner of a Membership Interest in Member Newco shall be taken by or given to such representative with respect to the Membership Interest in Member Newco owned by the trust of which such representative is a trustee; and

(e) any action taken by such a representative shall be deemed to be the act of and shall be binding upon each trust owning a Membership Interest in Member Newco for which such representative is trustee or is designated to act.

(c) The restrictions on assignments set forth in this Article XVI shall apply to assignments of equity interests in a Member, provided that:

(a) any assignment of equity interests in a Member to a Person described in clauses (i), (ii) or (iii) of Section 16.03(a) that would be permitted if such assignment were an assignment of all or any part of the Membership Interest of a Member shall also be permitted hereunder, as long as, after giving effect to such assignment, CBL Member Parent continues to Control CBL Member (in the case of an assignment of equity interests in CBL Member) and Richard E. Jacobs continues to Control the JG Member during his lifetime (in the case of an assignment of equity interests in any JG Member);

(b) the restrictions on assignments set forth in this Article XVI shall not apply to any assignment of not more than fifteen percent (15%) of the equity interests in any JG Member to a third party or third parties who is not a Person described in clause
(i) of this Section 16.03(c), as long as Richard E. Jacobs continues to Control the JG Member during his lifetime;

(c) the restrictions on assignments set forth in this Article XVI shall not apply to any assignment of not more than fifteen percent (15%) of the equity interests in CBL Member to a third party or third parties who is not a Person described in clause
(i) of this Section 16.03(c), as long as CBL Member Parent, continues to Control CBL Member; and

(d) the restrictions on assignments set forth in this Article XVI shall not apply to the sale or issuance of equity interests of CBL Member Parent or any Person that Controls CBL Member Parent or to any merger, consolidation or sale of all of the assets or partnership interests of CBL Member Parent or any Person that Controls CBL Member Parent.

The parties hereto agree that neither party may transfer or issue or allow the transfer or issuance of equity interests in such Member in such manner as to violate the purposes of the transfer restrictions under this Article XVI. Upon the assignment of a Membership Interest of any Member to such Member's successor in an assignment permitted under this Article XVI, and the assumption by such successor of the assigning Member's obligations under this Agreement with respect to the Membership Interest so assigned, and the delivery to the other Members of a true and complete copy of the assignment and assumption agreement(s), such successor shall, upon such assignment and assumption, be considered a Member and may exercise all of such Member's rights.

7.61 Mandatory Buy/Sell on Impasse.

(a) Impasse. Except as otherwise set forth in this Agreement, any dispute or disagreement arising between the Members in connection with any decision set forth in this Agreement that requires the unanimous approval of the Members under Section 5.03, which is not settled to the mutual satisfaction of CBL Member and the JG Members shall constitute an "Impasse," except that no dispute or disagreement arising between CBL Member and the JG Members with respect to matters referred to in Section 5.03(a) shall be an Impasse for purposes of this
Section 16.04 before the January 1, 200[ ]. Either Member (the "Impasse Notice Sender") may notify the other Member (the "Impasse Notice Recipient") that an Impasse exists (the "Initial Impasse Notice") and that, unless the Impasse Notice Recipient shall provide its approval of the item in question, the Impasse Notice Sender may invoke the provisions of this Section 16.04. The Impasse Notice Recipient shall have (i) thirty (30) Days in the event of all matters other than an Impasse with respect to matters described in Sections 5.03(b),
(c), (g), or (h) above (each, an "Expedited Impasse Event"), as set forth in subclause (ii) of this sentence; or (ii) ten (10) Days in the case of an Expedited Impasse Event, within which to either (x) note its continuing disapproval of the item in question, or (y) provide its consent to, approval of or agreement with the position of Impasse Notice Sender as to the decision or matter creating the Impasse. In the event the Impasse Notice Recipient does not respond to the Initial Impasse Notice within such 30-Day period or 10-Day period, as the case may be, the Impasse Notice Recipient shall be deemed to have consented to or approved of the decision or matter creating the Impasse in accord with the Impasse Notice Sender. If the Impasse Notice Recipient shall respond within such 30-Day or 10-Day period, as the case may be, by notifying the Impasse Notice Sender that the Impasse Notice Recipient continues to disapprove of the item in question, then either Member may thereupon give the other Member an Impasse Offer Notice as referenced below. If a Member gives the Initial Impasse Notice as provided in this Section 16.04, the other Member shall no longer have any right to give an Initial Impasse Notice with respect to the same Impasse.

(b) Put/Call on Impasse. In the event that an Impasse occurs and the Initial Impasse Notice has been sent to the Impasse Notice Recipient and the Impasse Notice Recipient has responded within the applicable time parameters set

forth above with a response setting forth its continued disapproval of the item in question, then either Member (the "Impasse Initiator") may give written notice (the "Impasse Offer Notice") to the other Member (the "Impasse Respondent"), setting forth the Impasse Initiator's estimation of the aggregate asset value of the Project (net of any outstanding Constructions Loans and/or Permanent Financing/Refinancing) (the "Impasse Project Value") and stating the Impasse Initiator's intent to buy all, but not less than all, of the Impasse Respondent's and its Affiliates', if any, Membership Interest, whereupon the provisions set forth in this Section 16.04(b) and Section 16.04(c) shall apply. Notwithstanding the foregoing, if both CBL Member and the JG Members, or Affiliates of each of CBL Member and the JG Members, are also members or other equity holders in the Outparcel Venture or any other Entity that directly or indirectly owns or leases any real property that is contiguous with the Project, no Impasse Offer Notice shall be effective unless a contemporaneous notice is given under any comparable provision of any operating, partnership or similar agreement with respect to such real property between CBL Member and the JG Members, or their respective Affiliates, as the case may be.

(a) Purchase Price. The Impasse Project Value shall provide the basis for determining the cash purchase price at which the Impasse Initiator would be willing to purchase the Membership Interests of the Impasse Respondent and its Affiliates (the "Impasse Initiator Offer Price") and the cash purchase price at which the Impasse Respondent may elect to acquire the Membership Interests of the Impasse Initiator and its Affiliates (the "Impasse Respondent Purchase Price") as follows:

(i) The Impasse Initiator Offer Price shall be an amount equal to the amount that would be distributed to the Impasse Respondent upon a Capital Events Distribution in an amount equal to the Impasse Project Value

(ii) The Impasse Respondent Purchase Price shall be an amount equal to the amount that would be distributed to the Impasse Initiator upon a Capital Events Distribution in an amount equal to the Impasse Project Value.

(b) Exercise of Impasse Put/Call. Upon receipt of the Impasse Offer Notice, the Impasse Respondent and its Affiliates, if any, shall then be obligated either :

To sell to the Impasse Initiator for cash the entire Membership Interest of the Impasse Respondent and its Affiliates, if any, in Member Newco for the Impasse Initiator Offer Price, as described above and subject to adjustments as provided in Section 16.04(c) below;

(Y) To purchase the entire Membership Interest of the Impasse Initiator and its Affiliates, if any, in Member Newco for the Impasse Respondent Purchase Price, as described above and subject to adjustments as provided in
Section 16.04(c) below; or

(Z) To consent to, approve of or agree with the position of the Impasse Initiator as to the decision or matter creating the Impasse.

(c) The Impasse Respondent shall notify the Impasse Initiator of its election within (x) thirty (30) Days after the date of receipt of the Impasse Offer Notice as to any Impasse that occurs with respect to any matter other than an Expedited Impasse Event, or
(y) ten (10) Days after the date of receipt of the Impasse Offer Notice as to any Impasse that occurs relating to an Expedited Impasse Event. Failure of a Impasse Respondent to give the Impasse Initiator notice that such Impasse Respondent has elected to proceed under Section 16.04(b)(ii)(Y) or Section 16.04(b)(ii)(Z) above shall be conclusively deemed to be an election under Section 16.04(b)(ii)(X) (i.e., to sell).

(d) If the Impasse Respondent timely notifies the Impasse Initiator that such Impasse Respondent has elected to proceed under Section 16.04(b)(ii)(Z), the Impasse shall be deemed resolved, and neither Member shall be required or entitled to purchase the other Member's Membership Interest or sell its own Membership Interest pursuant to this Section 16.04 with respect to the resolved Impasse. If the Impasse Respondent timely notifies the Impasse Initiator that such Impasse Respondent has elected to proceed under Section 16.04(b)(ii)(X) or Section 16.04(b)(ii)(Y), or if the Impasse Respondent is deemed to have elected to proceed under Section 16.04(b)(ii)(X), then the Impasse Initiator shall have a further fifteen (15) Days after receipt of such notice or the effective date of such deemed election to notify the Impasse Respondent that the Impasse Initiator consents to, approves of or agrees with the position of the Impasse Respondent as to the decision or matter creating the Impasse. If the Impasse Initiator timely so notifies the Impasse Respondent, the Impasse shall be deemed resolved, and neither Member shall be required or entitled to purchase the other Member's Membership Interest or sell its own Membership Interest pursuant to this Section 16.04 with respect to the resolved Impasse. If the Impasse Initiator does not timely so notify the Impasse Respondent, the parties shall proceed pursuant to the foregoing election or deemed election of the Impasse Respondent.

(c) Closings.

(a) Location and Time Periods. The closing of any sale of a Membership Interest in Member Newco pursuant to this Section 16.04 shall be held at the principal offices of Member Newco, unless otherwise mutually agreed, on a mutually acceptable date not more than ninety (90) Days after (A) the receipt by the Impasse Initiator of the written notice of election by the Impasse Respondent, or (B) after the expiration of the time within which the Impasse Respondent must so elect, as provided in
Section 16.04(b)(iii).

(b) Closing Adjustments. At the closing, any closing adjustments as set forth in the Impasse Offer Notice (and if not so designated in the Impasse Offer Notice then those adjustments which are then usual and customary in Raleigh, North Carolina) shall be made between the purchasing party and the selling party as of the date of closing. Any Member transferring its Membership Interest shall

transfer such Membership Interest free and clear of any liens, encumbrances or any interests of any third party and shall execute or cause to be executed any and all documents required to fully transfer such Membership Interest to the acquiring Member including, but not limited to, any documents necessary to evidence such transfer, and all documents required to release the interest of any other party who may claim an interest in such Member's Membership Interest. Any monetary default or obligation of the selling Member must be cured out of the proceeds from such sale at the closing. Following the date of closing, the selling Member shall have no further rights to any distributions of Distributable Cash or Capital Events Distributions, and all such rights shall vest in the selling Member's transferee.

7.62 Right of First Refusal; Buy/Sell.

(a) Right of First Refusal. No transfer of any Membership Interests shall be permitted under this Section 16.05(a) before January 1, 20[ ]. If, at any time after December 31, 20[ ], a Member shall desire to transfer all (and not less than all) of its Membership Interest (which shall include its Affiliates' Membership Interest, if any) to any Person and such transfer is not an exempt assignment pursuant to Section 16.03 above nor a transfer otherwise permitted under this Article XVI, then, in such event and subject to the rights of the Non-Transferring Members set forth in this Section 16.05(a), said Member (the "Transferring Member", which term shall include said Member's Affiliates holding a Membership Interest) may transfer its Membership Interest to such third party (the "Third-Party Purchaser") only after compliance with the procedures of this
Section 16.05(a). The Transferring Member shall give written notice (the "RoFR Notice") to the other Members (the "Non-Transferring Members") of its intent to transfer its Membership Interest and the Third-Party Purchaser to whom it desires or intends to transfer same, the terms of such proposed purchase including the price to be paid, method of payment and any contingencies or other material provisions of such proposed purchase, and the time parameters within which said transfer is to take place. Notwithstanding the foregoing, if both CBL Member and the JG Members, or Affiliates of each of CBL Member and the JG Members, are also members or other equity holders in the Outparcel Venture or any other Entity that directly or indirectly owns or leases any real property that is contiguous with the Project, no RoFR Notice shall be effective unless a contemporaneous notice is given under any comparable provision of any operating, partnership or similar agreement with respect to such real property between CBL Member and the JG Members, or their respective Affiliates, as the case may be. The Non-Transferring Members shall have sixty (60) Days from the date of their receipt of the RoFR Notice (the "RoFR Period") to elect to purchase all and not less than all of the Transferring Member's Membership Interest for the price upon which said Third-Party Purchaser is willing to pay for said Membership Interest. In the event the Non-Transferring Members either elect not to purchase the Transferring Member's Membership Interest or do not notify the Transferring Member in writing of their decision by the end of the RoFR Period referred to above, then the Transferring Member may, for a period of one-hundred twenty
(120) Days after the end of the RoFR Period referred to above, transfer the referenced Membership Interest to the Third-Party Purchaser but only upon such terms as are substantially similar to the terms at which said Membership Interest was offered to the Non-Transferring Members. If the Transferring Member shall not have closed on the transfer of the referenced Membership Interest to said Third-Party Purchaser within said 120-Day period, said transfer shall once again become subject to the terms and conditions of this Section 16.05(a), the Transferring Member shall be required to once again to comply with the

procedures set forth in this Section 16.05(a), and the Transferring Member shall be precluded from giving another RoFR Notice under this Section 16.05(a) for a period of six (6) months following the expiration of said 120-Day period. In the event the Non-Transferring Member(s) exercise their right to purchase the Membership Interest of the Transferring Member, the closing of said transaction shall occur no later than one-hundred twenty (120) Days from the end of the RoFR Period referenced above. Notwithstanding the provision of this Section 16.05(a), in the event that during the RoFR Period the Third-Party Purchaser shall revoke its offer to purchase or the Transferring Member shall determine to not accept the offer of the Third-Party Purchaser, then the Transferring Member shall be entitled to revoke, in writing, the RoFR Notice and the Non-Transferring Members shall not have the right to purchase the Transferring Member's Membership Interest on the terms of such RoFR Notice.

(b) Buy/Sell.

(a) No transfer of any Membership Interests shall be permitted under this Section 16.05(b) before January 1, 20[ ]. At any time after December 31, 20[ ], a Member (the "Buy/Sell Initiator") may give written notice (the "Buy/Sell Offer Notice") to the other Member (the "Buy/Sell Respondent"), setting forth the Buy/Sell Initiator's intent to buy all, but not less than all, of the Membership Interests of the Buy/Sell Respondent and its Affiliates, if any, whereupon the provisions set forth in this Section 16.05(b) shall apply. Notwithstanding the foregoing, if both CBL Member and the JG Members, or Affiliates of each of CBL Member and the JG Members, are also members or other equity holders in the Outparcel Venture or any other Entity that directly or indirectly owns or leases any real property that is contiguous with the Project, no Buy/Sell Offer Notice shall be effective unless a contemporaneous notice is given under any comparable provision of any operating, partnership or similar agreement with respect to such real property between CBL Member and the JG Members, or their respective Affiliates, as the case may be. If a Member gives a Buy/Sell Offer Notice as provided in this paragraph, the other Member shall no longer have any right to give its own Buy/Sell Offer Notice under this paragraph while a sale or purchase of a Membership Interest under this Section 16.05(b) pursuant to such Buy/Sell Offer Notice is pending.

(i) Purchase Price. The Buy/Sell Initiator shall specify in its Buy/Sell Offer Notice the Buy/Sell Initiator's estimation of the aggregate asset value of the Project (net of any outstanding Constructions Loans and/or Permanent Financing/Refinancing) (the "Buy/Sell Project Value"). The Buy/Sell Project Value shall provide the basis for determining the cash purchase price at which the Buy/Sell Initiator would be willing to purchase the Membership Interests of the Buy/Sell Respondent and its Affiliates (the "Buy/Sell Initiator Offer Price") and the cash purchase price at which the Buy/Sell Respondent may elect to acquire the Membership Interests of the Buy/Sell Initiator and its Affiliates (the "Buy/Sell Respondent Purchase Price") as follows:

(I) The Buy/Sell Initiator Offer Price shall be an amount equal to the amount that would be distributed to the Buy/Sell Respondent upon a Capital Events Distribution in an amount equal to the Buy/Sell Project Value.

(II) The Buy/Sell Respondent Purchase Price shall be an amount equal to the amount that would be distributed to the Buy/Sell Initiator upon a Capital Events Distribution in an amount equal to the Buy/Sell Project Value.

(ii) Exercise of Buy/Sell. Upon receipt of the Buy/Sell Offer Notice, the Buy/Sell Respondent shall then be obligated either:

(I) To sell to the Buy/Sell Initiator for cash the entire Membership Interest of the Buy/Sell Respondent and its Affiliates, if any, in Member Newco for the Buy/Sell Initiator Offer Price, as described above and subject to adjustments as provided in Section 16.05(b)(ii)(B) below; or

(II) To purchase the entire Membership Interest of the Buy/Sell Initiator and its Affiliates, if any, in Member Newco for the Buy/Sell Respondent Purchase Price, as described above and subject to adjustments as provided in Section 16.05(b)(ii)(B) below.

(iii) The Buy/Sell Respondents shall notify the Buy/Sell Initiator of their election within thirty (30) Days after the date of receipt of the Buy/Sell Offer Notice. Failure of Buy/Sell Respondents to give the Buy/Sell Initiator notice

that such Buy/Sell Respondents have elected to proceed under
Section 16.05(b)(i)(B)(II) above shall be conclusively deemed to be an election under Section 16.05(b)(i)(B)(I) (i.e., to sell).

(b) Closings.

(i) Location and Time Periods. The closing of any sale of a Membership Interest in Member Newco pursuant to this Section 16.05(b) shall be held at the principal offices of Member Newco, unless otherwise mutually agreed, on a mutually acceptable date not more than ninety (90) Days after (1) the receipt by the Buy/Sell Initiator of the written notice of election by the Buy/Sell Respondent, or (2) after the expiration of the time within which the Buy/Sell Respondents must so elect, as provided in Section 16.05(b)(i)(C).

(ii) Closing Adjustments. At the closing, any closing adjustments as set forth in the Buy/Sell Offer Notice (and if not so designated in the Buy/Sell Offer Notice then those adjustments which are then usual and customary in Raleigh, North Carolina) shall be made between the purchasing party and the selling party as of the date of closing. Any Member transferring its Membership Interest shall transfer such Membership Interest free and clear of any liens, encumbrances or any interests of any third party and shall execute or cause to be executed any and all documents required to fully transfer such Membership Interest to the acquiring Member including, but not limited to, any documents necessary to evidence such transfer, and all documents required to release the interest of any other party who may claim an interest in such Member's Membership Interest. Any monetary default or obligation of the selling Member must be cured out of the proceeds from such sale at the closing. Following the date of closing, the selling Member shall have no further rights to any distributions of Distributable Cash or Capital Event Distributions, and all such rights shall vest in the selling Member's transferee.

7.63 Conditions of Assignments. Prior to any assignee of a Membership Interest becoming a Member, the following conditions must have been satisfied:

(a) The assignor, his legal representative or authorized agent must have executed a written instrument of assignment of such Membership Interest in form and substance reasonably satisfactory to the Members;

(b) The assignee must have executed a written agreement, in form and substance reasonably satisfactory to the Members, to assume all of the duties and obligations of the assignor under this Agreement with respect to the assigned Membership Interest and to be bound by and subject to all of the terms and conditions of this Agreement;

(c) The assignor, his legal representative or authorized agent, and the assignee must have executed a written agreement, in form and substance reasonably satisfactory to the Members, to indemnify and hold Member Newco and the Members harmless from and against any loss or liability arising out of the assignment;

(d) The assignee must have executed such other documents and instruments as the Members may deem necessary to effect the admission of the assignee as a Member; and

(e) The assignee (if not previously a Member of Member Newco) or the assignor must have paid the expenses incurred by Member Newco in connection with the admission of the assignee to Member Newco.

(f) In the case of an assignment to a Third-Party Purchaser pursuant to
Section 16.05(a) in which the JG Members are the Transferring Member (a "JG Members Exit Event"), (i) such Third-Party Purchaser (the "JG Members Substitute Member") shall have made a Member Funding to Member Newco (a "Incoming Equalizing Contribution") (which Incoming Equalizing Contribution Member Newco shall thereupon immediately distribute to CBL Member) in an amount such that, after giving effect to the distribution of the Incoming Equalizing Contribution to CBL Member, the JG Members Substitute Member's Capital Interest (expressed as a percentage) shall be equal to the JG Members Substitute Member's Profits Interest and (ii) the JG Members Substitute Member or its Affiliates shall provide CBL Member and its Affiliates, if any, and/or third-party lenders to Member Newco, as the case may be, with such additional agreements or undertakings as CBL Member or such lenders may reasonably require to replace or hold CBL Member and its Affiliates harmless from any liability, loss, cost or expense arising out of that portion of any then-outstanding loans (other than loans that are Mandatory Contributions or Non-Required Contributions) and/or Affiliate Loan Guarantees theretofore provided by CBL Member or its Affiliates that corresponds to the JG Members Substitute Member's Capital Interest (expressed as a percentage).

7.64 Lender Approval. In the event that, pursuant to the terms of any loan agreement, security agreement, deed of trust or other agreement existing at any time between Member Newco and any lender, the approval of such lender is required prior to the time that any transfer or assignment of any Membership Interest in Member Newco may occur, then, notwithstanding any provision of this Article XVI to the contrary, no transfer or assignment of any Membership Interest in Member Newco shall occur until all required approvals and/or consents of any such lender have been obtained. Notwithstanding anything herein to the contrary, if the required lender's approval has not been obtained within the time period set forth in Section 16.04(b)(iii) or the RoFR Period, then such period will be extended to a date that is three (3) Days after all Members have received written notice of lender's consent, but in no event shall such extension be longer than thirty (30) Days.

7.65 Pledge of Membership Interests. Except as relates to any pledge of Membership Interests required by any financing by Member Newco or any collateral assignment of a Member's rights to receive distributions in respect of such Member's Membership Interest, no Member may pledge, mortgage, hypothecate, assign as security, create a security interest in or charge against or other encumbrance of all or any part of its Membership Interest, whether directly or indirectly, voluntarily or involuntarily or by operation of law. Notwithstanding the foregoing, no Member shall be obligated to pledge its Membership Interests in connection with any such financing. Failure of a Member to agree to pledge its Membership Interests in connection with any such financing shall not constitute an Impasse, and Section 16.04 shall not apply to such failure. The JG Members and CBL Member agree that each of them will, upon request of a lender to Member Newco or the Company, collaterally assign for the benefit of the lender, their respective rights to receive distributions in respect of their Membership Interests.

7.66 Mutually Exclusive Rights. The rights of the Members described in
Section 16.04, Section 16.05(a), and Section 16.05(b) in this Article XVI and in
Section 20.03 are mutually exclusive, meaning that, if the exercise, or the right to exercise, one of such rights is pending or in process (the "Active Right"), neither of the other rights can be initiated, and no assignment that would be subject to either of the other rights can be initiated or completed, until the Active Right closes, lapses, or is otherwise terminated.

DISSOLUTION, TERMINATION AND WINDING-UP

7.67 Events Causing Dissolution. Member Newco shall be dissolved upon the occurrence of any of the following events (collectively, "Events of Dissolution"): (a) when the period, if any, fixed for the duration of Member Newco shall expire pursuant to Section 2.05 of this Agreement; (b) by action of the Members pursuant to the Act; (c) by action of and at the option of the remaining Members in the event of (i) the termination of any Member as provided in Section 15.01 of this Agreement; (ii) the acquisition by Member Newco of the complete Membership Interest of any Member; or (iii) the occurrence of any other event that terminates the continued membership of any Member; or (d) a merger in which Member Newco is not the surviving organization ("Merger").

7.68 Continuation. Notwithstanding Section 17.01(c), Member Newco is not dissolved and is not required to be wound up by reason of any Event of Dissolution arising out of the termination of the continued Membership of a Member if there is at least one (1) remaining Member and the existence and business of Member Newco are continued by the remaining Member or by the affirmative Majority Vote of the Members if there is more than one remaining Member other than the Member as to whom the Event of Dissolution occurred, obtained no later than ninety (90) Days after the occurrence of the Event of Dissolution.

7.69 Effect of Dissolution. Upon dissolution of Member Newco, Member Newco shall cease to carry on its business, except to the extent necessary (or appropriate) for the winding-up of the business of Member Newco. Upon the occurrence of an Event of Dissolution (other than by reason of a Merger), the Managing Member shall file with the Secretary of State of Ohio a notice of dissolution pursuant to the Act.

7.70 Winding-Up, Liquidation and Distribution of Assets.

(a) Upon the occurrence of an Event of Dissolution, other than as a result of a Merger, an accounting shall be made by the Accountants of the accounts of Member Newco and Member Newco's assets, liabilities and operations, from the date of the last previous accounting until the date of the occurrence of such Event of Dissolution. The Managing Member shall immediately proceed to wind-up the affairs of Member Newco.

(b) If Member Newco is dissolved and its affairs are to be wound-up, the Managing Member shall:

(a) Sell or otherwise liquidate all of Member Newco's assets as promptly as practicable (except to the extent the Members may determine to distribute any assets to the Members in kind);

(b) Allocate any Net Profit or Net Loss resulting from such sales to the Members in accordance with Article XIII hereof;

(c) Discharge all liabilities of Member Newco, including liabilities to Members who are creditors, to the extent otherwise permitted by law, other than liabilities to Members for distributions, and establish such Reserves as may be reasonably necessary to provide for contingent or other liabilities of Member Newco;

(d) Distribute the remaining assets to the Members, either in cash or in kind, in accordance with the positive balance (if any) in the Capital Account of each Member (as determined after taking into account all Capital Account adjustments for Member Newco's Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members' respective Profits Interests. Any such distributions in respect of Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations; and

(e) If any assets of Member Newco are to be distributed in kind, the net fair market value of such assets shall be determined. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members shall be adjusted pursuant to the provisions of this Agreement to reflect such deemed sale.

(c) Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Member Funding to reduce or eliminate the negative balance of the Capital Account of such Member.

7.71 Articles of Termination. Upon the dissolution and the completion of winding-up of Member Newco, the Managing Member or such other Member as may be designated by the Members, shall execute articles of termination of Member Newco

and file same with the Secretary of State of Ohio and execute and file with the Secretary of State of North Carolina such filings as are required to withdraw Member Newco from North Carolina. Upon such filing, the existence of Member Newco shall be terminated.

7.72 Return of Contribution Nonrecourse to Other Members. Except as provided by law or as expressly provided in this Agreement, upon dissolution, each Member shall look solely to the assets of Member Newco for the return of the Capital Account of the Member. If Member Newco property remaining after the payment or discharge of the debts and liabilities of Member Newco is insufficient to return the Capital Account of one or more Members, including, without limitation, all or any part of that Capital Account attributable to Member Funding, then such Member or Members shall have no recourse against any other Member.

MISCELLANEOUS PROVISIONS

7.73 Applicable Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Ohio, and specifically the Act.

7.74 No Action or Partition. No Member has any right to maintain any action for partition with respect to the property of Member Newco.

7.75 Execution of Additional Instruments. Each Member hereby agrees to execute such other and further statements of interest and holdings, designations, powers of attorney and other instruments necessary to comply with any laws, rules or regulations.

7.76 Waivers. The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

7.77 Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Such rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

7.78 Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.

7.79 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of Member Newco or by any Person not a party hereto.

7.80 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

7.81 Federal Income Tax Elections; Tax Matters Member. All elections required or permitted to be made by Member Newco under the Code shall be made by the unanimous consent of the JG Members and CBL Member, except that the Tax Matters Member (the "TMM") shall make an election under Sections 108/1017 or
Section 754 of the Code upon request of any Member. The TMM shall be responsible for all administrative and judicial proceedings for the assessment and collection of tax deficiencies or the refund of tax overpayments arising out of a Member's distributive share of items of income, gain, deduction and/or credit of any other Company item (as that term is defined in the Code or in the Treasury Regulations) allocated to the Members affecting any Member's tax liability. The Members hereby appoint CBL Member as the initial TMM. The TMM shall promptly give notice to all Members of any administrative or judicial proceeding pending before the Internal Revenue Service involving any Company item and the progress of any such proceeding. Such notice shall be in compliance with such regulations as are issued by the Internal Revenue Service, except that, if such notice is not required by such regulations to be given to the Members, the TMM shall nevertheless give such notice to all of the Members. The TMM shall have all the powers provided to a tax matters partner in Sections 6221 through 6233 of the Code, including the power to select the forum to litigate any tax issue or liability arising from Company items, except that the TMM shall not settle any tax controversy without the consent of all of the Members or extend the statute of limitations with respect to any matter which is attributable to any Company item or affecting any item pending before the Internal Revenue Service. The provisions on limitations of liability of the Members and indemnification set forth in Article VIII shall be fully applicable to the TMM in its, his or her capacity as such. The TMM may resign at any time by giving written notice to Member Newco and each of the other Members. If CBL Member resigns as TMM, [JG Manager] shall immediately become the successor TMM. If [JG Manager] thereafter resigns as the TMM, then CBL Member shall immediately become the successor TMM, unless CBL Member elects not to become the successor TMM, in which event a new TMM shall be elected from among the Members by a Majority Vote. Additionally, if CBL Member is serving as the TMM at any time, but neither CBL Member nor any of its Affiliates is then a Member, CBL Member shall thereupon be deemed to have resigned as the TMM, and, if any JG Member is serving as the TMM at any time, but no JG Member nor any Affiliate of a JG Member is then a Member, such JG Member shall thereupon be deemed to have resigned as TMM.

7.82 Notices. Unless oral notice is expressly permitted by this Agreement, any notices or other communications required or permitted to be given by this Agreement must be given in writing and either (i) personally hand-delivered,
(ii) mailed by prepaid certified or registered mail, with return receipt requested, (iii) sent by generally recognized overnight delivery service to the party to whom such notice or communication is directed with delivery fee prepaid, or (iv) sent via telefax transmission, and, in the case of notices sent by any medium other than as set forth in (ii) above, the burden of proof of receipt of such notice shall be on the sender thereof. Any such notices shall be sent to the address of such party as follows:

If to Member Newco, to:

[Triangle Town Member LLC]
2030 Hamilton Place Boulevard
Suite 500, CBL Member Center
Chattanooga, Tennessee 37421

Attention: Charles B. Lebovitz
(423) 490-8662 (fax)

If to any of the Members, to:

The address of such Member
as set forth on Exhibit B.

Any party may change such party's address for purposes of this Agreement by giving notice of such change to the other parties pursuant to this Section 18.10.

7.83 Amendments. This Agreement may be amended, modified or supplemented only by a writing executed by each of the Members; provided, however, that CBL Member is hereby authorized and directed to amend Exhibit B to reflect changes in the information set forth on Exhibit B.

7.84 Enforceability. Wherever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

7.85 Drafting. The Members acknowledge that each has participated substantially in the negotiation and drafting of this Agreement and agree that this Agreement shall not be construed more favorably toward one Member than another due to the fact that this Agreement may have been physically drafted by one Member or its counsel.

7.86 Further Assurances. The Members each agree to cooperate, and to execute and deliver in a timely fashion any and all additional documents to effectuate the purposes of Member Newco and this Agreement.

7.87 Time. Time is of the essence of this Agreement, and to any payments, allocations and distributions provided for under this Agreement.

7.88 Integration. This Agreement and the Master Transaction Agreement, dated as of October [ ], 2005, by and among the JG Members, JG North Raleigh L.L.C., an Ohio limited liability company, JG Triangle Peripheral South LLC, an Ohio limited liability company, and CBL Member Parent, and the exhibits hereto and thereto, embody the entire agreement and understanding among the Members and supersede all prior agreements and understandings, if any, among and between the Members relating to the subject matter hereof and thereof.

7.89 Termination of Letter Agreement. As set forth in Section 18.16 above, the Letter Agreement is hereby terminated and of no further force and effect.

7.90 Public Announcements; Precedence in Publicity. Any release to the public of information with respect to the Project, Member Newco or any of Member Newco's assets or activities contemplated herein or any matters set forth in this Agreement will be made only after CBL's approval and only in the form

approved by CBL and its counsel; except that, in any advertising or promotional materials or communications relating to Member Newco and/or the Project, in any form and in any media, including without limitation print, outdoor advertising, broadcast or online, The Richard E. Jacobs Group, Inc. or its designated Affiliate shall receive "first billing" in relation to any reference to CBL or any Affiliate and in no less prominent typeface or positioning within the material or communication, and any reference to CBL or any Affiliate shall be accompanied by a reference to The Richard E. Jacobs Group, Inc. or its designated Affiliate that meets the foregoing requirements. The provisions of the immediately preceding sentence shall no longer apply if Richard E Jacobs ceases to Control The Richard E. Jacobs Group, Inc., but thereafter, so long as any Affiliate of The Richard E. Jacobs Group, Inc. is a Member, The Richard E. Jacobs Group, Inc. or its designated Affiliate shall receive at least "equal billing" in relation to any reference to CBL or any Affiliate and in no less prominent typeface or positioning within the material or communication, and any reference to CBL or any Affiliate shall be accompanied by a reference to The Richard E. Jacobs Group, Inc. or its designated Affiliate that meets the foregoing requirements.

7.91 Estoppel Certificates. Each Member shall, at any time and from time to time upon not less than fifteen (15) Days' prior written request by another Member, execute and deliver to the Member making such request a written certificate stating whether: (i) this Agreement is in full force and effect;
(ii) this Agreement has been modified or amended and, if so, identifying and describing each and every such modification or amendment; and (iii) to the best knowledge of the Member executing said certificate, whether: (A) any facts or circumstances exist that, with the passage of time, the giving of any required notices, or both, would constitute a default hereunder, or (B) any uncured default then exists on the part of any Member under this Agreement and, if so, specifying the nature and extent of such facts, circumstances, or default (as the case may be), including those which may give rise to offsets, defenses and counterclaims. The obligations set forth in this Section 18.19 shall apply only to matters known to the certifying Member. Any such certificate may be relied upon by the Member requesting same, but only to the extent that such Member is without knowledge to the contrary. A Member who executes such a certificate shall not be liable for any erroneous statements contained therein, provided that such statements shall have been made in good faith and that any such errors were unintentional.

7.92 Legal Counsel. The parties hereto acknowledge that the law firm of Shumacker Witt Gaither & Whitaker, P.C. ("SWGW"), legal counsel to CBL Member, may act as legal counsel to Member Newco following the execution of this Agreement and with respect to matters concerning Member Newco and CBL Member as a Member, and with respect to the Project. Likewise, the parties agree that Thompson Hine LLP ("TH"), legal counsel to the JG Members, may serve as legal counsel to Member Newco following the execution of this Agreement and with respect to matters concerning Member Newco and the JG Members as Members, and with respect to the Project. Each Member does hereby waive any conflict of interest that such counsel may have or be deemed to have when representing Member Newco, CBL Member or the JG Members as to any matter that does not involve a dispute between the Members. In any such dispute between the Members, the Members acknowledge that SWGW may represent CBL Member and TH may represent the JG Members unless applicable ethics rules prevent SWGW and/or TH from acting in such capacities and each Member does hereby waive any conflict of interest that such counsel may have or be deemed to have as the result of that representation. Each Member may from time to time designate additional or alternative counsel to such Member for the purposes of this Section 18.20, and

the foregoing waivers, subject to the foregoing limitations and exceptions, shall also apply as to such additional or alternative counsel.

o
REPRESENTATIONS AND WARRANTIES

7.93 Representations of the JG Members. Each of the JG Members hereby represents to CBL Member and to Member Newco as of the date hereof that:

(a) Organization.

(a) such JG Member is a limited liability company or (as to JGRI) corporation, existing and in full force and effect or (as to JGRI) in good standing under and by virtue of the laws of its state of organization or incorporation;

(b) That the Persons executing this Agreement on behalf of such JG Member are duly elected, qualified and acting as its officers or members, as the case may be.

(b) Authority.

(a) That all actions and resolutions, whether partnership, corporate or otherwise, necessary to authorize such JG Member to enter into this Agreement have been taken and adopted;

(b) That all consents by third Persons which such JG Member is by the terms of its agreements, if any, with any such third Persons, required to obtain prior to its execution of this Agreement have been so obtained by such JG Member;

(c) That such JG Member has, and the Persons executing this Agreement on their behalf have, all requisite power and authority and has (have) been duly authorized to enter into this Agreement;

(d) That this Agreement has been duly executed on such JG Member's behalf;

(e) That such JG Member has full right and lawful authority to enter into and perform its covenants and obligations under this Agreement for the full term hereof, and has full right and lawful authority to make its representations and warranties hereunder; and

(f) That upon execution of this Agreement by each party hereto, this Agreement will constitute the legal, valid and binding obligation of such JG Member and will be enforceable against it and its successors and assigns in accordance with its terms, except as such enforcement may be limited by (A) bankruptcy, insolvency, moratorium, or other similar laws

affecting a creditor's rights and remedies or the relief of debtors generally at the time in effect, (B) the discretion of the court before which any proceeding involving the same may be brought, and (C) equitable principles at the time in effect limiting the remedy of specific performance.

(c) Conflict. Neither the execution, delivery or performance by such JG Member of this Agreement or the transactions contemplated hereby will conflict with, or will result in a breach of, or will constitute a default under, (i) any agreement or instrument by which such JG Member or any of its Affiliates may be bound or
(ii) any judgment, statute, rule, law, order, decree, writ or injunction of any court or Governmental Authority applicable to such JG Member or any of its Affiliates and/or its or their respective property and assets for which consent has not been obtained.

7.94 Representations of CBL Member. CBL Member hereby represents to the JG Members and to Member Newco as of the date hereof that:

(a) Organization.

(a) CBL Member is a limited liability company, organized, existing and in good standing under and by virtue of the laws of the State of [North Carolina];

(b) That the Person(s) executing this Agreement on CBL Member's behalf are duly elected, qualified and acting as its officer(s), manager(s) or member(s) (as the case may be).

(b) Authority.

(a) That all actions and resolutions, whether partnership, corporate or otherwise, necessary to authorize CBL Member to enter into this Agreement have been taken and adopted;

(b) That all consents by third Persons which CBL Member is, by the terms of their agreements, if any, with any such third Persons, required to obtain prior to their execution of this Agreement have been so obtained by CBL Member;

(c) That CBL Member has, and the Persons executing this Agreement on its behalf have, all requisite power and authority and has (have) been duly authorized to enter into this Agreement;

(d) That this Agreement has been duly executed on behalf of CBL Member;

(e) That CBL Member has full right and lawful authority to enter into and perform its covenants and obligations under this

Agreement for the full term hereof, and has full right and lawful authority to make CBL Member's representations and warranties hereunder; and

(f) That upon execution of this Agreement by each party hereto, this Agreement will constitute the legal, valid and binding obligation of CBL Member and will be enforceable against CBL Member and its successors and assigns in accordance with its terms, except as such enforcement may be limited by (A) bankruptcy, insolvency, moratorium, or other similar laws affecting a creditor's rights and remedies or the relief of debtors generally at the time in effect, (B) the discretion of the court before which any proceeding involving the same may be brought, and (C) equitable principles at the time in effect limiting the remedy of specific performance.

(c) Conflict. Neither the execution, delivery or performance by CBL Member of this Agreement or the transactions contemplated hereby will conflict with, or will result in a breach of, or will constitute a default under, (i) any agreement or instrument by which CBL Member or any of its Affiliates may be bound or (ii) any judgment, statute, rule, law, order, decree, writ or other judgment, statute, rule, law, order, decree, writ or injunction of any court or Governmental Authority applicable to CBL Member or any of its Affiliates and/or their respective property and assets for which consent has not been obtained.

7.95 Survival of Representations and Warranties. All representations and warranties contained in this Agreement will be effective on the date of this Agreement and shall survive until the termination of this Agreement in accordance with its terms.

DEFAULT PROVISIONS

7.96 Events of Default. A Member is in default or breach (each a "Default") hereunder if:

(a) Monetary Defaults. CBL Member or its Affiliates fails to make a CBL Member Mandatory Contribution within the time parameters, including applicable cure periods, set forth in Section 11.01;

(b) Bankruptcy. Such Member or any Affiliate of such Member that has provided an Affiliate Loan Guarantee shall (i) voluntarily commence any proceeding or file any petition for liquidation (a liquidating Chapter 11 bankruptcy) or a petition for a Chapter 7 bankruptcy, (ii) consent to the institution of, or fail to contravene in a timely and appropriate manner, any such proceeding or the filing of such petition, (iii) apply for or consent to the appointment of a receiver, custodian, sequestrator or similar official for such Member or Affiliate or for a substantial part of any of its property or assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability, or fail generally to pay its debts as they become due, or (vii) take corporate or partnership action for the purpose of effecting any of the foregoing;

(c) Insolvency. Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction, and in either case shall continue undismissed for one-hundred eighty (180) Days or an order or decree approving or ordering any of the following shall continue unstayed and in effect for one-hundred eighty (180) Days, seeking (i) relief in respect of such Member or any Affiliate of such Member that has provided an Affiliate Loan Guarantee or of a substantial part of any of its property or assets, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for such Member or Affiliate, or for a substantial part of any of its property or assets or (iii) the winding-up or liquidation of such Member or Affiliate;

(d) Seizure of Assets. All or substantially all of such Member's assets, or the assets of an Affiliate of such Member that has provided an Affiliate Loan Guarantee, or such Member's Membership Interest, or any part of such Member's Membership Interest is assigned following their attachment, execution or other judicial seizure thereof, excluding any such attachment, execution or other judicial seizure that results from a lender to Member Newco exercising its rights under a guaranty;

(e) Transfers. Either: (i) an assignment prohibited by Article XVI occurs with respect to such Member and such assignment or other transaction is not rescinded within ninety (90) Days after the non-assigning Member gives written notice to the assigning Member specifying such default; or (ii) an indirect transfer of a Member's equity interests occurs other than as permitted in Article XVI and such assignment is not rescinded within ninety (90) Days after the non-assigning Member gives written notice to the Member whose equity interests were assigned specifying such default; or (iii) an assignment otherwise permitted by Article XVI occurs or is attempted with respect to such Member but such assignment or the assignee thereof fails to comply with or violates the provisions of Article XVI with respect to such assignment, i.e., the failure to observe the requirements set forth in Section 16.07 above, and such failure or violation is not corrected within ninety (90) Days after a non-assigning Member gives written notice to such assigning Member specifying such default;

(f) Dissolution. A Member dissolves or causes itself to be dissolved (unless prior to or simultaneous with such dissolution, a successor acquires such Member's entire Membership Interest in an assignment permitted under Article XVI) or a court of competent jurisdiction determines that a Member is completely and totally unable to perform its duties and obligations under this Agreement;

(g) Breach of Representation or Warranty. Any material breach by a Member of any representation or warranty set forth in Article XIX above and such breach is not corrected within ninety (90) Days after the Non-Defaulting Member delivers to the Defaulting Member a written notice specifying the breach of representation or warranty; and

(h) Other Material Default. Except as to specific defaults or breaches set forth in this Section 20.01 other than in this Section 20.01(h), a breach of or default under any other material provision of this Agreement which is to be observed or performed by such Member, or by an Affiliate of such Member under any Affiliate Loan Guarantee, occurs and remains uncured for more than thirty
(30) Days after Member Newco or, if such default or breach is by the Managing Member or its Affiliates, after any other Member gives written notice to the Defaulting Member specifying such default; except that, if the breach or default

being claimed is a breach or default by an Affiliate of a Member in the performance of its duties under any Affiliate Loan Guarantee, the other Member(s) must give written notice to the Defaulting Member claiming such breach or default, and the Defaulting Member shall have thirty (30) Days within which to either cure or cause its Affiliate to cure the breach or default or contest the breach or default; and except that, if the breach or default being claimed is a breach or default by a Member in the performance of its duties as a Member, the other Member(s) (excluding Affiliates of the Member who is claimed to be in breach or default) must give written notice to the Defaulting Member claiming such breach or default and the Defaulting Member shall have one-hundred twenty
(120) Days within which to either cure the breach or default or contest the breach or default; and except that, if the breach or default being claimed is a breach or default by the Managing Member under Section 6.02 above, the other Member(s) must give written notice to the Defaulting Member claiming such breach or default, and the Defaulting Member shall have sixty (60) Days (thirty (30) Days in the case of a breach or default under Section 6.02) above within which to either cure the breach or default or contest the breach or default; and, except that if the breach or default being claimed is a breach or default under the Property Management Agreement by the Managing Member in its capacity as the Property Manager or by an Affiliate of the Managing Member in its capacity as the Property Manager, the provisions of this Article XX shall not apply to such breach or default, and the provisions of the Property Management Agreement shall control.

A Member in Default hereunder is referred to as the "Defaulting Member". The Member(s) who are not in Default and who are not Affiliates of the Member who is in Default are herein sometimes referred to as the "Non-Defaulting Member(s)." For purposes hereof, a "Default" shall not be deemed to occur so as to trigger the remedies set forth below until the expiration of any applicable notice, grace and cure periods.

7.97 Remedies Upon Default. In the event of the occurrence of a Default, the Defaulting Member shall, pursuant to Section 20.04 below, cease to have any approval rights with respect to Member Newco, except for the Default Approval Rights defined in Section 20.04, until the Default has been cured by the Defaulting Member, and the Non-Defaulting Member(s) shall have the right to exercise the following remedies as their exclusive remedies for the particular type of Default:

(a) For Defaults described in Section 20.01(a), the exclusive remedies to the Non-Defaulting Members shall be an action for injunctive relief and/or monetary damages and/or the remedy set forth in Section 20.03;

(b) For Defaults described in Sections 20.01(b), (c), (d) and/or (f), the exclusive remedy to the Non-Defaulting Member(s) shall be as set forth in
Section 20.03;

(c) For Defaults described in Section 20.01(e), the exclusive remedies to the Non-Defaulting Member(s) shall be an action for injunctive relief and/or money damages;

(d) For Defaults described in Section 20.01(g), the exclusive remedy to the Non-Defaulting Member(s) shall be an action for money damages;

(e) For Defaults described in Section 20.01(h) involving any claim of breach or default by the Managing Member in its capacity as the Managing Member

in the performance of its duties, the exclusive remedy to the Non-Defaulting Members shall be to replace the Managing Member, after the notice and cure periods and other procedures set forth in Section 20.01(h) have expired and/or a claim has been made that the Managing Member has failed to perform its duties as the Managing Member and the Managing Member has not contested such claim), and in the event of any such replacement, [JG Manager} automatically, if the Managing Member to be replaced is CBL Member, and, otherwise, another Member elected by a Majority Vote, shall thereupon, without any other action taken by the Members, become the Managing Member, the replaced Managing Member shall thereafter have only the rights of a Member with respect to the management of the affairs of Member Newco, and the replaced Managing Member or any Affiliate of the replaced Managing Member then serving as the Property Manager shall thereupon automatically be removed as the Property Manager pursuant to the Property Management Agreement; and

(f) For Defaults described in Section 20.01(h) involving any claim of breach or default by a Member, other than the Managing Member in its capacity as the Managing Member, in the performance of its duties, the exclusive remedy to the Non-Defaulting Member(s) shall be that the Defaulting Member shall lose all approval rights except Default Approval Rights as set forth in Section 20.04 after the notice and cure periods and other procedures set forth in Section 20.01(h) have expired and/or a claim has been made that such Defaulting Member has failed to perform its duties as a Member and such Defaulting Member has not contested such claim and any duties or responsibilities of such Defaulting Member may be undertaken by the Non-Defaulting Members.

7.98 Purchase Upon Default.

(a) Reasons for Granting Option to Purchase. To more fully protect the Members against certain Defaults of other Members as set forth in Section 20.02 above where such Defaults provide for the remedy set forth in this Section 20.03, each Member hereby grants to the other Members that are not its Affiliate (which grantee shall be the JG Members if CBL Member were the Defaulting Member, and which grantee shall be CBL Member if any JG Member were the Defaulting Member, and which grantee would include any other Affiliates of such JG Member or CBL Member, respectively, if either of such JG Member or CBL Member had transferred all or a portion of its Membership Interests to Affiliates pursuant to exempt transfers under Section 16.03 above) (the "Non-Affiliated Members") and are not in default hereunder the right and option to purchase the entire Membership Interest of the Defaulting Member and its Affiliates, if any, upon the occurrence of a Default by the Defaulting Member and/or its Affiliate(s) and the failure of the Defaulting Member to cure the Default within the applicable cure period, if any, provided in Section 20.01 above on and subject to the terms and conditions set forth in this Section 20.03. Once said option has been exercised, the Non-Affiliated Members shall have the right to complete the purchase pursuant to its exercise of said option regardless of any potential or actual detriment that exercising such option may cause the Defaulting Member; provided, however, that the Defaulting Member may cure the Default that gave rise to said option to purchase and pay all of the Non-Affiliated Members' costs, expenses and reasonable attorney's fees incurred in connection therewith, at any time prior to the required date of closing, in which event the Non-Defaulting Member shall not have the right to purchase the Membership Interests of the Defaulting Member and its Affiliates, if any, pursuant to this
Section 20.03 with respect to such Default.

(b) Exercise of Option. If the Non-Affiliated Members shall at any time desire to purchase the entire Membership Interest of a Defaulting Member and its Affiliates, if any, when allowed so to do as the result of circumstances triggering the use of this Section 20.03, they may exercise said right and option to purchase a Defaulting Member and its Affiliates' entire Membership Interest by giving written notice to all Members unequivocally stating that they are exercising such right and option (said notice is hereinafter referred to as the "Exercise Notice"). Except as provided in the immediately following sentence of this Section 20.03(b), the purchase price for said Defaulting Member and its Affiliates' entire Membership Interest (said amount being hereinafter referred to as the "Default Purchase Price") shall be an amount equivalent to seventy-five percent (75%) of the value of the Defaulting Member and its Affiliates' Membership Interest computed by utilization of the Appraisal Procedure set forth on Exhibit D, with such Appraisal Procedure being used to determine the Appraised Value of the Project and the resulting value of a Member's Membership Interest as set forth on Exhibit D (the "Default Formula Price"). If the Appraised Value of the Project as so determined, net of any outstanding Constructions Loans and/or Permanent Financing/Refinancing, is less than the sum of all unreturned Initial Contributions, Mandatory Contributions and Non-Required Contributions of the Members and accrued and unpaid Interest/Return thereon, the Default Purchase Price shall be the greater of (i) the Default Formula Price and (ii) an amount equal to the amount that would be distributed to the Defaulting Member and its Affiliates upon a Capital Events Distribution in an amount equal to the Appraised Value of the Project as so determined, net of any outstanding Constructions Loans and/or Permanent Financing/Refinancing. The Default Purchase Price, as determined under the two immediately preceding sentences, shall be adjusted pursuant to the provisions of
Section 20.06 below. Said purchase shall be on the terms and pursuant to the procedures set forth herein and the closing of said transaction shall take place in accordance with the provisions of Section 20.06 below. If Non-Affiliated Members do not exercise said right and option in the manner and within the time aforesaid, the Non-Affiliated Members shall be deemed to have waived said right and option to purchase, but only as to the specific default giving rise to said right and option to purchase, and not others, and the Non-Affiliated Members shall continue to have and enjoy the right and option to so purchase created under and by virtue of this Article XX in all other, further and/or subsequent cases to which this Section 20.03 applies. As between the Non-Affiliated Members, they shall have the right to purchase the Defaulting Member and its Affiliates' entire Membership Interest in proportion to their Profits Interests but without the inclusion of the Defaulting Member and its Affiliates' Profits Interests and if one or less than all Non-Affiliated Members do not desire to purchase the Defaulting Member and its Affiliates' Membership Interest, the Non-Affiliated Members so desiring to purchase shall have the right to purchase the entire (but no fractional portion of the) Membership Interest of the Defaulting Member.

(c) Expenses. All reasonable fees, costs and expenses of the appraisers and otherwise associated with the Appraisal Procedure and the purchase of the Defaulting Member and its Affiliates' Membership Interest shall be the responsibility of and shall be paid by the Defaulting Member.

(d) Membership Interest Will be Acquired by Non-Affiliated Members for the Default Purchase Price. It is the intention and express agreement of the Members that if a default shall occur hereunder to which this Section 20.03 applies, the Non-Affiliated Members shall have the right to purchase the Membership Interest of a Defaulting Member and its Affiliates, if any, for the Default Purchase

Price and shall not (directly, indirectly, contingent or otherwise) be obligated to pay more than the Default Purchase Price, as determined in accordance with this Agreement, in order to acquire the Membership Interest of the Defaulting Member and its Affiliates, if any, regardless of whether the aggregate amount of the indebtedness, obligations and/or liabilities secured by any liens or encumbrances on such Membership Interest exceeds the Default Purchase Price determined under this Agreement.

7.99 Default Approval Rights; Loss of Approval Rights on Defaults.

The Members agree that a Defaulting Member shall forfeit its rights to approve Company decisions and activities during the pendency of a Default until such time as the Default is cured but subject to the provisions of this Section
20.04. Notwithstanding any provision in this Section 20.04 to the contrary, a Member shall retain its rights (herein, the "Default Approval Rights") under this Agreement to approve the following actions regardless of any default by such Member:

(a) The filing of bankruptcy by Member Newco or the filing by Member Newco for the appointment of a receiver for the assets of Member Newco;

(b) Dissolution or termination of Member Newco;

(c) Except as set forth in a Pro Forma and/or an Operating Budget as required funding from the Members, the entering into any contract or agreement, including guarantees, that creates liability of the Defaulting Member beyond its Member Funding or that requires the guarantees of the Defaulting Member or its Affiliates; or

(d) Except for typographical errors or corrections or the amendment of Exhibit B to reflect changes to the information set forth thereon in accordance with this Agreement, the amendment or modification of this Agreement.

7.100 Attorney's Fees. Except as otherwise provided herein, if (i) any party fails to perform any of its obligations under this Agreement, or (ii) any litigation is commenced between the parties concerning any provision of this Agreement or any rights or duties of any person relative thereto, or (iii) any party institutes any proceeding in any bankruptcy or similar court which has jurisdiction over any party (or any or all of its property or assets), the non-defaulting party or party prevailing in such litigation, or the non-bankrupt party (as the case may be) shall be entitled, in addition to damages and such other and further relief as may be granted, to all costs incurred in enforcing and defending its rights and remedies under this Agreement, including but not limited to reasonable attorney's fees, out-of-pocket costs and expenses, and court costs, together with interest on the foregoing from the date same are incurred until fully repaid at a rate equal to the Interest/Return, or such lesser rate of interest as may from time to time be the maximum rate of interest which may, under the circumstances, be charged under applicable law. If neither party is the sole prevailing party or each party prevails on its claims against the other party, then each party shall be responsible for its own attorney's fees, out-of-pocket expenses and costs and court costs.

7.101 Closing.

(a) Closing Terms. This Section 20.06 sets forth and will govern the procedures, terms and conditions pursuant to which a Member selling its Membership Interest (the "Selling Member") will be transferred to a Member purchasing the Selling Member's Membership Interest (the "Purchasing Member") pursuant to Section 20.03.

(b) Purchase Price. As used herein, the term purchase price shall mean in the case of a transfer pursuant to Section 20.03, the Default Purchase Price, as the same may be increased or decreased pursuant to the provisions of this
Section 20.06.

(c) Default Purchase Closing Date and Place. The closing of the purchase/sale of a Member's Membership Interest pursuant to Section 20.03 and this Section 20.06 shall be held at the principal office of Member Newco on a business Day that is determined by the Purchasing Member, but in any event unless the closing is delayed through no fault of the Purchasing Member, no later than thirty (30) Days following the date of the Exercise Notice; provided, however, in the event that the closing of such purchase/sale has not occurred by the date that is one-hundred eighty (180) Days following the date of such Exercise Notice and such delay or failure to close is not the result of any action or inaction of the Selling Member and the Selling Member is otherwise ready and willing to close and/or the delay or failure to close is not the result of any court action or inaction or restraining order or injunction, then such failure to close within such time parameter shall be deemed a waiver of the Purchasing Member's rights to purchase the Selling Member's Membership Interest by reason of the Default that triggered the Purchasing Member's rights under
Section 20.03 above. Such waiver shall not, however, be deemed to be a waiver of any other Default that may exist at the time or that may occur thereafter. The date determined in accordance with the foregoing provisions for closing of any transaction to which this Section 20.06 is applicable is hereinafter referred to as the "Default Purchase Closing Date".

(d) Payment; Escrow. On the Default Purchase Closing Date, the Default Purchase Price may be deposited in good federal funds that are immediately available at the place of closing in escrow with the title company involved with the transaction or with either Purchasing Member's or Selling Member's counsel.

(e) Title. Title to the Selling Member's Membership Interest shall be transferred free and clear of all liens and encumbrances (and the possibility thereof) of every nature and description whatsoever.

(f) Selling Member's Default. If a Selling Member shall fail or refuse to complete a transfer after the Purchasing Member becomes obligated to purchase pursuant to Section 20.03, as the case may be, the Purchasing Member may, at its option, elect to pursue any and all rights and remedies under this Agreement, at law, in equity, or otherwise against the Selling Member. Furthermore, each Member takes cognizance of the fact that a breach of the Selling Member's obligations under Section 20.03, as the case may be, may cause irreparable injury to the business and property of the Purchasing Member, and that there are inadequate remedies available at law to redress such injury. Consequently, the Purchasing Member shall have the right to seek and obtain specific performance of the obligations of the Selling Member that arise under this Article XX (as

well as any collateral obligations under other provisions of this Agreement, at law, in equity, or otherwise). The foregoing provisions shall not be construed to preclude, restrict or limit any other or further rights or remedies that the Purchasing Member may have under this Agreement, at law, in equity, or otherwise.

(g) Adjustments. On the Default Purchase Closing Date, the following adjustments shall be made to the Default Purchase Price and the following disbursements shall be made from the escrow by the escrow holder:

(a) the aggregate amount of all amounts owed by the Selling Member and its Affiliates to Member Newco, including accrued and unpaid interest thereon, shall be subtracted from the Default Purchase Price; and

(b) the aggregate amount of all liens of a definite and ascertainable amount upon the Membership Interest of the Selling Member shall be deducted in determining the Default Purchase Price.

(h) Costs. In the event of a transfer pursuant to the provisions of Section 20.03, all title charges, recording fees, transfer taxes, and other fees, costs and expenses of the purchase, sale and transfer of the Membership Interest shall be charged to and paid in cash by the Selling Member through the escrow on the Default Purchase Closing Date.

(i) Payment. On the Default Purchase Closing Date, that portion of the Default Purchase Price that is held in escrow after the adjustments, payments and disbursements that are described in Section 20.06(g) and (h) (hereinafter referred to as the "Payment Amount") shall be disbursed to the Selling Member in immediately available Federal funds through the escrow, except that if the Payment Amount is a negative amount, the Selling Member shall pay such amount to the Purchasing Member in immediately available Federal funds through the escrow on the Default Purchase Closing Date. If the Selling Member fails to pay such amount, the Purchasing Member may elect to complete its purchase of the Selling Member's Membership Interest and the amount owed by the Selling Member shall accrue interest from the date of transfer until all principal and accrued interest is paid in full at a rate equal to the Interest/Return plus five percent (5%) but not in excess of the maximum amount allowable under applicable law.

(j) Transfer of Title. On the Default Purchase Closing Date:

(a) the Selling Member shall, simultaneously with the payment of the Payment Amount (or if a negative number, at the time same would be payable if it was a positive number) sell, assign and transfer the Selling Member and its Affiliates' entire Membership Interest to the Purchasing Member by written assignment containing (A) a warranty of the Selling Member's authority, (B) a special or limited warranty of title against the Selling Member's own acts, and (C) confirmation of the provisions set forth in Section 20.06(i);

(b) the Purchasing Member shall, simultaneously with its receipt of the assignment referred to in this Section 20.06(j), execute an agreement whereby it accepts such assignment and assumes the

obligations of the Selling Member under this Agreement with respect to the Membership Interest of the Selling Member that the Purchasing Member is acquiring; and

(c) all other Members shall simultaneously with the events described in Sections 20.06(j)(i) and (ii), agree in writing to and shall consent to such assignment and the transactions effected thereby.

All such documents of assignment, acceptance, assumption, consent and confirmation shall be in form and substance reasonably satisfactory to the Purchasing Member, and shall be duly executed by all Members required to execute same in recordable form.

APPOINTMENT OF MANAGING MEMBER AS ATTORNEY-IN-FACT

7.102 Appointment. Each Member hereby irrevocably constitutes and appoints the Managing Member as such Member's true and lawful attorney-in-fact with full power and authority in said Member's name, place and stead for the limited purposes of executing, acknowledging, delivering, swearing to, filing and recording at the appropriate public office such documents as may be necessary or appropriate to carry out the provisions of this Agreement, as follows:

(a) All certificates and other instruments (including counterparts of this Agreement), and any amendment thereof, which the Managing Member deems appropriate to qualify or continue Member Newco as a limited liability company in any jurisdiction in which Member Newco may conduct business;

(b) All instruments which the Managing Member deems appropriate to reflect a change or modification of this Agreement approved by the Members in accordance with the terms of this Agreement; and

(c) All instruments, documents, consents and agreements, financing statements, security agreements, and continuation statements which the Managing Member deems appropriate or necessary to effect and consummate any decision that the Managing Member is authorized to make under this Agreement and any decision unanimously approved or deemed unanimously approved by the Members if such approval is necessary pursuant this Agreement.

7.103 Survival. The appointment by all Members of the Managing Member as their attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of the Managing Member to act as contemplated by this Agreement in any filing and other action on behalf of Member Newco and shall survive the bankruptcy, death, dissolution, disability or incompetence of any Member hereby giving such power or the transfer or assignment of all or any part of the Membership Interest of such Member; provided, however, that in the event of the transfer by a Member of all or any part of said Member's Membership Interest, the foregoing power of attorney of a transferor Member shall survive such transfer only until such time as the transferee shall have been admitted to

Member Newco as a Member and has, among other things contained herein, agreed to appoint the Managing Member as its attorney-in-fact as provided in this Article XXI, and all required documents and instruments shall have been duly executed, filed and recorded to effect such substitution.

[Signatures on next page]

IN WITNESS WHEREOF, the undersigned have entered into this Agreement as of the date and year first written above.

REJ REALTY LLC

By: _______________________________
Judson E. Smith
Executive Vice President

JG REALTY INVESTORS CORP.

By: _______________________________
Judson E. Smith
Executive Vice President

JG MANAGER LLC

By: _______________________________
Judson E. Smith
Executive Vice President

Attached to and made a part of that certain Limited Liability Company Agreement of [Triangle Town Member LLC], dated as of the date first above written.

EXHIBIT A

Description of the Real Estate

Attached to and made a part of that certain Limited Liability Company Agreement of [Triangle Town Member LLC], dated as of the date first above written.

Members
                                            Profits           Initial Capital
Name, Address                               Interest          Contribution
-------------                               --------          ------------

REJ Realty LLC
c/o The Richard E. Jacobs Group, Inc.       [  ]%               $[    ]
25425 Center Ridge Road
Cleveland, Ohio 44145-4122
Attention: President
(440) 808-6903 (fax)

JG Realty Investors Corp.
c/o The Richard E. Jacobs Group, Inc.       [  ]%               $[    ]
25425 Center Ridge Road
Cleveland, Ohio 44145-4122
Attention: President
(440) 808-6903 (fax)

JG Manager LLC
c/o The Richard E. Jacobs Group, Inc.       [  ]%               $[    ]
25425 Center Ridge Road
Cleveland, Ohio 44145-4122
Attention: President
(440) 808-6903 (fax)

with a copy (as to each JG Member) to:
General Counsel
The Richard E. Jacobs Group, Inc.
25425 Center Ridge Road
Cleveland, Ohio 44145-4122
(440) 808-6903 (fax)
------------------------------------------------------------------------------

[CBL Triangle Town Member], LLC.....         50%                $0.00
2030 Hamilton Place Boulevard
Suite 500, CBL Member Center
Chattanooga, Tennessee  37421.......
Attention:  Charles B. Lebovitz
(423) 490-8662 (fax)

with a copy to:

                                      103

Jeffery V. Curry, Esq.
Shumacker Witt Gaither & Whitaker, P.C.
2030 Hamilton Place Blvd.
Suite 210, CBL Member Center
Chattanooga, Tennessee  37421
(423) 899-1278 (fax)

Attached to and made a part of that certain Limited Liability Company Agreement of [Triangle Town Member LLC], dated as of the date first above written.

EXHIBIT C

FEES TO MEMBERS

The following fees shall be paid by Member Newco to the JG Members (pro rata) and CBL Member or their Affiliates, as so designated:

Construction Management Fee - for services of CBL Member and/or its Affiliates in the construction management of the Project with respect to Future Development Activities a Construction Management Fee of three-and-one-quarter percent (3.25%) of the construction costs of the Project with respect to such Future Development Activities, as set forth in the approved Pro Forma, plus, as to Future Development Activities for which EMJ serves as general contractor, a further fee to be paid to EMJ to be set forth in the approved Pro Forma for with respect to such Future Development Activities. The referenced Construction Management Fees shall be paid as set forth in the applicable approved Pro Forma.

Development Fee - for services of CBL Member and/or its Affiliates and the JG Members and/or their Affiliates in Future Development Activities, a Development Fee in an amount to be agreed by the Members prior to the commencement of Future Development Activities. The Development Fee shall be paid in equal monthly increments over the Construction Period of the Project with respect to such Future Development Activities.

Management Fee - for services of CBL Member or its Affiliate pursuant to CBL Member's asset/financial management responsibility for the Project, CBL Member or its Affiliate shall receive an amount equal to three percent (3%) of the "Project Income" as hereinafter defined, from the date of this Agreement until the earlier of the termination of this Agreement or the termination of CBL Member or its Affiliate as the Property Manager pursuant to the Property Management Agreement. The entitlement of CBL Member or its Affiliate to the Management Fee described herein shall be further outlined and subject to the terms of the Property Management Agreement.

Leasing Fees - for services of CBL Member or its Affiliate pursuant to CBL Member's leasing responsibility for the Project, CBL Member or its Affiliate shall receive the following:

A. With respect to each tenant who executes a renewal lease after the expiration of its initial lease, including the expiration of any options to extend such lease, which renewal lease has a term of at least three (3) years, an amount equal to Two Dollars ($2.00) per square foot of said tenant's space, payable upon the date the such tenant is open and paying rent;

B. With respect to the replacement of any tenant (other than an Anchor) with another tenant, an amount equal to Four Dollars ($4.00) per square foot of said tenant's space, payable upon the date the such tenant is open and paying rent;

C. With respect to the replacement of an Anchor with another Anchor or replacement tenant(s) and/or upon the addition of an Anchor to the Project, an amount equal to Two Dollars ($2.00) per square foot of said Anchor's or replacement tenant(s)' space in the Project, payable (i) for leases, upon the date the such Anchor or replacement tenant(s) is/are open and paying rent and
(ii) for non-lease transactions where the Anchor owns its space, upon the date such Anchor is open;

D. With respect to each temporary tenant in the Project who executes an occupancy agreement, as defined below, an amount equal to ten percent (10%) of the rent generated from said occupancy agreement, payable on full execution of the license agreement with such licensee. The term "occupancy agreement" shall mean a lease or license to occupy space in the Project that has a term of one year or less and the term "rent" shall mean only the minimum annual rent and percentage rent paid by the tenant; and

E. With respect to each sponsorship or co-branding transaction at or relating to the Project (other than such sponsorship(s) with the Coca Cola company or other soft-drink companies and their respective affiliates and/or affiliated or unaffiliated bottlers regarding the placement of vending machines in the common areas of the Project, for which the Members agree no sponsorship fee shall be paid by Member Newco), an amount equal to five percent (5%) of the gross revenues generated by such sponsorship or co-branding transaction, payable on full execution of the sponsorship or co-branding agreement (as to the portion of such gross revenues paid upon such execution) and monthly as to gross revenues paid during the term of such sponsorship or co-branding agreement.

The entitlement of CBL Member or its Affiliate to the Leasing Fees described herein shall be further outlined and subject to the terms of the Property Management Agreement

Outparcel and Pad Sales/Lease Fees - for services of CBL Member in selling or ground leasing Outparcels and pads, a fee of five percent (5%) of the sales price on a sale of an Outparcel or pad, payable on the closing of such sale, or five percent (5%) of the ground lease value on any ground lease of an Outparcel or pad, payable one-half (1/2) on the full execution of the ground lease and one-half (1/2) on the date the ground lessee is open and paying rent. The "ground lease value" shall be the sum of the annual rent to be paid over the greater of (i) ten years or (ii) term of the ground lease (but in no event more than twenty years).

Financing Fee - for services of CBL Member in the placement of Permanent Financing/Refinancing on behalf of Member Newco, CBL Member shall receive a fee equal to twenty-five hundredths percent (.25%) of the amount of such Permanent Financing/Refinancing. The Financing Fee shall be paid at the closing of such Permanent Financing/Refinancing.

DEFINITIONS

"Project Income"- subject to the exceptions noted below, shall mean (i) all revenue derived from the Project on a cash basis, including without limitation, (A) all minimum rents, (B) percentage rents, if any, (C) license fees paid by licensees and ninety-five percent of sponsorship income, (D) receipts from public telephones, storage lockers, vending machines, (E) stroller and other

equipment rentals, (F) advertising revenues, (G) gift card or gift certificate sales revenues, and (H) interest on tenant security deposits unless such interest is required to be paid to such tenants; and (ii) payments by tenants for utilities, insurance, real estate taxes, common area maintenance and operating expenses but, with respect to such payments referred to in this clause
(ii), only to the extent that there is a profit (i.e., an excess of such payments over the actual costs paid/recovered) generated therefrom to Member Newco. Project Income shall not include proceeds from the Construction Loan and Permanent Financing/Refinancing; proceeds from settlement of fire/casualty losses (except for such proceeds from loss of rents insurance), condemnation proceeds, sales of outparcels and other peripheral property, or items of a similar nature.

ADDITIONAL FEES, LIMITATIONS AND CERTAIN THIRD-PARTY FEES

The Members may be entitled to other fees pursuant to the terms of the Property Management Agreement and any consulting agreements or other agreements that may be entered into between Member Newco and such Member or its Affiliates, subject to the provisions of Section 5.03 of this Agreement. In addition, Member Newco will pay a fee to the JG Members (pro rata) and CBL Member in an amount equal to the applicable hourly rates charged by the JG Members and CBL Member, respectively, and approved by the Members, for in-house legal services provided for the benefit of Member Newco in connection with the development, financing, leasing or operation of the Project and will reimburse each Member for third-party costs incurred by such Member for such services.

The Members agree that, except as may be provided in an approved Pro Forma, there shall be no Leasing Fees or leasing expenses for the initial lease-up of particular phases or portions of the Project. Likewise, any in-house costs a Member may incur during a Construction Period for any particular Future Development Activity, including but not limited to travel costs and personnel costs, shall not be reimbursed by Member Newco to such Member. The Members shall bear their own legal fees and other costs for the negotiation and entering into of this Agreement and Member Newco shall not reimburse any Member for any costs or expenses incurred by such Member or its Affiliates prior to the date of this Agreement. No fee or compensation shall be paid by Member Newco to any Member or its Affiliates on the placement of any Construction Loan. Except for the Construction Management Fee to be paid to CBL Member as set forth above, no additional fees or compensation shall be paid by Member Newco to any Member or its Affiliates for the performance of construction management services.

Attached to and made a part of that certain Limited Liability Company Agreement of [Triangle Town Member LLC], dated as of the date first above written.

EXHIBIT D

APPRAISAL PROCEDURE

Procedure for Appraisals. For purposes of determining the appraised value of the Project pursuant to this Agreement, the following procedure (the "Appraisal Procedure") shall be followed:

(a) The Member initiating this Appraisal Procedure shall, in a written notice to the other Members, set forth the name, business address and phone number of an appraiser having the qualifications set forth in Section (b) below who has accepted said Member's appointment and agreed to act as said Member's appraiser hereunder in accordance with this Appraisal Procedure. The other Members shall, in a written notice to the initiating Member given not less than fifteen (15) Days after receipt of the said notice from the initiating Member, set forth the name, business address and telephone number of an appraiser having the qualifications set forth in Section (b) below who has accepted said Member's(s') appointment and agreed to act as the second appraiser hereunder in accordance with this Appraisal Procedure. The two appraisers so appointed shall appoint, and give each of the Members written notice of the name, business address and telephone number of, a third appraiser having the qualifications set forth in Section (b) below.

(b) Each appraiser shall, in all events, be independent and disinterested. All appraisers shall be members in good standing of the American Institute of Real Estate Appraisers ("AIREA") and shall have at least five years experience in appraising first class shopping centers that are similar to the Project and that are in the same general geographic area as the Project. Each appraiser shall appraise the Project on an "as is" basis.

(c) (i) The Managing Member and the Accountants shall, promptly upon request of any appraiser appointed pursuant to the provisions of this Section, furnish all such appraisers with any financial or other information in their possession relative to the Project that is reasonably requested by such appraiser.

(ii) Each of the three appraisers, acting independently of each other, shall, within sixty (60) Days after appointment of the last required appraiser, submit to the Members a written appraisal report that has been prepared in accordance with the provisions hereof stating his or her opinion as to the fair market value of the Project as of the relevant date. After all three appraisers have submitted written appraisal reports as aforesaid, they shall meet and reevaluate their appraisals and, if they agree on a single appraised fair market value within seventy-five (75) Days after appointment of the last required appraiser, such single appraised fair market value shall be the Appraised fair market value of the Project and is hereinafter referred to as the "Appraised Value." If the appraisers are unable to agree on a single appraised fair market value within such seventy-five (75) Day period, then the "Appraised Value" shall be deemed to be the arithmetic average of the three appraised fair

market values originally submitted, provided, however, that, if any of the appraised fair market values are more than five percent (5%) greater or less than the median value of the three appraised fair market values, such appraised fair market values shall be disregarded, and the Appraised Value shall be deemed to be the arithmetic average of the remaining two fair market values originally submitted, and, if two of the three appraised fair market values are five percent (5%) greater or less than the median value of the three appraised fair market values, both shall be disregarded and the appraised fair market value that is not so disregarded shall be taken as the Appraised Value. If the Appraisal Procedure is being utilized for purposes of establishing the value of a Member's Membership Interest, the Appraisal Procedure shall be utilized to establish the Appraised Value of the Project, and fifty percent (50%) of the Appraised Value of the Project shall be deemed the value of the Membership Interests of the JG Members (pro rata, in the aggregate) and fifty percent (50%) of the Appraised Value of the Project shall be deemed to be the value of the Membership Interests of the CBL Member (collectively if applicable, i.e., if any JG Member or CBL Member has assigned a portion of its Membership Interest to Affiliates pursuant to transfers permitted by Article XVI).

(iii) Any determination of appraised fair market value and Appraised Value pursuant to this procedure shall, in the absence of fraud, bad faith, or collusion, be binding and conclusive upon all Members.

(d) All reasonable costs, expenses and fees relative to the Appraisal Procedure shall, in all cases, be the responsibility of and paid by the Defaulting Member in the event the Appraisal Procedure is implemented pursuant to a Default and in all other cases, shall be the responsibility of Member Newco.

Attached to and made a part of that certain Limited Liability Company Agreement of [Triangle Town Member LLC], dated as of the date first above written.

EXHIBIT E

SITE PLAN

Attached to and made a part of that certain Limited Liability Company Agreement of [Triangle Town Member LLC], dated as of the date first above written.

EXHIBIT F

PROPERTY MANAGEMENT AGREEMENT

Attached to and made a part of that certain Limited Liability Company Agreement of [Triangle Town Member LLC], dated as of the date first above written.

EXHIBIT G

2006 OPERATING BUDGET

Attached to and made a part of that certain Limited Liability Company Agreement of [Triangle Town Member LLC], dated as of the date first above written.

EXHIBIT H

TAX MATTERS

This Exhibit is attached to and is a part of the Limited Liability Company Agreement (the "Agreement") of Member Newco. The provisions of this Exhibit are intended to comply with the requirements of Treas. Reg. 1.704-1(b)(2) and Treas. Reg. 1.704-2 with respect to partnership allocations and maintenance of capital accounts, and shall be interpreted and applied accordingly.

ARTICLE I

Definitions

1.01 Definitions. For purposes of this Exhibit, the capitalized terms listed below shall have the meanings indicated.

"Adjusted Fair Market Value" of an item of Member Newco property means the greater of (i) the fair market value of such property or (ii) the amount of any nonrecourse indebtedness to which such property is subject within the meaning of
Section 7701(g) of the Code.

"Applicable Federal Rate" means the applicable Federal rate within the meaning of Section 1[ ]4(d) of the Code.

"Capital Account" means the capital account of a Member maintained in accordance with ARTICLE II of this Exhibit to the Agreement.

"Code" means the Internal Revenue Code of 1986, as amended. References to specific sections of the Code shall be deemed to include references to corresponding provisions of succeeding Internal Revenue law.

"Member Newco Minimum Gain" means partnership minimum gain determined pursuant to Treas. Reg. 1.704-2(d).

"Excess Nonrecourse Liabilities" means the excess of (i) Member Newco's aggregate Nonrecourse Liabilities over (ii) the aggregate amount of such Nonrecourse Liabilities allocable to the Members pursuant to Treas. Reg. 1.752-3(a)(1) (relating to the Members' shares of Member Newco Minimum Gain) and Treas. Reg. 1.752-3(a)(2) (relating to allocations of taxable gain under Section 4.02 of this Exhibit).

"Investment Credit" means the investment credit determined under Section 46(a) of the Code.

"Member" has the meaning set forth in the Agreement.

"Minimum Gain" means, collectively, Member Newco Minimum Gain and Member Nonrecourse Debt Minimum Gain.

"Nonrecourse Distribution" means a distribution to a Member that is allocable to a net increase in Member Newco Minimum Gain pursuant to Treas. Reg. 1.704-2(h) or to a net increase in such Member's share of Member Nonrecourse Debt Minimum Gain pursuant to Treas. Reg. 1.704-2(i)(5) and (6).

"Nonrecourse Liability" means any Member Newco liability (or portion thereof) which is a nonrecourse liability within the meaning of Treas. Reg. 1.704-2(b)(3).

"Nontradable Note" means a promissory note that is not readily tradable on an established securities market.

"Partner Nonrecourse Debt" means any nonrecourse debt of the Member within the meaning of Treas. Reg. 1.704-2(b)(4).

"Partner Nonrecourse Deduction" means any item of Book loss or deduction that is attributable to a Partner Nonrecourse Debt pursuant to Treas. Reg. 1.704-2(i)(1) and 1.704-2(i)(2).

"Partner Nonrecourse Debt Minimum Gain" means minimum gain attributable to Partner Nonrecourse Debt pursuant to Treas. Reg. 1.704-2(i).

"Recourse Debt" means any recourse liability of Member Newco within the meaning of Treas. Reg. 1.752-1(a)(1).

"Revaluation Event" means (i) a liquidation of Member Newco (within the meaning of Treas. Reg. 1.704-1(b)(2)(ii)(g), (ii) a contribution of more than a de minimis amount of money or other property to Member Newco by a new or existing Member, or (iii) a distribution of more than a de minimis amount of money or other property to a retiring or continuing Member, in each case as consideration for an interest in Member Newco.

"Treasury Regulation" or "Treas. Reg." means the temporary or final regulation(s) promulgated pursuant to the Code by U.S. Department of the Treasury, as amended, and any successor regulation(s).

ARTICLE II

CAPITAL ACCOUNTS

2.01 Maintenance. A single Capital Account shall be maintained for each Member in the manner set forth in this Article II.

2.02 Net Profits and Net Losses.

(a) The Net Profits and Net Losses of Member Newco for purposes of determining allocations to the Capital Accounts of the Members shall be

determined in the same manner as set forth in the definition of "Net Profits" and "Net Losses" in Section 1.01 of the Agreement. (b) For purposes of Section 2.02(a), in the event that the book value of any item of Member Newco property differs from its tax adjusted basis, the amount of book depreciation, depletion, or amortization for a period with respect to such property shall be computed so as to bear the same relationship to the book value of such property as the depreciation, depletion, or amortization computed for tax purposes with respect to such property for such period bears to the adjusted tax basis of such property. If the adjusted tax basis of such property is zero, the depreciation, depletion, or amortization with respect to such property shall be computed by using any reasonable method selected by Member Newco.

2.03 Positive Adjustments. Each Member's Capital Account shall from time to time be increased by:

the amount of money contributed by such Member to Member Newco (including the amount of any Member Newco liabilities which the Member assumes (within the meaning of Treas. Reg. 1.704-1(b)(2)(iv)(c)) but excluding liabilities assumed in connection with the distribution of Member Newco property and excluding increases in such Member's share of Member Newco liabilities pursuant to Section 752 of the Code);

(c) except as otherwise provided by Section 2.07 of this Exhibit, the fair market value of property contributed by such Member to Member Newco (net of any liabilities secured by such property that Member Newco is considered to assume or take subject to under Section 752 of the Code);

(d) allocations to such Member of Member Newco Net Profits (or items thereof);

(e) upon the occurrence of a Revaluation Event, the Net Profits (or items thereof), if any, that would have been allocated to each Member if all Member Newco property had been sold at its Adjusted Fair Market Value immediately prior to the Revaluation Event, but only to the extent not already reflected in Capital Accounts; and

(f) upon the distribution of Member Newco property to a Member under circumstances not constituting a Revaluation Event, the Net Profits (or items thereof), if any, that would have been allocated to such Member if such Member Newco property had been sold at its Adjusted Fair Market Value immediately prior to the distribution, but only to the extent not already reflected in Capital Accounts.

2.04 Negative Adjustments. Each Member's Capital Account shall from time to time be reduced by:

the amount of money distributed to such Member by Member Newco (including the amount of such Member's individual liabilities for which Member Newco becomes personally and primarily liable but excluding liabilities assumed in connection with the contribution of property to Member Newco and excluding decreases in such Member's share of Member Newco liabilities pursuant to Section 752 of the Code);

(g) except as otherwise provided by Section 2.07 of this Exhibit, the fair market value of property distributed to such Member by Member Newco (net of any liabilities secured by such property that such Member is considered to assume or take subject to under Section 752 of the Code);

(h) allocations to such Member of non-deductible expenditures of Member Newco that are described in Section 705(a)(2)(B) of the Code, and of organization and syndication expenditures and disallowed losses to the extent that such expenditures or losses are treated as Section 705(a)(2)(B) expenditures pursuant to Treas. Reg. 1.704-1(b)(2)(iv)(i);

(i) allocations to such Member of Member Newco Net Losses (or items thereof);

(j) upon the occurrence of a Revaluation Event, the Net Losses (or items thereof), if any, that would have been allocated to such Member if all Member Newco property had been sold at its Adjusted Fair Market Value immediately prior to the Revaluation Event, but only to the extent not already reflected in Capital Accounts; and

(k) upon the distribution of Member Newco property under circumstances not constituting a Revaluation Event, the Net Losses (or items thereof), if any, that would have been allocated to such Member if such Member Newco property had been sold at its Adjusted Fair Market Value immediately prior to the distribution, but only to the extent not already reflected in Capital Accounts.

2.05 Determination of Balances. Except as otherwise provided in this Exhibit, whenever it is necessary to determine the Capital Account of any Member, the Capital Account of that Member shall be determined after giving effect to all allocations of Net Profits and Net Losses of Member Newco for the current year (including a portion thereof) as well as all distributions for such year in respect of transactions effected prior to the date such determination is to be made.

2.06 Revaluation of Member Newco Property.

Upon the occurrence of a Revaluation Event, Member Newco property (whether tangible or intangible) shall be revalued, and the Capital Accounts of the Members shall be adjusted in accordance with Sections 2.03(d) and 2.04(e) of this Exhibit, to reflect the Adjusted Fair Market Value of Member Newco property immediately prior to the Revaluation Event.

(l) Upon the distribution of Member Newco property to a Member under circumstances not constituting a Revaluation Event, such property shall be revalued, and the Capital Account of each Member shall be adjusted in accordance with Sections 2.03(e) and 2.04(f) of this Exhibit, to reflect the Adjusted Fair Market Value of such property immediately prior to such distribution. The

Capital Account of the Member receiving such distribution shall then be adjusted in accordance with Section 2.04(b) of this Exhibit to reflect such distribution.

(m) In the event that the adjusted tax basis of Member Newco property is increased or decreased under Section 732, 734, or 743 of the Code, a corresponding adjustment shall be made to the value of Member Newco assets to the extent that such increase or decrease is reflected in Capital Accounts pursuant to Section 2.09 of this Exhibit.

2.07 Promissory Notes.

In the event that a Member contributes to Member Newco a Nontradable Note of which such Member is the maker, such note shall not be treated as contributed property for purposes of Section 2.03(b) of this Exhibit. Such Member's Capital Account will be increased with respect to such note only when there is a taxable disposition of such note by Member Newco or when such Member makes principal payments on such note.

(n) In the event that Member Newco distributes to a Member a Nontradable Note of which Member Newco is the maker, then except as otherwise provided in
Section 2.07(c) or (d) of this Exhibit, such note shall not be treated as distributed property for purposes of Section 2.04(b) of this Exhibit. Such Member's Capital Account will be decreased with respect to such note only when there is a taxable disposition of such note by such Member or when Member Newco makes principal payments on such note.

(o) Section 2.07(b) of this Exhibit shall not apply to any negotiable note (of which Member Newco is the maker) distributed by Member Newco to a Member in liquidation of Member Newco or of such Member's interest in Member Newco if such distribution is made not later than the later of (i) the end of the taxable year in which such liquidation occurs, or (ii) a date which is ninety (90) Days after the date of such liquidation. If such note bears interest at no less than the Applicable Federal Rate at the time of distribution, such Member's Capital Account shall be reduced by the outstanding principal amount of such note; otherwise such Member's Capital Account shall be reduced by the fair market value of such note at the time of distribution.

(p) In the event that Member Newco distributes to a Member a negotiable note to which Section 2.07(b) of this Exhibit applies, and Member Newco or such Member's interest in Member Newco is subsequently liquidated at a time when all or a portion of such note remains unsatisfied, then such Member's Capital Account shall be reduced as follows: if such note bears interest at no less than the Applicable Federal Rate at the time of such liquidation, such Member's Capital Account shall be reduced by the outstanding principal balance of such note; otherwise such Member's Capital Account shall be reduced by the fair market value of such note at the time of such liquidation.

2.08 Adjustments for Investment Credit Property. In the event that the adjusted tax basis for federal income tax purposes of Member Newco Investment Credit property is reduced or increased, the Capital Accounts of the Members shall be adjusted in the manner set forth in Treas. Reg. 1.704-1(b)(2)(iv)(i).

2.09 Section 754 Elective Adjustments. In the event that the adjusted tax basis of Member Newco property is adjusted under Section 732, 734, or 743 of the Code, the Capital Accounts of the Members shall be adjusted to the extent required by Treas. Reg. 1.704-1(b)(2)(iv)(m).

2.10 Additional Capital Account Adjustments. Member Newco shall make any further adjustments to Capital Accounts that may be necessary in order to comply with the rules set forth in Treas. Reg. 1.704-1(b)(2)(iv) as it may be amended from time to time. If the provisions of this Exhibit and the rules of Treas. Reg. 1.704-1(b)(2)(iv) fail to provide guidance as to how the Capital Accounts of the Members should be adjusted to reflect particular items, the Capital Accounts of the Members shall be adjusted in a manner that (i) maintains equality between the aggregate Capital Accounts of the Members and the amount of Member Newco capital reflected on Member Newco's balance sheet, (ii) is consistent with the underlying economic arrangement of the Members, and (iii) is based, wherever practicable, on Federal income tax accounting principles.

2.11 Transfers of Membership Interests.

Upon the transfer of a Member's entire membership interest, the Capital Account of such Member shall carry over to the transferee.

(q) Upon the transfer of a portion of a Member's membership interest, the portion of such Member's Capital Account attributable to the transferred portion shall carry over to the transferee.

ARTICLE III
ALLOCATION OF NET PROFITS AND NET LOSSES

3.01 In General. Allocations to the Capital Accounts of the Members shall be based on the Net Profits and Net Losses of Member Newco as determined pursuant to Section 2.02 of this Exhibit. Such allocations shall be made as provided in the Agreement except to the extent modified by the provisions of this Article III.

3.02 Limitations on Allocation of Net Losses and Deductions. Subject to
Section 3.03 of this Exhibit, but notwithstanding any other provisions of the Agreement:

Partner Nonrecourse Deductions. Any item of Partner Nonrecourse Deduction with respect to a Partner Nonrecourse Debt shall be allocated to the Member or Members who bear the economic risk loss for such Partner Nonrecourse Debt in accordance with Treas. Reg. 1.704-2(i).

(r) Excess Deficit Balances. Subject to paragraph (a) immediately preceding, no Net Losses or deduction shall be allocated to any Member to the extent that such allocation would cause or increase an Excess Deficit Balance in the Capital Account of such Member. Such Net Losses or deduction shall be reallocated away from such Member and to the other Members in accordance with the Agreement, but only to the extent that such reallocation would not cause or increase Excess Deficit Balances in the Capital Accounts of such other Members.

3.03 Chargebacks of Net Profits. Notwithstanding any other provisions of the Agreement:

Member Newco Minimum Gain. In the event that there is a net decrease in Member Newco Minimum Gain for a taxable year of Member Newco, then before any other allocations are made for such taxable year, each Member shall be allocated items of Net Profits (or items thereof) for such year equal to that Member's share of the net decrease in Member Newco Minimum Gain within the meaning of Treas. Reg. 1.704-2(g)(2). The allocation required by the preceding sentence (the "Minimum Gain Chargeback Requirement") shall not apply to a Member to the extent that:

(a) the Member's share of the net decrease in Member Newco Minimum Gain is caused by a guarantee, refinancing, or other change in the debt instrument causing it to become partially or wholly Recourse Debt or Partner Nonrecourse Debt, and the Member bears the economic risk of loss (within the meaning of Treas. Reg. 1.752-2) for the newly guaranteed, refinanced, or otherwise changed liability, or

(b) the Member contributes capital to Member Newco that is used to repay the Nonrecourse Liability, and the Member's share of the net decrease in Member Newco Minimum Gain results from the repayment.

If in any taxable year of Member Newco, Member Newco has a net decrease in Partnership Minimum Gain and the Minimum Gain Chargeback Requirement causes a distortion in the economic arrangement among the Members and it is not expected that Member Newco will have sufficient other income to correct the distortion, the Managing Member with the unanimous consent of the other members may seek a waiver from the Internal Revenue Service of the Minimum Gain Chargeback Requirement as permitted by Treas. Reg. 1.704-2(f)(4). Any Minimum Gain Chargeback required for a taxable year of Member Newco shall consist first of gains recognized from the disposition of Member Newco property subject to one or more Nonrecourse Liabilities of Member Newco and then if necessary shall consist of a pro rata portion of Member Newco's other items of income and gain for the taxable year of Member Newco. If the amount of the Minimum Gain Chargeback Requirement exceeds Member Newco's income and gains for the taxable year, the excess carries over to the succeeding taxable year. See Treas. Reg. 1.704-2(j)(2)(i) and (iii).

(s) Partner Nonrecourse Debt Minimum Gain. In the event that there is a net decrease in Partner Nonrecourse Debt Minimum Gain for a taxable year of Member Newco, then after taking into account allocations pursuant to paragraph (a) immediately preceding, but before any other allocations are made for such taxable year, each Member with a share of Partner Nonrecourse Debt Minimum Gain (determined under Treas. Reg. 1.704-2(i)(5)) as of the beginning of such year shall be allocated items of Net Profits for such year (and, if necessary, for succeeding years) equal to such Member's share of such net decrease in the Partner Nonrecourse Debt Minimum Gain (the "Nonrecourse Debt Minimum Gain Chargeback Requirement"). A Member's share of the net decrease in Partner Nonrecourse Debt Minimum Gain shall be determined in a manner consistent with the provisions of Treas. Reg. 1.704-2(g)(2). A Member shall not be subject to

the Nonrecourse Debt Minimum Gain Chargeback Requirement to the extent the net decrease in Partner Nonrecourse Debt Minimum Gain arises because the liability ceases to be a Partner Nonrecourse Debt due to a conversion, refinancing, or other change in the debt instrument that causes it to become partially or wholly a Nonrecourse Liability. The amount that would otherwise be subject to the Nonrecourse Debt Minimum Gain Chargeback Requirement shall be added to the Member's share of Member Newco Minimum Gain under paragraph (a) immediately preceding. In addition, the allocation required by the first sentence of this paragraph (b) shall not apply to a Member to the extent that:

(a) the Member's share of the net decrease in Member Newco Nonrecourse Debt Minimum Gain is caused by a guarantee, refinancing, or other change in the debt instrument causing it to become partially or wholly Recourse Debt or Partner Recourse Debt, and the Member bears the economic risk of loss (within the meaning of Treas. Reg. 1.752-2) for the newly guaranteed, refinanced, or otherwise changed liability, or

(b) the Member contributes capital to Member Newco that is used to repay the Nonrecourse Liability, and the Member's share of the net decrease in Member Newco Minimum Nonrecourse Debt Gain results from the repayment.

If in any taxable year of Member Newco, Member Newco has a net decrease in Member Newco Minimum Nonrecourse Debt Gain and the Nonrecourse Debt Minimum Gain Chargeback Requirement causes a distortion in the economic arrangement among the Members and it is not expected that Member Newco will have sufficient other income to correct the distortion, the Manager(s) will seek a waiver from the Internal Revenue Service of the Nonrecourse Debt Minimum Gain Chargeback Requirement as permitted by Treas. Reg. 1.704-2(i)(4). Any Nonrecourse Debt Minimum Gain Chargeback required for a taxable year of Member Newco shall consist first of gains recognized from the disposition of Member Newco property subject to one or more Partner Nonrecourse Liabilities of Member Newco and then if necessary shall consist of a pro rata portion of Member Newco's other items of income and gain for the taxable year of Member Newco. If the amount of the Nonrecourse Debt Minimum Gain Chargeback Requirement exceeds Member Newco's income and gains for the taxable year, the excess carries over to the succeeding taxable year. See Treas. Reg. 1.704-2(j)(2)(ii) and (iii).

(t) Qualified Income Offset. If, at the end of any taxable year, the Capital Accounts of any Members have Excess Deficit Balances after taking into account all other allocations and adjustments under this Agreement, then items of Net Profits for such year (and, if necessary, for subsequent years) will be reallocated to such Members in the amount and in the proportions needed to eliminate such Excess Deficit Balances as quickly as possible.

3.04 Offsetting Allocations. Subject to the provisions of Sections 3.02 and 3.03 of this Exhibit, but notwithstanding any other provision of this Agreement, in the event that any allocation or reallocation is made pursuant to Section 3.02 or 3.03 of this Exhibit (a "Regulatory Allocation"), then offsetting allocations of remaining Net Profits or Net Losses, or items thereof, for such year (and, if necessary, items of Net Profits or Net Losses for subsequent

years) shall be made in such amounts and proportions as are appropriate to restore the Capital Accounts of the Members to the position in which such Capital Accounts would have been if such Regulatory Allocation had not been made.

ARTICLE IV

ALLOCATION OF TAX ITEMS

4.01 In General. Except as otherwise provided in this Article IV, all items of income, gain, loss, and deduction shall be allocated among the Members for federal income tax purposes in the same manner as the corresponding allocation for Net Profits and Net Losses.

4.02 Section 704(c) Allocations. In the event that the value of an item of Member Newco property differs from its adjusted tax basis, allocations of depreciation, depletion, amortization, gain, and loss with respect to such property will be made for federal income tax purposes in a manner that takes account of the variation between the adjusted tax basis and value of such property in accordance with Section 704(c) of the Code and Treas. Reg. 1.704-1(b)(2)(iv)(f)(4).

4.03 Tax Credits.

Any tax credit that is attributable to an expenditure that gives rise to an allocation of loss or deduction (or other downward Capital Account adjustment) shall be allocated among the Members in the same proportion as such Member's distributive shares of such loss or deduction (or other adjustment).

(u) Any tax credit whose allocation is not otherwise specified in this
Section 4.03 shall be allocated among the Members in accordance with Treas. Reg. 1.704-1(b)(4)(ii).

ARTICLE V

OTHER TAX MATTERS

5.01 Minimum Gain. Partnership Minimum Gain shall be allocated among the Members in accordance with Treas. Reg. 1.704-2(g). Partner Nonrecourse Debt Minimum Gain shall be allocated among the Members in accordance with Treas. Reg. 1.704-2(i)(5).

5.02 Excess Nonrecourse Liabilities. The Members' shares of Member Newco's Excess Nonrecourse Liabilities pursuant to Treas. Reg. 1.752-3(a) shall be determined in accordance with Section 18.09 of the Agreement requiring unanimous consent for tax elections.

5.03 Withholding.

Member Newco shall withhold any amounts required to be withheld pursuant to any applicable provisions of the Code, including without limitation Sections 1441 through 1446 of the Code, or pursuant to any applicable provisions of state or local law.

(v) Any amounts withheld with respect to a Member's distributive share of Member Newco income (whether or not distributed) shall be treated by Member Newco and by such Member for all purposes as amounts distributed to such Member. Any amounts withheld with respect to any payment to a Member shall be treated by Member Newco and by such Member for all purposes as amounts paid to such Member. Amounts so treated as distributed or paid to any Member shall reduce the amount otherwise distributable or payable to such Member.

(w) In the event that Member Newco withholds with respect to a Member's distributive share of Member Newco income for a taxable year, and such distributive share exceeds the amount distributed to such Member in such taxable year, then subsequent distributions to such Member shall be deemed to be made first from income with respect to which Member Newco has already withheld.

EXHIBIT B

Environmental Reports

EXHIBIT C

Transaction Chart

 ____________    ______          ____________      ____________
| REJ Realty |  | JGRI |        | REJ Realty |    | JG Manager |
|____________|  |______|        |____________|    |____________|
      |             |                 |                 |
      |             |                 |                 |
      |_____________|                 |_________________|
            |                                  |
            |                                  |
    __________________                ____________________
   | JG North Raleigh |              |  JG Triangle South |
   |__________________|              |____________________|

                                                   |
       ____________           ______               |         ____________      ____________
      | REJ Realty |         | JGRI |              |        | REJ Realty |    | JG Manager |
      |____________|         |______|              |        |____________|    |____________|
Member      ^  |           Member   ^ |JG North    |Member    ^ |             Member   ^ |
Newco       |  |           Newco    | |Raleigh     |Newco     | |             Newco    | |
Interest    |  | JG North  Interest | |Interest    |Interest  | |JG Triangle  Interest | |JG Triangle
            |  | Raleigh            | |            |          | |South                 | |South
            |  | Interest           | |            |          | |Interest              | |Interest
            |  v                    | v                       | v                      | v
            |                       |                         |                        |
            |                       |                         |                        |
            __________________________________________________________________________________
           |                                  Member Newco                                   |
           |                                                                                 |
            __________________________________________________________________________________

 _____________            ___________             ______________
| REJ Realty  |          |   JGRI    |           |  JG Manager  |
|_____________|          |_____|_____|           |______________|
      |                        |                        |
      |                        |                        |
      |________________________|________________________|
                               |
                               |
                               |
                   ____________|______________
                  |     Member |  Newco       |
                  |____________|______________|
                               |
                               |
                               |
                ___________________________________
               |                                   |
               |                                   |
 _________________________          _____________________________
|   JG North Raleigh      |        |    JG Triangle South        |
|_________________________|        |_____________________________|

Step 2:
-------
           _______________________                ______________________
          |  JG North Raleigh     |              |   JG Triangle South  |
          |_______________________|              |______________________|
                    ^  |                                  ^  |
                    |  |                                  |  |
          Company   |  |Real                     Company  |  |Real
          Interest  |  |Property                 Interest |  |Property
                    |  |                                  |  |
                    |  |                                  |  |
                    |  v                                  |  v
                 ________________________________________________
                |                  Company                       |

|________________________________________________|

Result of Step 2:
-----------------

        _____________            ___________             ______________
       | REJ Realty  |          |   JGRI    |           |  JG Manager  |
       |_____________|          |_____|_____|           |______________|
             |                        |                        |
             |                        |                        |
             |________________________|________________________|
                                      |
                                      |
                                      |
                          ____________|______________
                         |     Member |  Newco       |
                         |____________|______________|
                                      |
                                      |
                                      |
                       ___________________________________
                      |                                   |
                      |                                   |
        _________________________          _____________________________
       |   JG North Raleigh      |        |    JG Triangle South        |
       |_________________________|        |_____________________________|
                      |                                   |

Step 3:
-------

                           _________________________
                          |      Member Newco       |
                          |_________________________|
                                ^                ^
                                |                |
            Distribution of     |                |   Distribution of
           Company Interest     |                |  Company Interest
                                |                |
                                |                |
                      _____________________   _____________________

 _____________            ___________             ______________
| REJ Realty  |          |   JGRI    |           |  JG Manager  |
|_____________|          |_____|_____|           |______________|
      |                        |                        |
      |                        |                        |

Step 4:
-------

        ___________________________________________________________
       |            CBL Member admitted as Member in               |
       |                      Member Newco                         |
       |___________________________________________________________|
                                    ^
                                    |      50%
                                    | Member Newco
                                    |   Interest
                                    |
                   ____________________________________
                  |           Member Newco             |
                  |____________________________________|

 _____________        ___________         ______________       ______________
| REJ Realty  |      |   JGRI    |       |  JG Manager  |     |   CBL Member |
|_____________|      |_____|_____|       |______________|     |______________|
        |                    |                    |                    |
        |                    |                    |                    |

|____________________|____________________|____________________| |
|
|
____________|______________ | Member | Newco | |____________|______________| |
|
|
__________|__________ | Comp|any | |__________|__________|

Exhibit 10.24.2

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT

OF

TRIANGLE TOWN MEMBER, LLC

BY AND AMONG

CBL TRIANGLE TOWN MEMBER, LLC

a North Carolina limited liability company

and

REJ REALTY LLC, a Delaware limited liability company, JG REALTY INVESTORS CORP., an Ohio corporation, and JG MANAGER LLC, an Ohio limited liability company

Effective Date: November 16, 2005

ARTICLE I DEFINITIONS.............................................................................................2
---------------------
   1.01     Definitions...........................................................................................2
   ----     ------------
   1.02     Other Definitional Provisions........................................................................16
   ----     ------------------------------
   1.03     Statement as to Member's Approval/Voting Rights......................................................16
   ----     ------------------------------------------------
   1.04     Ownership of the Project and the Real Estate by the Company; Interpretation of this Agreement........16
   ----     ----------------------------------------------------------------------------------------------

ARTICLE II FORMATION.............................................................................................17
--------------------
   2.01     Formation............................................................................................17
   ----     ----------
   2.02     Name.................................................................................................17
   ----     -----
   2.03     Principal Place of Business..........................................................................17
   ----     ----------------------------
   2.04     Statutory Agent......................................................................................17
   ----     ----------------
   2.05     Term.................................................................................................17
   ----     -----

ARTICLE III PURPOSE OF COMPANY; ADMISSION OF MEMBERS;............................................................17
-----------------------------------------------------
   3.01     General Business Purpose of Member Newco.............................................................17
   ----     -----------------------------------------
   3.02     Admission of Members; Distribution of Initial JV Financing Proceeds .................................17
   ----     ---------------------------------------------------------------------
   3.03     Capital Accounts.....................................................................................18
   ----     -----------------
   3.04     Financing............................................................................................19
   ----     ----------
   3.05     Outparcel Venture....................................................................................26
   ----     ------------------

ARTICLE IV NAMES AND ADDRESSES OF MEMBERS........................................................................26
-----------------------------------------

ARTICLE V GOVERNANCE.............................................................................................27
--------------------
   5.01     General Powers.......................................................................................27
   ----     ---------------
   5.02     Standard of Conduct..................................................................................27
   ----     --------------------
   5.03     Governance; Unanimous Approval Items.................................................................27
   ----     -------------------------------------

ARTICLE VI SPECIFIC DUTIES OF MEMBERS............................................................................31
-------------------------------------
   6.01     Managing Member......................................................................................31
   ----     ----------------
   6.02     Managing Member; Managing Member's Specific Duties...................................................31
   ----     ---------------------------------------------------
   6.03     Construction Contract................................................................................36
   ----     ----------------------
   6.04     Removal and Resignation..............................................................................36
   ----     ------------------------
   6.05     Compensation.........................................................................................37
   ----     -------------

ARTICLE VII CONFLICT OF INTEREST TRANSACTIONS....................................................................37
---------------------------------------------

ARTICLE VIII INDEMNIFICATION.....................................................................................38
----------------------------
   8.01     Indemnification......................................................................................38

   ----     ----------------
   8.02     Expenses.............................................................................................38
   ----     ---------
   8.03     Insurance............................................................................................38
   ----     ----------

ARTICLE IX LIMITATION OF LIABILITY OF MEMBERS; MEMBER LISTS......................................................38
-----------------------------------------------------------
   9.01     Limitation on Liability..............................................................................38
   ----     ------------------------
   9.02     No Liability for Company Obligations.................................................................39
   ----     -------------------------------------
   9.03     List of Members......................................................................................39
   ----     ----------------

ARTICLE X........................................................................................................39
---------

LIABILITY, PROPERTY AND CASUALTY INSURANCE.......................................................................39
------------------------------------------

ARTICLE XI CAPITAL CONTRIBUTIONS TO MEMBER NEWCO.................................................................39
------------------------------------------------
   11.01       Members' Required Member Funding..................................................................39
   -----       ---------------------------------
   11.02       Additional Non-Required Contributions.............................................................42
   -----       --------------------------------------
   11.03       No Third-Party Rights.............................................................................43
   -----       ----------------------
   11.04       Member Construction Loans not Member Funding......................................................43
   -----       ---------------------------------------------
   11.05       No Further Assessments on Membership Interests....................................................43
   -----       -----------------------------------------------

ARTICLE XII DISTRIBUTIONS TO MEMBERS.............................................................................43
------------------------------------
   12.01       Distributions of Distributable Cash...............................................................43
   -----       ------------------------------------
   12.02       Capital Events Distributions......................................................................45
   -----       -----------------------------
   12.03       Distribution of Incoming Equalizing Contribution to CBL Member....................................45
   -----       --------------------------------------------------------------
   12.04       Limitation Upon Distributions.....................................................................45
   -----       ------------------------------

ARTICLE XIII ALLOCATIONS OF NET PROFITS AND NET LOSSES...........................................................45
------------------------------------------------------
   13.01       Net Profits.......................................................................................45
   -----       ------------
   13.02       Net Losses........................................................................................46
   -----       -----------
   13.03       2005 Fiscal Year..................................................................................46
   -----       -----------------

ARTICLE XIV BOOKS AND RECORDS....................................................................................46
-----------------------------
   14.01       Accounting Period.................................................................................46
   -----       ------------------
   14.02       Records and Reports...............................................................................46
   -----       --------------------
   14.03       Inspection of Records by Members..................................................................47
   -----       ---------------------------------
   14.04       Tax Returns.......................................................................................47
   -----       ------------
   14.05       Financial Statements..............................................................................47
   -----       ---------------------

ARTICLE XV TERMINATION OF MEMBERSHIP INTEREST....................................................................48
---------------------------------------------
   15.01       Termination of Interest...........................................................................48
   -----       ------------------------
   15.02       Withdrawal........................................................................................48
   -----       -----------
   15.03       Effect of Termination of Membership...............................................................48
   -----       ------------------------------------

ARTICLE XVI TRANSFERS OF MEMBERSHIP INTERESTS AND RESTRICTIONS ON TRANSFERS;  IMPASSE PROVISIONS;  PLEDGE
----------------------------------------------------------------------------------------------------------
         OF MEMBERSHIP INTERESTS.................................................................................48
         -----------------------
   16.01       Definition of "Assignment"........................................................................48
   -----       ---------------------------
   16.02       Restriction on Assignment.........................................................................49
   -----       --------------------------
   16.03       Exempt Assignments................................................................................49

   -----       -------------------
   16.04       Mandatory Buy/Sell on Impasse.....................................................................51
   -----       ------------------------------
   16.05       Right of First Refusal; Buy/Sell..................................................................54
   -----       ---------------------------------
   16.06       Conditions of Assignments.........................................................................57
   -----       --------------------------
   16.07       Lender Approval...................................................................................58
   -----       ----------------
   16.08       Pledge of Membership Interests....................................................................58
   -----       -------------------------------
   16.09       Mutually Exclusive Rights.........................................................................59
   -----       --------------------------

ARTICLE XVII DISSOLUTION, TERMINATION AND WINDING-UP.............................................................59
----------------------------------------------------
   17.01       Events Causing Dissolution........................................................................59
   -----       ---------------------------
   17.02       Continuation......................................................................................59
   -----       -------------
   17.03       Effect of Dissolution.............................................................................59
   -----       ----------------------
   17.04       Winding-Up, Liquidation and Distribution of Assets................................................59
   -----       ---------------------------------------------------
   17.05       Articles of Termination...........................................................................60
   -----       ------------------------
   17.06       Return of Contribution Nonrecourse to Other Members...............................................60
   -----       ----------------------------------------------------

ARTICLE XVIII MISCELLANEOUS PROVISIONS...........................................................................61
--------------------------------------
   18.01       Applicable Law....................................................................................61
   -----       ---------------
   18.02       No Action or Partition............................................................................61
   -----       -----------------------
   18.03       Execution of Additional Instruments...............................................................61
   -----       ------------------------------------
   18.04       Waivers...........................................................................................61
   -----       --------
   18.05       Rights and Remedies Cumulative....................................................................61
   -----       -------------------------------
   18.06       Heirs, Successors and Assigns.....................................................................61
   -----       ------------------------------
   18.07       Creditors.........................................................................................61
   -----       ----------
   18.08       Counterparts......................................................................................61
   -----       -------------
   18.09       Federal Income Tax Elections; Tax Matters Member..................................................61
   -----       -------------------------------------------------
   18.10       Notices...........................................................................................62
   -----       --------
   18.11       Amendments........................................................................................63
   -----       -----------
   18.12       Enforceability....................................................................................63
   -----       ---------------
   18.13       Drafting..........................................................................................63
   -----       ---------
   18.14       Further Assurances................................................................................63
   -----       -------------------
   18.15       Time..............................................................................................63
   -----       -----
   18.16       Integration.......................................................................................63
   -----       ------------
   18.17       Termination of Letter Agreement...................................................................63
   -----       --------------------------------
   18.18       Public Announcements; Precedence in Publicity.....................................................63
   -----       ----------------------------------------------
   18.19       Estoppel Certificates.............................................................................64
   -----       ----------------------
   18.20       Legal Counsel.....................................................................................64
   -----       --------------

ARTICLE XIX REPRESENTATIONS AND WARRANTIES.......................................................................65
------------------------------------------
   19.01       Representations of the JG Members.................................................................65
   -----       ----------------------------------
   19.02       Representations of CBL Member.....................................................................66
   -----       ------------------------------
   19.03       Survival of Representations and Warranties........................................................67
   -----       -------------------------------------------

ARTICLE XX DEFAULT PROVISIONS....................................................................................67
-----------------------------
   20.01       Events of Default.................................................................................67
   -----       ------------------
   20.02       Remedies Upon Default.............................................................................69
   -----       ----------------------
   20.03       Purchase Upon Default.............................................................................70
   -----       ----------------------
   20.04       Default Approval Rights; Loss of Approval Rights on Defaults......................................72

   -----       -------------------------------------------------------------
   20.05       Attorney's Fees...................................................................................72
   -----       ----------------
   20.06       Closing...........................................................................................72
   -----       --------

ARTICLE XXI APPOINTMENT OF MANAGING MEMBER AS ATTORNEY-IN-FACT...................................................75
--------------------------------------------------------------
   21.01       Appointment.......................................................................................75
   -----       ------------
   21.02       Survival..........................................................................................75
   -----       ---------

Exhibit A ........Description of the Real Estate
Exhibit B.........Membership Interests
Exhibit C.........Fees to Members
Exhibit D.........Appraisal Procedure
Exhibit E.........Site Plan
Exhibit F.........Property Management Agreement
Exhibit G.........2006 Operating Budget
Exhibit H.........Tax Matters
Exhibit I-A.......Tenant Allowances Included in the JG Members Closing
                  TA Payment
Exhibit I-B.......Tenant Allowances Eligible for Inclusion in the JG Members
                  Subsequent TA Contribution
Exhibit J.........Closing Statement

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

TRIANGLE TOWN MEMBER, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of TRIANGLE TOWN MEMBER, LLC, a North Carolina limited liability company ("Member Newco"), is made and entered into as of the 16th day of November, 2005, by and among CBL TRIANGLE TOWN MEMBER, LLC, a North Carolina limited liability company ( herein referred to as "CBL Member"), and REJ REALTY LLC, a Delaware limited liability company ("REJ Realty"), JG REALTY INVESTORS CORP., an Ohio corporation ("JGRI"), and JG MANAGER LLC, an Ohio limited liability company (("JG Manager"; with REJ Realty and JGRI, each, a "JG Member" and, collectively, the "JG Members")).

W I T N E S S E T H:

WHEREAS, Member Newco was formed by filing Articles of Organization with the Secretary of State of North Carolina on November 8, 2005;

WHEREAS, REJ Realty, JGRI and JG Manager entered into an Operating Agreement of Member Newco, dated as of November 16, 2005 (the "Initial Operating Agreement");

WHEREAS, Member Newco owns all of the member interests in Triangle Town Center LLC, a Delaware limited liability company (the "Company");

WHEREAS, the Company owns certain real property located in Raleigh, North Carolina, consisting of approximately 59.077 acres of land (said real property being more particularly described on Exhibit A attached hereto and is herein referred to, together with any other real property from time to time hereafter acquired by the Company, as the "Real Estate") which Real Estate is the site of retail shopping centers known as Triangle Town Center and Triangle Town Place (together with the result of any Future Development Activities, the "Project");

WHEREAS, upon execution of this Agreement and in consideration of its covenants and agreements set forth herein, CBL Member has been admitted to Member Newco as a member;

WHEREAS, upon CBL Member's admission to Member Newco and after giving effect to the transactions occurring as of the date hereof, CBL Member and the JG Members own the respective Capital Interests and Profits Interests set forth on Exhibit B attached hereto; and

WHEREAS, the Members desire to enter into this Agreement to set forth the rules, regulations, and provisions regarding the management of the business of Member Newco, the regulation of the affairs of Member Newco, the governance of Member Newco, the conduct of Member Newco's business and the rights and privileges of the Members.

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

The Initial Operating Agreement is hereby amended and restated in its entirety and the operating agreement or limited liability company agreement governing Member Newco and its Members shall be as set forth herein.

ARTICLE I
DEFINITIONS

1.01 Definitions. For purposes of this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

"Accountants" shall mean Deloitte & Touche LLP or such other national accounting firm as selected by the Members.

"Act" shall mean the North Carolina Limited Liability Company Act, Chapter 57C of the North Carolina General Statutes, as the same exists or may hereafter be amended.

"Active Right" shall have the meaning assigned to that term in Section 16.09.

"Affiliate" shall mean, with respect to any Person (i) any Person, which directly or indirectly, through one or more intermediaries, Controls (as hereinafter defined), is Controlled by, or is under common Control with, such Person and/or (ii) any Person, ten percent (10%) or more of the equity or beneficial interests of which are owned by a Member or owned by an Affiliate of a Member that is an Affiliate pursuant to clause (i) of this paragraph. Notwithstanding the definition of Affiliate set forth above, (A) EMJ Corporation, a Tennessee corporation ("EMJ"), shall not be deemed an Affiliate of CBL Member for purposes of this Agreement, (B) the JG Members and their respective Affiliates shall not be deemed Affiliates of CBL Member for purposes of this Agreement and (C) CBL Member and its Affiliates shall not be deemed Affiliates of the JG Members for purposes of this Agreement.

"Affiliate Loan Guarantee(s)" shall have the meaning assigned to that term in Section 3.04(c).

"Agreement" shall mean this Agreement as originally executed and as may be modified or amended from time to time, and shall include all Exhibits attached hereto and incorporated herein, each as originally executed and as may be modified or amended from time to time.

"Anchor" shall mean any department store or other tenant or occupant of the Project whose leased or owned floor space is greater than 70,000 square feet.

"Appraisal Procedure" shall mean the procedure set forth on Exhibit D attached hereto for determining the fair market value of the Project in the event such is called for pursuant to this Agreement.

"Appraised Value" shall have the meaning assigned to that term in Exhibit D attached hereto.

"Articles of Organization" shall mean the Articles of Organization of Member Newco as filed with the Secretary of State of North Carolina, as the same exists or may hereafter be amended as set forth in this Agreement.

"Buy/Sell Initiator" shall have the meaning assigned to that term in
Section 16.05(b).

"Buy/Sell Initiator Offer Price" shall have the meaning assigned to that term in Section 16.05(b).

"Buy/Sell Offer Notice" shall have the meaning assigned to that term in
Section 16.05(b).

"Buy/Sell Project Value" shall have the meaning assigned to that term in
Section 16.05(b).

"Buy/Sell Respondent" shall have the meaning assigned to that term in
Section 16.05(b).

"Buy/Sell Respondent Purchase Price" shall have the meaning assigned to that term in Section 16.05(b).

"Capital Account" shall have the meaning assigned to that term in Section 3.03(a).

"Capital Events" shall mean the following events:

(i) Any financing or refinancing of Company indebtedness that produces a surplus of funds available for distribution to the Members after deduction for (A) all transaction costs, (B) repayment of any refinanced indebtedness (but not Member Funding made by a Member or its Affiliate in the form of a loan to Member Newco), and (C) the establishment of any Reserves; and

(ii) Any sale of all or any of the assets of Member Newco that produces a surplus of funds available for distribution to the Members after deduction for (A) all transaction costs, (B) repayment of any underlying indebtedness (but not Member Funding made by a Member or its Affiliate in the form of a loan to Member Newco), and (C) the establishment of any Reserves.

     "Capital Events  Distribution"  shall mean any distribution of cash arising
from the  occurrence  of a Capital  Event in the  order as set forth in  Section
12.01 below.

"Capital Interest" shall mean that portion of the Membership Interest of a Member that represents such Member's interest in the capital of Member Newco.

"CBL Member" shall have the meaning assigned to that term in the Preamble above.

"CBL Member Construction Loan Guarantee Share" shall have the meaning assigned to that term in Section 3.04(a).

"CBL Member Construction Loan Response Notice" shall have the meaning assigned to that term in Section 3.04(a).

"CBL Member Mandatory Contributions" shall have the meaning assigned to that term in Section 11.01(b).

"CBL Member Permanent Financing/Refinancing Guarantee Share" shall have the meaning assigned to that term in Section 3.04(b).

"CBL Member Parent" shall mean CBL & Associates Limited Partnership, a Delaware limited partnership.

"Closing Statement" shall mean the Closing Statement in the form of Exhibit J attached hereto, setting forth the calculation of the JG Members Baseline Equity Amount, the Net Proceeds of the Initial JV Financing, and the Shortfall, if any.

"Code" shall mean the Internal Revenue Code of 1986, as the same exists or may hereafter be amended.

"Company" shall have the meaning assigned to that term in the Preamble above.

"Construction Contract(s)" shall mean the contract(s) for the construction of the phases of the Project as further described in Section 6.03 below.

"Construction Funds" shall have the meaning assigned to that term in
Section 11.01(b).

"Construction Loan(s)" shall mean the loan(s) obtained by Member Newco on behalf of the Company from a lender of the funds necessary to (i) proceed with construction of the Project or any Future Development Activity and (ii) to fund any interim or bridge loan required in order to secure public financing for on or off-site improvements, including but not limited to tax incremental financing or transportation development districts or similar governmental/public financing programs in connection with the development of the Project. A Member may act as the lender of a Construction Loan as provided in Section 3.04(a), and subject to
Section 5.03(g), below. Member Funding made by a Member or its Affiliate in the form of a loan to Member Newco shall not be considered to be Construction Loan(s) for purposes of this definition.

"Construction Loan Unavailability Notice" shall have the meaning assigned to that term in Section 3.04(a).

"Construction Period(s)" shall mean, as to any Future Development Activity, the period from the date on which construction of the improvements or developments constituting such Future Development Activity shall commence (including pre-construction activity with respect thereto) to the opening for business to the general public of improvements or development constituting such Future Development Activity.

"Control" or "Controlled by" shall mean the power, directly or indirectly, to direct the actions, operation or management of another Person by contract, the ownership of voting rights or otherwise, except that (i) CBL Member shall not be deemed to be Controlled by CBL Member Parent, for the purposes of Section 16.03(c), unless CBL Member Parent has the power, directly or indirectly, to vote or exercise consent or approval rights with respect to more than fifty percent (50%) of the equity interests of CBL Member; (ii) the JG Members shall not be deemed to be Controlled by Richard E. Jacobs, for the purposes of Section 16.03(c), unless Richard E. Jacobs, any JG Member, and Jacobs Realty Investors Limited Partnership, or any of them, in the aggregate, has the power, directly or indirectly, to vote or exercise consent or approval rights with respect to more than fifty percent (50%) of the equity interests of the JG Members; and (iii) an entity shall not be deemed to be Controlled by Richard E. Jacobs, the JG Members, or Jacobs Realty Investors Limited Partnership, for the purposes of Section 16.03(a)(iii)(A) unless Richard E. Jacobs, any JG Member, and Jacobs Realty Investors Limited Partnership, or any of them, in the aggregate, directly or indirectly control or own a majority of the capital, income and loss and voting interests or is the sole general partner, sole managing member or sole manager of such entity.

"Day" or "Days" (whether or not set forth in initial capital letters) shall mean a calendar day or days unless specifically stated otherwise.

"Default" shall have the meaning assigned to that term in
Section 20.01.

"Default Approval Rights" shall have the meaning assigned to that term in Section 20.04.

"Default Formula Price" shall have the meaning assigned to that term in Section 20.03(b).

"Default Purchase Closing Date" shall have the meaning assigned to that term in Section 20.06(c).

"Default Purchase Price" shall have the meaning assigned to that term in Section 20.03(b).

"Defaulting Member" shall have the meaning assigned to that term in Section 20.01.

"Development Fee" shall have the meaning assigned to that term in Exhibit C.

"Development Schedule(s)" shall mean the schedule for development and construction of the Project or any Future Development Activity. The Development Schedule may be revised by the Members as set forth in this Agreement.

"Distributable Cash" shall mean, as to any period for which Distributable Cash is to be calculated, all cash received by Member Newco during such period from Company operations but not from Capital Events, plus any cash that becomes available as the result of the reversal of previously established Reserves, less the sum of the following, to the extent paid or set aside by Member Newco during such period: (i) all principal and interest payments on indebtedness of Member Newco and all other sums paid to lenders (but excluding payments of principal of and Interest/Return on Member Funding made by a Member or its Affiliate in the form of a loan to Member Newco); (ii) all cash expenditures incurred in the operation of Member Newco's business and/or maintaining Member Newco's status and qualification as a limited liability company including the fees listed on Exhibit C due and payable during such period; and (iii) Reserves (to the extent not expended or reversed during such period).

"EMJ" shall mean EMJ Corporation, a Tennessee corporation.

"Entity" shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization.

"Events of Dissolution" shall have the meaning assigned to that term in Section 17.01.

"Excess Amount" shall have the meaning assigned to that term in Section 3.03(d).

"Exercise Notice" shall have the meaning assigned to that term in Section 20.03(b).

"Expedited Impasse Event" shall have the meaning assigned to that term in Section 16.04(a).

"Fiscal Year" shall mean Member Newco's Fiscal Year, which shall be the calendar year.

"Future Development Activity" or "Future Development Activities" shall mean any and all additional development/redevelopment or expansion of any portion of the Project or the Real Estate from and after the date of this Agreement

"GAAP" shall mean generally accepted accounting principles consistently applied. GAAP is a combination of authoritative accounting standards established by policy boards in the accounting profession or overseeing the accounting profession. As to any matter involving Member Newco's books and records, financial statements and/or accounting procedures, the determination of whether such complies with GAAP shall be made by the Accountants.

"Governmental Authority" shall mean any federal, state, local, provincial or other governmental department, agency, court or other authority or instrumentality, whether of the United States, or of any of its states, possessions, or territories, or of any foreign nation, or of any subdivision of any of the foregoing

"HVAC" shall mean heating, ventilation and air conditioning.

"Impasse" shall have the meaning assigned to that term in
Section 16.04(a).

"Impasse Initiator" shall have the meaning assigned to that term in Section 16.04(b).

"Impasse Initiator Offer Price" shall have the meaning assigned to that term in Section 16.04(b).

"Impasse Notice Sender" shall have the meaning assigned to that term in Section 16.04(a).

"Impasse Notice Recipient" shall have the meaning assigned to that term in Section 16.04(a).

"Impasse Offer Notice" shall have the meaning assigned to that term in Section 16.04(b).

"Impasse Project Value" shall have the meaning assigned to that term in Section 16.04(b).

"Impasse Respondent" shall have the meaning assigned to that term in Section 16.04(b).

"Impasse Respondent Purchase Price" shall have the meaning assigned to that term in Section 16.04(b).

"Incoming Equalizing Contribution" shall have the meaning assigned to that term in Section 16.06(f).

"Indemnitee" shall have the meaning assigned to that term in
Section 8.01.

"Initial Contribution" shall mean the initial contribution to the capital of Member Newco made by a Member pursuant to this Agreement as set forth in Section 11.01(a).

"Initial Impasse Notice" shall have the meaning assigned to that term in Section 16.04(a).

"Initial JV Financing" shall mean the refinancing of the existing mortgage indebtedness of the Project pursuant to that certain loan agreement by and between the Company and UBS Real Estate Investments Inc., dated as of the date of this Agreement.

"Initial Operating Agreement" shall have the meaning assigned to that term in the Whereas clauses above.

"Interest/Return" shall have the meaning assigned to that term in Section 3.03(d).

"JG Manager" shall have the meaning assigned to that term in the Preamble to this Agreement.

"JG Member" and "JG Members" shall have the meaning assigned to those terms in the Preamble above. References to the JG Members shall be deemed to refer to each of the JG Members, individually, and all of the JG Members, collectively.

"JG Members Baseline Equity Amount" shall mean one-half of the amount by which (i) Two Hundred Eighty-Three Million Five Hundred Thousand Dollars ($283,500,000.00) exceeds (ii) the principal amount of the existing indebtedness of JG North Raleigh and JG Triangle South that is refinanced by the Initial JV Financing plus the Triangle Town Place Construction Payables.

"JG Members Closing TA Payment" shall mean an amount equal to the tenant allowances due and payable as of the date of this Agreement set forth on Exhibit I-A attached hereto.

"JG Members Construction Loan Guarantee Share" shall have the meaning assigned to that term in Section 3.04(a).

"JG Members Construction Loan Response Notice" shall have the meaning assigned to that term in Section 3.04(a).

"JG Members Exit Event" shall have the meaning assigned to that term in Section 16.06(f).

"JG Members Permanent Financing/Refinancing Guarantee Share" shall have the meaning assigned to that term in Section 3.04(b).

"JG Members Subsequent TA Contribution" shall have the meaning assigned to that term in Section 11.01(b)(v).

"JG Members Substituted Default Contribution" shall have the meaning assigned to that term in Section 11.01(b).

"JG Members Substitute Member" shall have the meaning assigned to that term in Section 16.06(f).

"JG North Raleigh" shall have the meaning assigned to that term in Section 18.16.

"JGRI" shall have the meaning assigned to that term in the Preamble to this Agreement. "JG Triangle South" shall have the meaning assigned to that term in Section 18.16.

"Key Construction Loan Terms" shall mean the following terms of any proposed Construction Loan for the Company, as embodied in a written term sheet, commitment letter or similar document provided by a potential financing source, and such following terms shall be subject to unanimous approval of the Members as set forth in Section 5.03 below:

(i)......The amount of the Construction Loan, unless the amount of the proposed Construction Loan is as set forth in the approved Pro Forma, and the equity requirements of the Construction Loan, unless the amount of equity is as set forth in the approved Pro Forma;

(ii).....The rate(s) of interest and whether such rate(s) of interest is/are fixed or variable;

(iii)....The cross defaulting of the Construction Loan with any other financing of CBL Member, CBL Member Parent or any Affiliates of CBL Member or CBL Member Parent;

(iv).....Any provision calling for the personal guarantee of or indemnification or contribution by any of the JG Members or their respective Affiliates;

(v)......Representations warranties or undertakings that may create personal liability of the Members beyond their interest in Member Newco, other than representations or warranties that are made by the Managing Member and/or its Affiliates;

(vi).....The term, if less than one (1) year beyond the projected end of the Construction Period for the Future Development Activity to which the Construction Loan relates; and

(vii)....Any document evidencing or securing the Construction Loan that does not permit the transfer of Membership Interests that would otherwise be permitted under Article XVI of this Agreement; except that any provision in any such document that provides that prior notice must be given to the lender of the Construction Loan of a transfer of Membership Interests shall not be deemed to be a Key Construction Loan Term if such lender has no rights to prohibit or restrict such transfers otherwise permitted under Article XVI of this Agreement.

Once the Members have unanimously approved the Key Construction Loan Terms, any change or modification to such terms as approved by the Members (other than non-substantive wording changes or typographical errors) shall require the unanimous re-approval of the Members pursuant to Section 5.03 below.

"Key Permanent Loan Terms" shall mean the following terms of any proposed Permanent Financing/Refinancing for the Company, as embodied in a written term sheet, commitment letter or similar document provided by a potential financing source, and such following terms shall be subject to unanimous approval as set forth in Section 5.03 below:

(i)......The amount of the Permanent Loan, unless the amount of the proposed Permanent Financing/Refinancing is as set forth in the approved Pro Forma;

(ii).....The rate(s) of interest and whether such rate(s) of interest is/are fixed or variable;

(iii)....The cross defaulting of the Permanent Financing/Refinancing with any other financing of CBL Member, CBL Member Parent or any Affiliates of CBL Member or CBL Member Parent;

(iv).....Any provision calling for the personal guarantee of or indemnification or contribution by any Member or its Affiliates other than the Managing Member and/or its Affiliates;

(v)......Representations, warranties or undertakings that may create personal liability of the Members beyond their interest in Member Newco, other than representations or warranties that are made by the Managing Member and/or its Affiliates and other than personal liability for standard recourse carve out provisions customary in the industry relating to (i) fraud, (ii) willful misrepresentation; (iii) waste, (iv) retention or diversion of rent or other revenue after an event of default; (v) retention or diversion of tenant security deposits; (vi) misapplication of insurance proceeds; and (vii) misapplication of condemnation awards;

(vi).....The term, if less than a period of five (5) years; and

(vii)....Any document evidencing or securing the Permanent Financing/Refinancing that does not permit the transfer of Membership Interests that would otherwise be permitted under Article XVI of this Agreement; except that any provision in any such document that provides that prior notice must be given to the lender of the Permanent Financing/Refinancing of a transfer of Membership Interests shall not be deemed to be a Key Permanent Loan Term if such lender has no rights to prohibit or restrict such transfers otherwise permitted under Article XVI of this Agreement.

Once the Members have unanimously approved the Key Permanent Loan Terms, any change or modification to such terms as approved by the Members (other than non-substantive wording changes or typographical errors) shall require the unanimous re-approval of the Members pursuant to Section 5.03 below.

"Letter Agreement" shall mean that certain letter agreement dated September 14, 2005 and effective as of September 15, 2005 entered into by and between (i) CBL Member or its Affiliate and (ii) the JG Members or their Affiliate with respect to the entering into of this Agreement.

"Losses" shall have the meaning assigned to that term in
Section 8.01.

"Majority Vote" shall mean the vote or written consent of Members holding a majority (i.e., in excess of fifty percent (50%)) of the Voting Interests held by all Members.

"Management Fee" shall have the meaning assigned to that term on Exhibit C.

"Managing Member" shall mean CBL Member, unless and until replaced pursuant to the terms of this Agreement and, upon such replacement, shall mean the Member who has assumed such position.

"Mandatory Contribution(s)" shall have the meaning assigned to that term in Section 11.01(b).

"Material Development Deviation" shall have the meaning assigned to that term in Section 6.02(c).

"Material Operating Deviation" shall have the meaning assigned to that term in Section 6.02(b).

"Maximum Required Funding" shall have the meaning assigned to that term in Section 11.01(b).

"Member" shall mean any Person reflected in the required records of Member Newco as the owner of a Membership Interest.

"Member Construction Loan" shall have the meaning assigned to that term in Section 3.04(a).

"Member Funding" shall mean any funding provided by a Member to Member Newco in cash or property (including Initial Contributions, Mandatory Contributions and Non-Required Contributions), whether made in the form of a contribution to capital or a loan, but excluding any Member Construction Loan.

"Member Lender" shall have the meaning set forth in Section 3.04(c).

"Member Newco" shall have the meaning assigned to that term in the Preamble above.

"Membership Interest" shall mean a Member's entire interest in Member Newco, consisting of such Member's rights to any distributions of Distributable Cash or property of Member Newco, a Member's Voting Interests, a Member's rights to otherwise participate in the management of the affairs of Member Newco and any rights of a Member to assign all or any portion of such Member's interest in Member Newco. The term Membership Interest shall include a Member's Capital Interest and such Member's Profits Interest.

"Merger" shall have the meaning assigned to that term in
Section 17.01.

"Net Proceeds" shall mean, as to any financing or refinancing with respect to Member Newco, the entire gross proceeds of such financing/refinancing minus the principal amount of the existing indebtedness of

Member Newco (or, as to the Initial JV Financing, the principal amount of the existing indebtedness of JG North Raleigh and JG Triangle South plus the Triangle Town Place Construction Payables) that is refinanced by such financing/refinancing and closing costs.

"Net Profits" and "Net Losses" shall mean, with respect to any Fiscal Year, Member Newco's taxable income or loss determined in accordance with
Section 703(a) of the Code for such Fiscal Year (for this purpose, all items of income, gain, loss, deduction or credit required to be stated separately pursuant to Section 703(a)(1) of the Code will be included in taxable income or loss); provided, such Net Profits and Net Losses will be computed as if items of tax-exempt income and nondeductible, non-capital expenditures (under Sections 705(a)(1)(B) and 705(a)(2)(B) of the Code) were included in the computation of taxable income or loss. If any Member contributes property to Member Newco with an initial book value to Member Newco different from its adjusted tax basis for federal income tax purposes to Member Newco, or if Company property is revalued pursuant to Section 1.704-1(b)(2)(iv)(f) of the Regulations or as otherwise required by the Regulations, Net Profits and Net Losses will be computed as if the initial adjusted tax basis for federal income tax purposes to Member Newco of such contributed or revalued property equaled its initial book value to Member Newco as of the date of contribution or revaluation. Credits or debits to Capital Accounts due to a revaluation of Company assets in accordance with
Section 1.704-1(b)(2)(iv)(f) of the Regulations, or due to a distribution of non-cash assets, will be taken into account as gain or loss from the disposition of such assets for purposes of Article XIII hereof. Interest/Return on Member Funding made by a Member or its Affiliate in the form of a loan to Member Newco will not be deductible for purposes of computing Net Profits and Net Losses.

"Non-Affiliated Members" shall have the meaning assigned to that term in Section 20.03(a).

"Non-Defaulting Member(s)" shall have the meaning assigned to that term in Section 20.01.

"Non-Required Contribution(s)" shall mean any contribution to the capital of Member Newco or loan to Member Newco by a Member that is not a Mandatory Contribution, as further defined in and pursuant to Section 11.02 below.

"Non-Transferring Member" shall have the meaning assigned to that term in Section 16.05(a).

"Operating Budget" shall have the meaning assigned to that term in Section 6.02(b).

"Operating Deficits" shall mean the amount by which the sum of:

(i)......the expenditures and costs incurred by the Company in the operation of the Project from and after the date of this Agreement;

(ii).....as to any Future Development Activity for which the applicable Construction Period ends after the date of this Agreement, the expenditures and costs incurred by the Company from and after the end of the Construction Period for such Future Development Activity; and

(iii)....deferred maintenance obligations (other than deferred maintenance obligations of a capital nature) in the year in which the cash expense corresponding to such deferred maintenance obligations is paid (each of
(i), (ii) and (iii) shall include, without limitation, current debt service (other than principal of and accrued and unpaid Interest/Return on Member Funding made by a Member or its Affiliate in the form of a loan to Member Newco))

exceeds the cash receipts generated from the ordinary day-to-day operations of the business of the Company from all sources available to the Company without deduction of depreciation, cost recovery, and other non-cash charges.

"Outparcel" shall mean any parcel identified as an outlot or outparcel on any Site Plan.

"Outparcel Venture" shall have the meaning set forth in
Section 3.05.

"Outparcel Venture Agreement" shall have the meaning set forth in Section 3.05.

"Payment Amount" shall have the meaning assigned to that term in Section 20.06(i).

"Permanent Financing/Refinancing" shall mean any loan or financing obtained by Member Newco on behalf of the Company to refinance/replace any Construction Loan, or to refinance, replace or substitute for the Initial JV Financing or any other subsequent financings of the Company, that provides the permanent financing for the operation of the Project and the Company's business. Member Funding made by a Member or its Affiliate in the form of a loan to Member Newco shall not be considered to be Permanent Financing/Refinancing for purposes of this definition. Neither CBL Member nor any of its Affiliates shall act as the lender of the Permanent Financing/Refinancing......

"Person" shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such "Person" where the context so permits.

"Proceeding" shall have the meaning assigned to that term in
Section 8.01.

"Profits Interest" shall mean that portion of the Membership Interest of a Member that represents such Member's interest in the Net Profits and Net Losses of Member Newco for each Fiscal Year, as allocated under Article XIII below and as set forth on Exhibit B.

"Pro Forma" shall mean a pro forma budget(s) for the development and construction of the Project or any Future Development Activity, as unanimously approved by the Members pursuant to Section 5.03 below in accordance with the procedures set forth in Article VI. There shall be a Pro Forma for each Future Development Activity. ....

"Project" shall have the meaning assigned to that term in the Preamble to this Agreement.

"Property Management Agreement" shall mean the Property Management Agreement, dated as of the date hereof, to be entered into between the Company and the Property Manager, substantially in the form of Exhibit F attached hereto.

"Property Manager" shall mean CBL Member or its Affiliate in its capacity as "Manager" under the Property Management Agreement, and any successor or replacement "Manager" as provided therein, and any successor or replacement property manager under any subsequent agreement superseding or replacing the Property Management Agreement..

"Purchasing Member" shall have the meaning assigned to that term in Section 20.06(a).

"Real Estate" shall mean the real property described in the Whereas clauses above.

"REJ Realty" shall have the meaning assigned to that term in the Preamble to this Agreement.

"Representative" shall have the meaning assigned to that term in Section 6.02(f) below.

"Reserves" shall mean, with respect to any fiscal period or any Capital Event, funds set aside and held in reserve by the Company at the direction of Member Newco (i) in an Operating Budget or Pro Forma as amounts allocated for (A) normal and customary reserves for working capital; (B) capital expenditures; (C) to pay taxes, insurance and/or debt service as reflected in an Operating Budget or Pro Forma (other than debt service on Member Funding made by a Member or its Affiliate in the form of a loan to Member Newco); (D) to pay any other costs or expenses incident to the ownership or operation of the Company's business, including, but not limited to, reserves established for contingent liabilities arising out of claims or lawsuits; and/or (ii) from proceeds from a Capital Event, with the unanimous approval of the Members pursuant to Section 5.03 below, for any purpose determined by the Managing Member. Reserves shall also include amounts required to be held in reserve by the lender on any financing or refinancing of any Company indebtedness.

"RoFR Notice" shall have the meaning assigned to that term in
Section 16.05(a).

"RoFR Period" shall have the meaning assigned to that term in
Section 16.05(a).

"Safe Harbor Amount" shall have the meaning assigned to that term in Section 3.03(d).

"Selling Member" shall have the meaning assigned to that term in Section 20.06(a).

"Shortfall" shall mean the amount, if any, by which (i) the JG Members Baseline Equity Amount exceeds (ii) the Net Proceeds of the Initial JV Financing.

"Site Plan" shall mean the site plan for the Project, including any revisions or modifications to the site plan, subject to any unanimous approval rights set forth in Section 5.03 below. The existing Site Plan for the Project is set forth on Exhibit E attached hereto.

"SWGW" shall have the meaning assigned to that term in Section 18.20.

"Tax Distribution" shall have the meaning assigned to that term in Section 12.01.

"TH" shall have the meaning assigned to that term in Section 18.20.

"Third-Party Purchaser" shall have the meaning assigned to that term in Section 16.05.

"TMM" shall have the meaning assigned to that term in Section 18.09.

"Transferring Member" shall have the meaning assigned to that term in Section 16.05.

"Treasury Regulations" or "Regulations" shall mean the federal income tax final regulations or temporary regulations, promulgated under the Code, as such regulations exist or may hereafter be amended from time to time (including corresponding provisions of succeeding regulations).

"Triangle Town Center" shall mean the two-level regional enclosed mall shopping center known as Triangle Town Center and the Commons, located on approximately 43.328 acres of land near the I-540 - US 1 interchange in Raleigh, North Carolina, together with the improvements and/or development resulting from any Future Development Activity with respect thereto.

"Triangle Town Place" shall mean the power center know as Triangle Town Place, located on approximately 15.749 acres of land and adjacent to Triangle Town Center, together with the improvements and/or development resulting from any Future Development Activity with respect thereto.

"Triangle Town Place Construction Payables" shall mean payables of JG Triangle South in the amount of $138,857.05 arising out of construction activity at Triangle Town Place that in the ordinary course would have been eligible to be paid with the proceeds of draws on the construction financing for Triangle Town Place, had such construction financing not been paid off and terminated as of the date hereof with proceeds of the Initial JV Financing.

"Voting Interests" shall mean each Member's rights to vote or approve any matter set forth in this Agreement requiring a Member's vote or requiring unanimous approval of the Members. The Voting Interests of the Members shall be the JG Members (in the aggregate) - fifty percent (50%) and CBL Member
- fifty percent (50%). Any reference in this Agreement to approvals of the Members or voting of Members shall be deemed to refer to each Member's Voting Interest. A Member's Voting Interest shall not change with fluctuations, if any, in such Member's Capital Interest and/or such Member's Profits Interest.

1.02 Other Definitional Provisions.

(a) All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and the plural shall include the singular. Titles of Articles and Sections in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement, and all references in this Agreement to Articles, Sections, Exhibits or Schedules shall refer to the corresponding Article or Section of, or Exhibit or Schedule attached to, this Agreement, unless specific reference is made to the articles, sections or other subdivisions of, or Exhibits or Schedules to, another document or instrument. All Exhibits or Schedules attached hereto are by this reference made a part hereof. All references to any instrument, document or agreement shall, unless the context otherwise requires, refer to such instrument, document or agreement as the same may be, from time to time, amended, modified, supplemented, renewed, extended, replaced or restated.

(b) Terms not otherwise defined in this Agreement shall have the meanings set forth in the Act.

1.03 Statement as to Member's Approval/Voting Rights. Notwithstanding any provision in this Agreement to the contrary, the Members hereby agree that in any decision calling for a vote or approval of the Members, the following Members shall be solely authorized to make such decision, vote or approval and, once made, such decision shall be binding on the Affiliates of such Member who are currently Members of Member Newco or who may be in the future admitted as Members of Member Newco:

(i) As to any vote, approval or decision by CBL Member and/or any of its Affiliates who may be admitted as Members of Member Newco, including without limitation the exercise of rights under Article XVI and Section 20.03 of this Agreement - CBL Member shall be solely authorized to cast such vote, exercise such approval or make such decision; and

(ii) As to any vote, approval or decision by the JG Members and/or any of its Affiliates who may be admitted as Members of Member Newco, including without limitation the exercise of rights under Article XVI and Section 20.03 of this Agreement - JG Manager shall be solely authorized to cast such vote, exercise such approval or make such decision.

1.04 Ownership of the Project and the Real Estate by the Company; Interpretation of this Agreement. The Members acknowledge that, as of the date of this Agreement, the Company owns the legal title to the Real Estate and the Project and that Member Newco owns 100% of the membership interests of the Company. As a result of this structure, the Members agree that terms and provisions of this Agreement that provide for the operation of the Project and all other matters impacting the Project and the Real Estate will be construed as if Member Newco owned the Project and the Real Estate directly and as if the Company did not exist. The Members agree that any decisions requiring the approval of the Members under the terms of this Agreement, including without limitation the matters requiring unanimous approval of the Members under Section 5.03 below,

will be deemed to apply to the Company such that the Company will not take such action, and the Managing Member will not cause or permit the Company to take such action, without the requisite approval set forth in this Agreement. As required but pursuant to the terms and provisions of this Agreement, the Managing Member may execute such documentation and take such action on behalf of and in the name of Member Newco as the sole member of the Company.

ARTICLE II

FORMATION

2.01 Formation. Member Newco was formed as an North Carolina limited liability company by the filing of the Articles of Organization with the Secretary of State of North Carolina in accordance with the provisions of the Act on November 8, 2005.

2.02 Name. The name of Member Newco is Triangle Town Member, LLC.

2.03 Principal Place of Business. The principal place of business of Member Newco shall be 2030 Hamilton Place Boulevard, Suite 500, CBL Center, Chattanooga, Tennessee, 37421. Member Newco may locate its places of business at any other place or places as the Members may from time to time deem advisable.

2.04 Statutory Agent. Member Newco's statutory agent for service of process is Corporation Service Company, 327 Hillsborough Street, Raleigh, NC 27603. The statutory agent may be changed from time to time pursuant to the Act and the applicable rules promulgated thereunder.

2.05 Term. The term of Member Newco commenced on the date the Articles of Organization were filed with the Secretary of State of North Carolina and shall continue until Member Newco is dissolved and its affairs wound up in accordance with the provisions of this Agreement or the Act. Member Newco shall have a perpetual existence unless terminated as stated above.

ARTICLE III
PURPOSE OF COMPANY; ADMISSION OF MEMBERS;
CAPITAL ACCOUNTS AND INTEREST/RETURN; FINANCING

3.01 General Business Purpose of Member Newco. The business of Member Newco shall be to engage in any lawful activity related to its activities of owning member interests in and acting as manager of the Company, which is the owner of the Project on the Real Estate. In furtherance thereof, Member Newco may exercise all powers necessary to or reasonably connected with Member Newco's business which may be legally exercised by limited liability companies under the Act, and may engage in all activities necessary, customary, convenient, or incident to any of the foregoing.

3.02 Admission of Members; Distribution of Initial JV Financing Proceeds . As of the date of this Agreement, CBL Member has been admitted to Member Newco as a Member having the Capital Interest (initially zero) and the Profits Interest set forth on Exhibit B, the JG Members, pro rata, paid the JG Members Closing TA Payment to Member Newco, Member Newco received from the Company the Net Proceeds

of the Initial JV Financing, and Member Newco then distributed the Net Proceeds of the Initial JV Financing to the JG Members, in part as a reimbursement for preformation expenditures under Treas. Reg. 1.707-4(d) to the extent available, reducing (diluting) the JG Members' Capital Interest and Profits Interest to the amounts and percentages set forth on Exhibit B

3.03 Capital Accounts.

(a) An individual capital account shall be maintained for each Member in accordance with Exhibit H attached hereto (a "Capital Account").

(b) The provisions of Exhibit H and any other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b)(2)(iv), and shall be interpreted and applied in a manner consistent with such Regulations. In the event that the Managing Member shall determine that it is prudent to modify the manner in which Capital Accounts, or any debits or credits thereto (including, without limitation, any debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by Member Newco or the Members) are computed in order to comply with such Regulations, the Managing Member may make such modification, provided, that such modification would not reasonably be expected to have a material adverse effect on the amount distributable to any Member pursuant to the provisions of this Agreement upon the dissolution and liquidation of Member Newco. The Managing Member also shall make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations Section 1.704-1(b).

(c) The Capital Accounts of the Members as of the date of this Agreement following CBL Member's admission as a Member are as follows:

the JG Members (in the aggregate) -  the sum of the JG Members Baseline
                                     Equity Amount and the Shortfall, if
                                     any

CBL Member -                         $0.00

(d) Interest/Return. Except as set forth below, the Members agree that interest/return shall accrue on any and all Member Funding by Members at the rate of eleven percent (11%) per annum (simple, not compounded) interest/return (the "Interest/Return") until fully repaid or returned; except that the Members also agree that in the event one Member or its Affiliates shall make a Construction Loan, the interest rate on such Construction Loan may not be at a rate equivalent to the Interest/Return but such interest rate shall be on market rate terms and except that no Interest/Return shall accrue on the JG Members' Initial Contribution (other than the Shortfall, if any), and except that the Interest/Return on the Shortfall, if any, shall equal two percent (2%) per annum (simple, not compounded), unless the amount of the Interest/Return on the Shortfall exceeds (the "Excess Amount") the amount computed using the "safe harbor" interest rate set forth in Treasury Regulation Section 1.707-4(a)(3)(ii) (the "Safe Harbor Amount"), in which case the Interest/Return paid each year on the Shortfall shall be the Safe Harbor Amount until the expiration of a two year period ending after the Closing at which time the Excess Amount will be paid at the next cash distribution date. The unpaid Excess Amount, if any, will not bear any Interest/Return.

3.04     Financing.

          (a)  Construction Loan.

               (i)  Subject to the unanimous  approval rights of the Members and

the procedures set forth in Section 5.03(g) below, the Managing Member shall cause Member Newco to cause the Company to enter into Construction Loan(s) to fund the construction of any Future Development Activity to be constructed from and after the date of this Agreement. The Managing Member shall use its reasonable efforts to cause Member Newco obtain such Construction Loans on arm's length terms that are the most favorable market-rate terms to the Company as reasonably possible from an institutional lender that is not an Affiliate of or Controlled by any Member.

(ii) If CBL Member determines in its reasonable judgment that it is not possible to obtain a Construction Loan on commercially reasonable terms from an institutional lender that is not an Affiliate of or Controlled by any Member, CBL Member shall provide written notice of such determination (the "Construction Loan Unavailability Notice") to the JG Members, specifying in reasonable detail the basis of such determination and specifying the Key Construction Loan Terms, if any, upon which CBL Member would be willing to be the lender of such Construction Loan (any Construction Loan made by a Member being hereinafter referred to as a "Member Construction Loan") and otherwise complying in form and content with the requirements of Section 5.03(g) below. The Key Construction Loan Terms and the other terms and conditions of all Member Construction Loans shall be on such arm's length and market rate terms (defined by reference to third-party unaffiliated loans for the most nearly comparable projects for which third-party unaffiliated loans are commercially available) as referenced above and as set forth in the definition of Construction Loan set forth in
Section 1.01 above and shall include notice and cure periods for all defaults, including, but not limited to, payment defaults.

(iii) the JG Members shall, by written notice to CBL Member given within fourteen (14) days of the JG Members' receipt of the Construction Loan Unavailability Notice, respond to CBL Member in writing (the "JG Members Construction Loan Response Notice") and shall in the JG Members Construction Loan Response Notice either (A) approve the Key Construction

Loan Terms,  if any,  proposed  for the Member  Construction
Loan by CBL Member in the Construction  Loan  Unavailability
Notice and elect to participate  in the Member  Construction

Loan with CBL Member, on an equal basis with CBL Member, in which case each of the JG Members and CBL Member shall act as lender to Member Newco for their proportionate share of the Member Construction Loan, on the terms and conditions specified in the Construction Loan Unavailability Notice; (B) approve the Key Construction Loan Terms, if any, proposed for the Member Construction Loan by CBL Member in the Construction Loan Unavailability Notice and elect not to participate in the Member Construction Loan, in which case CBL Member shall act as lender to Member Newco of the entire Member Construction Loan, on the terms and conditions, if any, specified in the Construction Loan Unavailability Notice; (C) specify the Key Construction Loan Terms, if any, which shall in the aggregate be superior to the terms, if any, offered by CBL Member in the Construction Loan Unavailability Notice, upon which the JG Members would be willing to be the lender of the entire Member Construction Loan; or (D) disapprove the Key Construction Loan Terms, if any, proposed for the Member Construction Loan by CBL Member in the Construction Loan Unavailability Notice.

(iv) If the JG Members elect to respond under clause (C) of the immediately preceding paragraph (iii) of this Section 3.04(a), CBL Member shall, by written notice to the JG Members given within fourteen (14) days of CBL Member's receipt of the JG Members Construction Loan Response Notice, respond to the JG Members in writing (the "CBL Member Construction Loan Response Notice") and shall in the CBL Member Construction Loan Response Notice either (A) approve the Key Construction Loan Terms for the Member Construction Loan proposed by the JG Members in the JG Members Construction Loan Response Notice and elect to participate in the Member Construction Loan with the JG Members, on an equal basis with the JG Members, in which case each of the JG Members and CBL Member shall act as lender to Member Newco for their proportionate share of the Member Construction Loan, on the terms and conditions specified in the JG Members Construction Loan Response Notice; (B) approve the Key Construction Loan Terms for the Member Construction Loan proposed by the JG Members in the JG Members Construction Loan Response Notice and elect not to participate in the Member Construction Loan, in which case the JG Members shall act as lender to Member Newco of the entire Member Construction Loan, on the terms and conditions specified in the JG Members Construction Loan Response Notice; or (C) disapprove the Key Construction Loan Terms for the Member Construction Loan proposed by the JG Members in the JG Members Construction Loan Response Notice.

(v) the JG Members' approval of the Key Construction Loan Terms for the Member Construction Loan under either clause (A) or clause (B) of paragraph (iii) of this Section 3.04(a) shall

be deemed to be the JG Members' approval of such Key Construction Loan Terms for purposes of Section 5.03(g) below. The JG Members' disapproval of the Key Construction Loan Terms for the Member Construction Loan under clause (D) of paragraph (iii) of this Section 3.04(a) shall be deemed to be the JG Members' disapproval of such Key Construction Loan Terms for purposes of Section 5.03(g) below. CBL Member, by reason of having given the Construction Loan Unavailability Notice, shall be deemed to have approved the Key Construction Loan Terms, if any, for the Member Construction Loan proposed by CBL Member in the Construction Loan Unavailability Notice, whether or not the JG Members elect to act as lender with respect to its proportionate share of such Member Construction Loan.

(vi) CBL Member's approval of the Key Construction Loan Terms for the Member Construction Loan under either clause (A) or clause (B) of paragraph (iv) of this Section 3.04(a) shall be deemed to be CBL Member's approval of such Key Construction Loan Terms for purposes of Section 5.03(g) below. CBL Member's disapproval of the Key Construction Loan Terms for the Member Construction Loan under clause (C) of paragraph (iv) of this Section 3.04(a) shall be deemed to be CBL Member's disapproval of such Key Construction Loan Terms for purposes of Section 5.03(g) below. The JG Members, by reason of having given the JG Members Construction Loan Response Notice, shall be deemed to have approved the Key Construction Loan Terms, if any, for the Member Construction Loan proposed by the JG Members in the JG Members Construction Loan Response Notice, whether or not CBL Member elects to act as lender with respect to its proportionate share of such Member Construction Loan.

(vii) CBL Member shall provide an Affiliate Loan Guarantee of CBL Member Parent for all Member Construction Loans. To the extent the lender of the Construction Loan shall require additional personal guarantees for any Construction Loan, CBL Member shall provide such guarantees (or shall provide Affiliate Loan Guarantees), except as otherwise provided in this clause (vii), and neither the JG Members nor their respective Affiliates shall have any obligation to provide such guarantees. If CBL Member intends to guarantee or provide an Affiliate Loan Guarantee of any Construction Loan, CBL Member will provide to the JG Members an opportunity, exercisable in the JG Members' sole and absolute discretion within thirty (30) days from the receipt of the notice from CBL Member, for the JG Members or their Affiliate to provide a guarantee on the same terms as the guarantee to be provided by CBL Member or its Affiliate (except that the JG Members may elect, in its sole and absolute discretion, to cap the JG Members' or its Affiliate's guarantee obligation at an amount determined by the JG Members (the "JG Members Construction Loan Guarantee Share"), which may be less than fifty percent (50%) of the Construction Loan and less than the amount of the Construction Loan to be guaranteed by CBL Member and its Affiliate (the "CBL Member Construction Loan Guarantee Share"). In the event the JG Members or their Affiliate elects to provide a guarantee, CBL Member will use its commercially reasonable efforts to cause the lender to accept "several" guarantees from CBL Member or its Affiliate guaranteeing the CBL Member Construction Loan Guarantee

Share and the JG Members or their Affiliate guaranteeing the JG Members Construction Loan Guarantee Share, but the lender may require "joint and several" guarantees and, in such event, CBL Member and the JG Members (or their Affiliates) will provide the guarantees on a joint and several basis, but, as between CBL Member and the JG Members (or their Affiliates), CBL Member's and its Affiliate's liability on such guarantees shall be limited to the CBL Member Construction Loan Guarantee Share, and the JG Members' and its Affiliate's liability on such guarantees shall be limited to the JG Members Construction Loan Guarantee Share,

and each  guarantor  will have a right of  contribution  and
indemnity  against the co-guarantor for any payments on such
guarantees  in excess of the JG  Members  Construction  Loan
Guarantee  Share (as to the JG Members and its Affiliate) or

the CBL Member Construction Loan Guarantee Share (as to CBL Member and its Affiliate). Notwithstanding the foregoing, from and after a JG Members Exit Event, to the extent that the lender of any Construction Loan shall require additional

personal  guarantees  for  such  Construction  Loan,  if the
lender will  accept  several  guarantees,  CBL Member or its
Affiliate  and  the  JG  Members  Substitute  Member  or its

Affiliate shall provide such guarantees on a several basis pro rata based on their respective Capital Interests and, if the lender requires joint and several guarantees, CBL Member or its Affiliate and the JG Members Substitute Member or its Affiliate will provide the guarantees on a joint and several basis, but, as between CBL Member and the JG Members Substitute Member (or their Affiliates), CBL Member's and its Affiliate's liability on such guarantees and the JG Members Substitute Member's and its Affiliate's liability on such guarantee shall be pro rata in the same proportion as their respective Capital Interests, and each guarantor will have a right of contribution and indemnity against the co-guarantor for any payments on such guarantees in excess of such guarantor's pro rata share. Notwithstanding anything in this Section 3.04(a)(vii) or Section 5.03, any guarantor shall be indemnified by the co-guarantor against any and all claims, losses, liability or damages incurred by such guarantor arising out of such guarantee (including, without limitation, such guarantor's pro rata share of the liability, if any, on such guarantee) that results from the gross negligence or willful misconduct of the co-guarantor or its Affiliates.

(b) Permanent Financing/Refinancing.

(i) At or prior to the maturity of each Construction Loan, and subject to the unanimous approval rights of the Members and procedures set forth in Section 5.03(h) below, the Managing Member shall cause Member Newco to cause the Company to enter into the Permanent Financing/Refinancing. The Managing Member shall use its reasonable efforts to cause Member Newco to obtain the Permanent Financing/Refinancing on arm's length terms that are the most favorable market-rate terms to the Company as reasonably possible. The Managing Member may also cause Member Newco to cause the Company to enter into one or more subsequent Permanent Financings/Refinancings to replace the Initial JV Financing or a then-existing Permanent Financing/Refinancing under the same parameters as set forth herein and subject to the unanimous approval rights and procedures set forth in
Section 5.03(h) below. To the extent the lender of the

Permanent Financing/Refinancing shall require personal guarantees for such loan, CBL Member shall provide such guarantees (or shall provide Affiliate Loan Guarantees), together with all indemnifications, including, without limitation, environmental indemnifications, and neither the JG Members nor their respective Affiliates shall have any obligation to provide such guarantees or indemnifications, except as provided in the balance of this paragraph.

(ii) To the extent the lender of the Permanent Financing/Refinancing shall require personal guarantees for such loan, CBL Member shall provide such guarantees (or shall provide Affiliate Loan Guarantees), except as otherwise provided in this clause (ii), and neither the JG Members nor their respective Affiliates shall have any obligation to provide such guarantees. If CBL Member intends to guarantee or provide an Affiliate Loan Guarantee of any nonrecourse Permanent Financing/Refinancing, CBL Member will provide to the JG Members an opportunity, exercisable in the JG Members' sole and absolute discretion within thirty (30) days from the receipt of the notice from CBL Member, for the JG Members or their Affiliate to provide a guarantee on the same terms as the guarantee to be provided by CBL Member or its Affiliate (except that the JG Members may elect, in its sole and absolute discretion, to cap the JG Members' or its Affiliate's guarantee obligation at an amount determined by the JG Members (the "JG Members Permanent Financing/Refinancing Guarantee Share"), which may be less than fifty percent (50%) of the Permanent Financing/Refinancing and less than the amount of the Permanent Financing/Refinancing to be guaranteed by CBL Member and its Affiliate (the "CBL Member Permanent Financing/Refinancing Guarantee Share"). In the event the JG Members or their Affiliate elects to provide a guarantee, CBL Member will use its commercially reasonable efforts to cause the lender to accept "several" guarantees from CBL Member or its Affiliate guaranteeing the CBL Member Permanent Financing/Refinancing Guarantee Share and the JG Members or their Affiliate guaranteeing the JG Members Permanent Financing/Refinancing Guarantee Share, but the lender may require "joint and several" guarantees and, in such event, CBL Member and the JG Members (or their Affiliates) will provide the guarantees on a joint and several basis, but, as between CBL Member and the JG Members (or their Affiliates), CBL Member's and its Affiliate's liability on such guarantees shall be limited to the CBL Member Permanent Financing/Refinancing Guarantee Share, and the JG Members' and its Affiliate's liability on such guarantees shall be limited to the JG Members Permanent Financing/Refinancing Guarantee Share, and each guarantor will have a right of contribution and indemnity against the co-guarantor for any payments on such guarantees in excess of the JG Members Permanent Financing/Refinancing Guarantee Share (as to the JG Members and its Affiliate) or the CBL

Member Permanent Financing/Refinancing Guarantee Share (as to CBL Member and its Affiliate). Notwithstanding the foregoing, from and after a JG Members Exit Event, to the extent that the lender of any Permanent Financing/Refinancing shall require additional personal guarantees for such Permanent Financing/Refinancing, if the lender will accept several guarantees, CBL Member or its Affiliate and the JG Members Substitute Member or its Affiliate shall provide such guarantees on a several basis pro rata based on their respective Capital Interests and, if the lender requires joint and several guarantees, CBL Member or its Affiliate and the JG Members Substitute Member or its Affiliate will provide the guarantees on a joint and several basis, but, as between CBL Member and the JG Members Substitute Member (or their Affiliates), CBL Member's and its Affiliate's liability on such guarantees and the JG Members Substitute Member's and its Affiliate's liability on such guarantee shall be pro rata in the same proportion as their respective Capital Interests, and each guarantor will have a right of contribution and indemnity against the co-guarantor for any payments on such guarantees in excess of such guarantor's pro rata share. Notwithstanding anything in this Section 3.04(b)(ii) or Section 5.03, any guarantor shall be indemnified by the co-guarantor against any and all claims, losses, liability or damages incurred by such guarantor arising out of such guarantee (including, without limitation, such guarantor's pro rata share of the liability, if any, on such guarantee) that results from the gross negligence or willful misconduct of the co-guarantor or its Affiliates.

(c) Affiliate Loan Guarantees; Rights of Guarantors and Member Lenders.

(i) As set forth in Sections 3.04(a) and (b) above, the lender(s) of the Construction Loan and/or the Permanent Financing/Refinancing may require the personal guarantees of CBL Member or Affiliates of CBL Member (the "Affiliate Loan Guarantees"). If such a lender requires an Affiliate Loan Guarantee other than or in addition to CBL Member's Affiliate Loan Guarantee, CBL Member shall cause CBL Member Parent (or such other Affiliate(s) as may be acceptable to the lender) to provide an Affiliate Loan Guarantee.

(ii) If CBL Member or CBL Member Parent or any other Member or Affiliate of a Member extends credit to or for the benefit of the Company by providing an Affiliate Loan Guarantee or other guarantee for the Construction Loan and/or the Permanent Financing/Refinancing, the guarantor parties shall have the right to request and receive indemnification from Member Newco and/or the Company (but not from Member Newco's Members) against any and all loss, cost and expense incurred

in  connection  therewith  (except to the  extent  that such
loss, cost or expense  results from to the gross  negligence
or willful  misconduct of the  guarantor or its  Affiliates)

and such guarantor shall be entitled to step into the shoes of the lender upon payment under such guarantee. As guarantor, the guarantor party(ies) shall have certain rights in the event of any default under financing guaranteed, i.e., indemnity rights from Member Newco and/or the Company (but not from Member Newco's Members), to step into the primary lender's position on default and other similar rights. The Members acknowledge that upon the occurrence of such event, the guarantor party(ies) may be deemed to have a conflict of interest with respect to Member Newco, the Company and the other Members. The Members acknowledge this potential conflict of interest and hereby agree that it shall not be deemed a breach of any fiduciary duty that the guarantor party(ies) or Affiliates of the guarantor party(ies) may have to another Member or to Member

Newco or the Company if the guarantor party(ies) exercise the rights and remedies of the lender or rights under any indemnity agreement or similar agreement when called upon or required to pay under a guaranty, and the guarantor party(ies) shall have the right to exercise such rights and remedies, except that in exercising such rights and remedies the guarantor shall have no right to take or cause Member Newco to take any action that would create or increase the personal liability of any other Member beyond such other Member's personal liability, if any, as set forth in the applicable loan document. The provisions of Section 5.03 below shall not apply to the exercise by the guarantor of such rights and remedies. Notwithstanding the foregoing provisions of this Section 3.04(c)(ii), if the guarantor is CBL Member or an Affiliate of CBL Member and if the default giving rise to the right to exercise such rights is a default curable by the payment of money or a non-monetary default caused by CBL Member or an Affiliate of CBL Member, the guarantor shall have no right to exercise such rights and remedies at any time when the sum of (i) the aggregate unreturned amount of Mandatory Contributions made by CBL Member to fund capital improvements to the Project and (ii) the aggregate amount of Mandatory Contributions made by CBL Member for all purposes other than funding capital improvements to the Project, whether returned or unreturned, is less than the Maximum Required Funding.

(iii) In the event a Member or its Affiliates serve as the lender on any Member Construction Loan (the "Member Lender") pursuant to the provisions of this Agreement, the other Members acknowledge that the Member Lender may be deemed to have a conflict of interest with respect to Member Newco, the Company and the other Members. The other Members acknowledge this potential conflict of interest and hereby agree that it shall not be deemed a breach of any fiduciary duty that the Member Lender may have to another Member or to Member Newco or the Company if the Member Lender or the Member Lender's Affiliate who has provided the Member Construction Loan exercises the rights and remedies of the lender or lender's rights under the loan documents with respect to such financing, except that in exercising such rights and remedies the Member Lender or the Member Lender's

Affiliate  shall have no right to take or cause Member Newco
to take  any  action  that  would  create  or  increase  the
personal  liability  of  the  Members  beyond  the  Members'
personal  liability,  if any, as set forth in the applicable

loan documents. The provisions of Section 5.03 below shall not apply to the exercise by the Member Lender or the Member Lender's Affiliate of such rights and remedies. The Members also agree that in the situation where (i) the Member Lender has provided a Member Construction Loan on a particular phase of the Project and (ii) a third-party lender has provided a Construction Loan and/or Permanent Financing/Refinancing on another phase of the Project and
(iii) there is a default on the third-party lender's financing, then in such events, the foreclosure by the third-party lender shall not be deemed to extinguish or otherwise foreclose any equity or rights of the Member Lender as to any phase of the Project or asset of the Company other than the assets specifically pledged to secure the third-party lender's loan. Notwithstanding the foregoing provisions of this Section 3.04(c)(iii), if the Member Lender is CBL Member or an Affiliate of CBL Member, the Member Lender shall have no right to exercise such rights

and remedies at any time when the sum of (i) the aggregate unreturned amount of Mandatory Contributions made by CBL Member to fund capital improvements to the Project and (ii) the aggregate amount of Mandatory Contributions made by CBL Member for all purposes other than funding capital improvements to the Project, whether returned or unreturned, is less than the Maximum Required Funding and, if a Member Lender or its Affiliates is in default pursuant to Article XX of this Agreement, then such Member Lender shall be prohibited from exercising its rights under this Section 3.04(c)(iii) while such default is continuing.

(iv) No third-party, non-Member lender to Member Newco or the Company or creditor of any Member or of any Affiliate of any Member shall be a third-party beneficiary of the provisions of this Section 3.04(c) or any other provision of this Agreement.

(d) Consultation with Other Members. Upon request of any Member and upon reasonable notice, the Managing Member shall advise the requesting Member of the status of the Managing Member's efforts to obtain Construction Loans and/or Permanent Financing/Refinancing and the material terms of financing proposals then under negotiation.

3.05 Outparcel Venture. The Members acknowledge that the Company owns the entirety of the Real Estate in the name of the Company. The Members may cause Member Newco to cause the Company to designate certain portions of the Real Estate as Outparcels. Upon such designation, CBL Member may elect to require Member Newco to cause the Company to transfer the Outparcels to a new entity (the "Outparcel Venture") which shall be in the form of a limited liability company and whose members shall be the Members of this Company or their Affiliates and the capital interests, profits interests and voting interests of the members of the Outparcel Venture shall be in the same proportions as their or their Affiliates' Capital Interests, Profits Interests and Voting Interests in Member Newco. The rights, duties, obligations, privileges, remedies, transfer restrictions, buy-sell provisions and other provisions of this Agreement shall be part of a definitive limited liability company agreement for the Outparcel Venture (the "Outparcel Venture Agreement"). CBL Member shall prepare a draft of the Outparcel Venture Agreement and shall deliver it to the JG Members for its review and approval. Each Member shall be entitled to designate its member to be included in the Outparcel Venture but such designation shall only be allowed as to the Member itself or an Affiliate of such Member. The Outparcel Venture Agreement shall contain distribution provisions that will coordinate with the distribution provisions of this Agreement as to return of capital and other matters. The Outparcel Venture Agreement will provide for cross-defaults and cross buy-sell provisions such that the acquisition by one Member of the interests of another non-Affiliated Member under this Agreement shall likewise entail the acquisition of such non-Affiliated Member's interests in the Outparcel Venture.

ARTICLE IV
NAMES AND ADDRESSES OF MEMBERS

The names and addresses of the Members are set out on Exhibit B.

ARTICLE V
GOVERNANCE

5.01 General Powers. Subject to the terms of this Agreement, the business and affairs of Member Newco shall be managed by CBL Member, and CBL Member shall be the Managing Member of Member Newco. A Member shall not have the authority to act as an agent of Member Newco or legally bind Member Newco, unless such Person is: (a) the Managing Member; or (b) a Person designated in writing by action of the Members as being so authorized.

5.02 Standard of Conduct. A Member shall discharge such Member's duties as a Member in good faith, in a manner the Member reasonably believes to be in the best interest of Member Newco, and with the care an ordinarily prudent Person in a like position would exercise under similar circumstances. Each Member shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (a) one (1) or more employees of Member Newco or one (1) or more employees of one of Member Newco's Members, in either case, whom the Member reasonably believes to be reliable and competent in the matters presented; or (b) legal counsel, public accountants or other Persons as to matters the Member reasonably believes are within such Person's professional or expert competence. A Member shall not be liable for any action taken as a Member, or any failure to take any action, if the Member performed the duties of the position as a Member in compliance with this Section 5.02. Except as specifically set forth in this Agreement or in the Act, no Member shall be personally liable to Member Newco, any Member or any third party for any action taken as a Member or for any failure to take any action as a Member other than due to the gross negligence or willful misconduct of such Member.

5.03 Governance; Unanimous Approval Items. The day-to-day operational decisions of Member Newco shall be made by the Managing Member unless specifically set forth in this Agreement to the contrary. Subject to the provisions of Section 1.03, the following decisions shall require the unanimous approval of the Members, and, neither the JG Members, pursuant to the JG Members' responsibilities set forth herein, nor CBL Member, as Managing Member and/or pursuant to CBL Member's responsibilities set forth herein, shall be authorized to take or to cause Member Newco to cause the Company to take the following actions unless such approval has been obtained:

(a) The sale, lease or other disposition of all or any portion of the Project or all or any of the Real Estate either in one transaction or in a series of interrelated transactions (including, without limitation, the sale or ground lease of any of the Real Estate to an Anchor or other third-party and all Anchor leases), except (A) as set forth in Article XVI and Article XVII; (B) as reflected in an approved Pro Forma and/or Operating Budget; (C) for the leasing of the space in the Project to individual non-Anchor tenants in the course of the Company's business; (D) sales or ground leases of Outparcels to occupants that are consistent with a first-class shopping center; and (E) for normal and customary easements and access rights granted in the course of development of the Project. Without limiting the generality of the foregoing, a sale, assignment or other disposition by Member Newco of all or any portion of its member interest in the Company, either in one transaction or a series of interrelated transactions, shall be deemed to be a sale, lease or other disposition of the Project or the Real Estate for the purposes of this Section
5.03(a). If Member approval is required under this Section 5.03(a), the sale,

lease or other disposition of all or a portion of the Project shall be submitted to the Members for approval at the time that the Managing Member has received a purchase agreement, term sheet, letter of intent or other evidence of interest on terms the Managing Member determines to be reasonably satisfactory;

(b) The approval of the Site Plan for any expansions or additional development/redevelopment of the Project and any material and/or substantial modifications or amendments to the existing or any future Site Plan, the approval of expansions or additional development/redevelopment of the Project, the approval of any future Development Schedules for the Project;

(c) The approval of the Pro Forma for any Future Development Activities and construction of the Project, the approval of any modifications or adjustment(s) to a previously approved Pro Forma that constitute Material Development Deviations;

(d) The approval of the Operating Budget for the Project for the 2007 and subsequent Fiscal Years and the incurrence of expenditures or obligations that constitute a Material Operating Deviation;

(e) Unless set forth in this Agreement, in an approved Pro Forma or in an approved Operating Budget, the incurring or payment of any fees to a Member or to an Affiliate of a Member or the entering into any agreement or contract with any Member or an Affiliate of a Member; except that Member Newco may enter into or cause the Company to enter into a contract for the maintenance/janitorial/security for the Project with ERMC II, LP or its affiliates without further approvals provided the terms of such contracts are on terms that are competitive in the market and within an approved Pro Forma and/or Operating Budget; and except that Member Construction Loans shall be subject to Section 5.03(g) below and shall not be subject to this Section 5.03(e).

(f) Except for required funding set forth in this Agreement, the required funding by Members of any obligation, capital expenditure, cost or other expense, and the entering into any contract or agreement, including guarantees or indemnities, that creates personal liability of the Members, other than CBL Member, beyond their Member Funding to Member Newco or that requires the personal guarantees or indemnities of the Members or their Affiliates, other than CBL Member or its Affiliates. If a Member, other than CBL Member, fails to approve such funding or such entering into of a contract or agreement, such failure shall not be an Impasse, and Section 16.04 shall not apply to such failure;

(g) The approval of the Key Construction Loan Terms on the procedures set forth in this clause (g) or, as to Member Construction Loans, the procedures set forth in Section 3.04(a). CBL Member shall notify the JG Members, in writing, prior to the placement of the Construction Loan, which notice shall include a written term sheet for the proposed Construction Loan and identify the Key Construction Loan Terms and the proposed lender(s). The JG Members shall either approve or disapprove said terms by written notice delivered and received by CBL Member within fourteen (14) Days of the date on which the JG Members shall receive CBL Member's notice. In the event the JG Members do not respond within said fourteen (14) Day period, such failure to respond shall be deemed an approval of terms of the Construction Loan as set forth in CBL Member's notice;

(h) The approval of the Key Permanent Loan Terms on the procedures set forth in this clause (h). CBL Member shall notify the JG Members, in writing, prior to the placement of the Permanent Financing/Refinancing, which notice shall include a written term sheet for the proposed Permanent Financing/Refinancing and identify the Key Permanent Loan Terms and the proposed lenders(s). The JG Members shall either approve or disapprove said terms by written notice delivered and received by CBL Member within fourteen (14) Days of the date on which the JG Members shall receive CBL Member's notice. In the event the JG Members do not respond within said fourteen (14) Day period, such failure to respond shall be deemed an approval of the Permanent Financing/Refinancing as set forth in CBL Member's notice;

(i) The approval of the architects and engineers for any Future Development Activities (except that the Members agree that they may establish, by the same unanimous approval as would be required to approve an architect or engineer under this clause, an approved list of architects and engineers that then may be engaged without further approval by the Members) and the approval of any fees payable to such architects and engineers collectively with respect to any Future Development Activities where the aggregate of such fees will exceed four and one-half percent (4.5%) of the total construction costs for such Future Development Activities;

(j) The selection of the general contractor for construction of any Future Development Activities (it being agreed that EMJ shall be entitled to bid on the construction contract for any such Future Development Activities) and the entering into of a Construction Contract by Member Newco or the Company that does not meet the parameters set forth in Section 6.03 below;

(k) Any employment agreement through which Member Newco shall, or shall cause the Company to, hire, retain or employ any individual as an "employee" of Member Newco or the Company. For these purposes, the Members acknowledge that it is their initial intention that Member Newco and the Company shall not have any "employees";

(l) The establishment of any Reserve described in clause (ii) of the definition of such term in Section 1.01 above;

(m) The filing of bankruptcy or the filing for the appointment of a receiver for the assets of Member Newco or the Company;

(n) In the event of any default under any financing secured by assets of Member Newco or the Company, the decision as to whether to allow foreclosure by the creditor or provide a deed in lieu of foreclosure;

(o) The dissolution or termination of Member Newco or the Company, or the removal or resignation of Member Newco as a member or chief manager of the Company;

(p) The payment to the JG Members or any Affiliate of any compensation for the performance of the JG Members' obligations pursuant to Article VI of this Agreement or for any other services to Member Newco or the Company other than as set forth on Exhibit C of this Agreement. The failure to approve such payment shall not constitute an Impasse, and Section 16.04 shall not apply to such failure;

(q) The payment to CBL Member or any Affiliate of any compensation for the performance of CBL Member's obligations as Managing Member of Member Newco, or Member Newco's obligations as manager of the Company, or for any other services to Member Newco or the Company pursuant to Article VI of this Agreement other than as set forth on Exhibit C of this Agreement and/or in the Property Management Agreement. The failure to approve such payment shall not constitute an Impasse, and Section 16.04 shall not apply to such failure;

(r) The entering into any agreement or contract between Member Newco or the Company and a Member or any Affiliate of a Member other than as referenced or authorized in this Agreement. The failure to approve such entering into of a contract or agreement shall not constitute an Impasse, and Section 16.04 shall not apply to such failure. The Members acknowledge that CBL Member or its Affiliates shall enter into the Property Management Agreement as referenced herein and serve as the Property Manager in accordance with the terms and conditions of the Property Management Agreement;

(s) Except as provided in the Property Management Agreement, any replacement of the Property Manager and any amendment to the Property Management Agreement;

(t) The removal of the Managing Member as contemplated by Section 6.04 below (other than upon Default of the Managing Member under Section 20.01 below);

(u) Any distribution to the Members of Distributable Cash or any other funds or assets of Member Newco other than as set forth in a Pro Forma, an Operating Budget or as otherwise specifically provided in this Agreement;

(v) The termination of or any amendment or modification of this Agreement, other than the exercise of the authority of the Managing Member to the limited extent required to revise Exhibit B to reflect any assignment of a Membership Interest, receipt of an additional Member Funding, or distribution to a Member, in each case as permitted under this Agreement, the Members likewise acknowledging that the authority of the Managing Member to make such revisions to Exhibit B is may only be exercised if the circumstance giving rise to such revision is otherwise in accordance with the applicable provisions of this Agreement;

(w) The admission of any new Member, other than pursuant to an assignment expressly permitted by Article XVI or the admission of any new member to the Company; and

(x) Any amendment to the Articles of Organization or the articles of organization of the Company.

ARTICLE VI
SPECIFIC DUTIES OF MEMBERS

6.01 Managing Member. Member Newco shall not have managers but shall have a Managing Member as set forth above. Member Newco shall be a "member-managed" limited liability company.

6.02 Managing Member; Managing Member's Specific Duties. CBL Member shall be the Managing Member of Member Newco. CBL Member shall serve as the Managing Member until its successor shall have been duly elected and shall have qualified or until its termination, dissolution, resignation or removal pursuant to this Agreement.

(a) Authority of the Managing Member. Subject to the terms of this Agreement and the matters requiring unanimous Member approval as set forth in
Section 5.03 above, CBL Member, as the Managing Member, shall in general supervise and administer all the business and affairs of the operation of Member Newco as a limited liability company. The Managing Member shall be responsible for the maintenance of Member Newco's books and records and shall have authority to collect all rents and other amounts due to Member Newco from third parties. The Managing Member shall have financial oversight of Member Newco and shall deal directly with the Accountants in the preparation of financial statements and tax returns for Member Newco, consistent with this Agreement. The Managing Member, shall preside at all meetings of the Members. The Managing Member, shall, if necessary, see that all orders and resolutions of the Members are carried into effect. The Managing Member, shall sign and deliver in the name of Member Newco any deeds, leases, mortgages, bonds, contracts or other instruments pertaining to the business of Member Newco, except in cases in which the authority to sign and deliver is required by law to be exercised by another Person or is expressly delegated or governed by the Articles of Organization, this Agreement or by the Members; and in general shall perform all duties incident to the office of the Managing Member. The Managing Member shall, at all times, maintain Member Newco's assets, bank and investment accounts titled to and in Member Newco's name.

(b) Authority of the Managing Member as to the Operation of Member Newco and as to the Operating Budget. Subject to the provisions of this Section 6.02(b), the Managing Member shall prepare or cause to be prepared an annual operating budget (including separate sub-budgets for Triangle Town Center and Triangle Town Place) setting forth the projected expenditures, costs and revenues for the phases or portions of the Project for which construction has been completed or will be completed and that are open and operating or will be open and operating for the upcoming Fiscal Year (such operating budget, when approved as provided in this Section 6.02(b) and as required pursuant to Section 5.03, the "Operating Budget"; for purposes of this Agreement, the "Operating Budget" for the 2006 Fiscal Year shall be as set forth on Exhibit G attached hereto, and the Members shall be deemed to have approved such 2006 Operating Budget for the purposes of this Section 6.02(b) and Section 5.03 above). Except as otherwise provided in this Section 6.02(b), each Operating Budget shall be subject to the prior unanimous written approval of the Members pursuant to
Section 5.03 above, which shall not be unreasonably withheld or delayed.

(i) Not later than December 1 of each Fiscal Year commencing with 2006, the Managing Member shall prepare and deliver a preliminary Operating Budget to the Members for Member Newco's next succeeding Fiscal Year.

The Members shall have thirty (30) Days in which to review and approve or disapprove (and, if disapproving, such disapproval to specify the line items disapproved) each such Operating Budget, during which period the Members shall meet, if necessary, to discuss said proposed Operating Budget and revisions thereto and if the Members do not respond with any suggested changes or revisions within such thirty-
(30) Day period, such shall be deemed an approval of the proposed Operating Budget as submitted by the Managing Member by the Member failing to respond. The Managing Member shall thereafter revise such Operating Budget as may be necessary in accordance with the agreements reached by the Members and deliver same in final form to all Members not later than December 15 of each year. If any proposed Operating Budget is not approved or not deemed approved by the Members as and when provided for herein, the Operating Budget that has been most recently approved by the Members as required hereunder shall remain in effect, and the Managing Member shall cause Member Newco to operate the Project pursuant to said most recently approved Operating Budget, until a new Operating Budget is approved in accordance with the provisions hereof, except that the Managing Member shall be entitled to use as the Operating Budget for the fiscal year in question the line items in the preliminary Operating Budget to which no Member objected within such 30-Day period (instead of the corresponding line items in the most recently approved Operating Budget), and except that the following-described annual costs contained in the most recently approved Operating Budget that has been approved by the Members as required herein shall be increased on January 1 by the actual amount (if greater than the amount otherwise permitted under this Section 6.02(b)) of any annual increase in said costs to Member Newco or the Company during the then-current Fiscal Year, it being recognized that any increases in said costs are generally beyond the control of the Members and that the goods and services relative thereto are necessary for the proper functioning of the Project:

(A) ad valorem taxes;

(B) utility expenses, including but not limited to water, sewer, electricity, natural gas and telephone;

(C) property and casualty insurance premiums;

(D) maintenance costs relative to (x) the furnishing of HVAC service as required by leases for occupancy of the Project and (y) landscaping;

(E) debt service (interest and principal, if any) due with respect to mortgage financing encumbering the Project that has been incurred in accordance with the provisions of this Agreement;

(F) compensation, fees, costs and expenses of Member Newco's and the Company's Accountants, attorneys, architects, engineers and other professionals; and

(G) postage.

(ii) The Managing Member shall be authorized to make those expenditures and to incur those obligations provided for in the then current Operating Budget. Except as set forth in Section 6.02(b)(iii) below, the Managing Member shall not exceed the expenditure limits set forth in said Operating Budget without the prior unanimous written approval of the Members required under
Section 5.03 above.

(iii) The Managing Member shall cause Member Newco to endeavor to operate the Project within the Operating Budget in effect from time to time, as same may be revised from time to time in accordance with the provisions of this Agreement. The Managing Member's authority shall be limited to the authority to cause Member Newco to cause the Company to (A) expend up to the respective amounts for the respective purposes set forth in the Operating Budget (as same may be increased pursuant to and in accordance with the provisions of this Agreement), and (B) operate the Project in accordance with the provisions of this Agreement and the parameters set forth in the Operating Budget. The Managing Member shall secure the Members' prior unanimous written approval, as required under Section 5.03 above, for any expenditures that will result in cost overruns of the Operating Budget that exceed, individually or in the aggregate, five percent (5%) of the aggregate annual budgeted expense amount set forth in the Operating Budget then in effect (any expenditure resulting in an overrun in excess of the aforesaid limits is herein referred to as a "Material Operating Deviation"), and the Operating Budget, as revised, shall become the Operating Budget for all purposes under this Agreement for the remainder of such Fiscal Year. During each Fiscal Year, the Managing Member shall promptly inform the Members of any increases in costs and expenses that were not foreseen during the budget preparation period and thus were not reflected in the Operating Budget then in effect that could, individually or in the aggregate, be reasonably expected to constitute a Material Operating Deviation. In the event a Material Operating Deviation from any Operating Budget becomes necessary prior to the annual review of an Operating Budget as set forth in Section 6.02(b)(i) above, CBL Member may revise said Operating Budget, but only after receiving any unanimous approval of the Members required under Section 5.03 above (for purposes of this clause (iii) and Section 5.03 above, CBL Member shall be conclusively deemed to have approved any such Material Operating Deviation).

(c) Authority of Managing Member as to the Development and Construction of the Project.

(i) Development and Construction Responsibilities. From the effective date of this Agreement and subject to the terms of this Agreement

and the matters requiring unanimous approval as set forth in
Section 5.03 above, the Managing Member shall have primary responsibility for all development and construction activities relating to the Future Development Activities and construction of the Project in accordance with the applicable approved Site Plan(s) and Pro Forma(s), including but not limited to the procuring and/or amending all rights, entitlements and appurtenances necessary or desirable in connection with the Future Development Activities, planning, procuring traffic and roadway studies and improvements, securing governmental approvals, performing soils and hazardous waste investigations, and procuring conservation, environmental and utility studies and approvals.

(ii) Pro Formas; Development Schedule.

(A)  The Members agree that all Pro Forma(s)  shall be subject to
     the unanimous  approval of the Members,  except as otherwise
     set forth in this Section  6.02(c)(ii).  The  "projected net

project cost" category in a pro forma represents the anticipated hard and soft costs to construct the particular Future Development Activity and is sometimes referred to in the industry as the capital expense budget.

(B) The Managing Member shall cause Member Newco to cause the Company to develop/redevelop or expand the Project according to the applicable approved Site Plan(s) and shall use its commercially reasonable efforts to do so within the projected net project cost parameters set forth in the approved Pro Forma(s). The Managing Member shall use its commercially reasonable efforts to cause Member Newco to cause the Company to meet the applicable approved Development Schedule(s). Notwithstanding the foregoing but subject to the approval rights of the Members set forth in
Section 5.03 as to Material Development Deviations, the Managing Member shall cause Member Newco to cause the Company to expend, the amounts required to complete any Future Development Activities subject to and in accordance with the provisions of this Agreement and the Pro Formas for such Future Development Activities. In the event a Material Development Deviation from a Pro Forma becomes necessary, the Managing Member may revise such Pro Forma but only after securing the unanimous approval of the Members pursuant to and in accordance with Section 5.03 above (for purposes of

this clause (B) and Section 5.03 above,  the Managing Member
shall  be  conclusively  deemed  to have  approved  any such
Material Development Deviation).

(C) During any Future Development Activities, the Managing Member shall review the applicable Development Schedule to determine whether specific items set forth therein can be accomplished within the time parameters set forth therein and advise the JG Members if it determines that a modification of the Development Schedule is necessary or appropriate, and the Managing Member shall review the Pro Formas periodically to determine whether such Future Development Activities may be completed within the projected net project cost parameters set forth therein. If the

Managing Member determines that a Material Development Deviation to a Pro Forma is necessary, the Managing Member shall notify the JG Members of the necessary revisions and shall request the unanimous approval of said revisions pursuant to Section 5.03 above. The JG Members shall approve or disapprove the requested revisions, by written notice given to the Managing Member, within twenty (20) Days of the date upon which it receives the requested revisions to a Pro Forma and, if the JG Members disapprove the requested revision, shall include in such notice an explanation of the reasons therefor. The failure of the JG Members to respond within the twenty- (20) Day period shall be construed as an approval of the requested revisions by the JG Members. In the event the JG Members approve the requested revisions or the revisions do not rise to the level of a Material Development Deviation, the Managing Member shall revise the Pro Forma to make the approved revisions and the Pro Forma, as revised, shall become the Pro Forma for all purposes under this Agreement with respect to such Future Development Activities. For purposes of this clause (C) and Section 5.03 above, the Managing Member shall be conclusively deemed to have approved any such Material Development Deviation.

For purposes of this Agreement and except as may be specifically set forth above, a "Material Development Deviation" requiring the approvals set forth in
Section 5.03 above shall mean, as relates to any Pro Forma, any incurrence of expenditures or costs (whether the subject of change orders or otherwise) that will result in cost overruns of such Pro Forma that exceed individually or in the aggregate, more than ten percent (10%) of the aggregate projected construction cost set forth on the approved Pro Forma at issue.

(d) Other Specific Duties of CBL Member. In addition to the authorities, duties and responsibilities of CBL Member as set forth above, CBL Member shall, subject to the provisions of the Property Management Agreement, be responsible for and authorized to cause Member Newco to cause the Company to carry out the following items:

(i) Negotiating and entering into leases or other occupancy agreements and similar transactions with Anchors, small shop, big box and other tenants and occupants to be entered into after the date of this Agreement;

(ii) Tenant inducement/tenant allowance coordination and lease coordination; and

(iii) The negotiation and documentation of any governmental financing, governmental funding or entitlements to provide funding for infrastructure or any other portion of the Project.

(e) Consultation with Other Members. Upon request of any Member and upon reasonable notice, the Managing Member shall provide the requesting Member with such information concerning the Managing Member's activities in such capacity and the business and financial condition of Member Newco and the Company as the requesting Member may reasonably request for any purpose reasonably related to the Member's Membership Interest in Member Newco; except that, the Managing Member shall not be obligated to provide any such information at any unreasonable time or place.

(f) Attendance at Meetings; Access to Project Site. Any Member shall have the right, upon reasonable notice to the Managing Member, to attend meetings concerning the Project between the Managing Member and/or its Affiliates and third parties that are not Affiliates of the Managing Member, except that the Managing Member shall have no obligation to permit such attendance if the meeting is an internal meeting of the Managing Member, its Affiliates, its or its Affiliates' officers, employees or agents and/or its or its Affiliates' attorneys, accountants and/or other advisors or service providers. Without limiting the generality of the foregoing, the JG Members or their respective Affiliates shall be entitled, at the JG Members' or its Affiliates' cost, to have a representative (the "Representative") on site at the Project during the Construction Period for any Future Development Activity. Such Representative shall be entitled to (i) reasonable access, upon request, to the Project and to CBL Member's or its Affiliates' personnel involved in the construction of the Project, (ii) request and receive information concerning the development and construction of the particular phase of the Project from CBL Member or its Affiliates; and (iii) attend construction progress meetings.

(g) Limitations on Managing Member's Authority. The Managing Member, shall not have the authority to take the following actions:

(i) Any action set forth in Section 5.03 above unless the requisite unanimous approval of the Members as set forth in Section 5.03 has been obtained and any action otherwise set forth in this Agreement as requiring the approval of all Members unless such approval shall have been obtained;

(ii) Any action directly in contravention to the terms of this Agreement, the Articles of Organization or the Act; and/or

(iii) Any action, except those specifically authorized hereunder, which would make it impossible to carry out the business of Member Newco.

6.03 Construction Contract. A Construction Contract for construction of any phase of the Project must contain the following terms:

(a) The cost of the Construction Contract must provide no more than a one and three-quarters percent (1.75%) fee to the general contractor; and

(b) Major subcontracts must be competitively bid to at least three qualified subcontractors.

6.04 Removal and Resignation. The Managing Member may be removed by the vote of the Members required under Section 5.03 above, whenever, in their judgment, the best interests of Member Newco would be served thereby or upon default of the Managing Member as provided in Section 20.01 below, but such removal shall be without prejudice to the contract rights, if any, of the Person so removed. Election of a Person as the Managing Member does not, of itself, create contract rights beyond the rights of the Managing Member specified in this Agreement. Unless otherwise provided in an employment contract or an

agreement with Member Newco, a Managing Member may resign at any time, provided the Managing Member gives at least thirty (30) days prior written notice. Such resignation shall be in writing and shall take effect upon delivery to Member Newco and to each Member, unless a later effective date is specified in the notice. The acceptance of a resignation shall not be necessary in order to make it effective, unless so specified therein. Such resignation or removal shall not affect the Managing Member's status as a Member. If CBL Member resigns or is removed as the Managing Member, the JG Members shall thereupon become the Managing Member and shall thereafter have all of the rights and powers of the Managing Member, including, but not limited to, CBL Member's rights under
Section 6.02 above. The Members agree that in the event an Affiliate of CBL Member is no longer the Property Manager and CBL Member or its Affiliates are still Members of Member Newco at such time, then, regardless of any provision herein to the contrary, the replacement Property Management Agreement must contain a provision or provisions (acceptable to CBL Member) that restricts leasing activities and other operations in a manner so as to ensure that the status of CBL Member's Affiliate as a "Real Estate Investment Trust" under the Code is not jeopardized.

6.05 Compensation. The JG Members shall be entitled to the fees as so designated and listed on Exhibit C and CBL Member shall be entitled to the fees as so designated and listed on Exhibit C. No other fees or compensation shall be paid to a Member or its Affiliates except as may be set forth herein or as may be approved by the Members in accordance with Section 5.03 above.

ARTICLE VII
CONFLICT OF INTEREST TRANSACTIONS

A transaction with Member Newco or the Company in which a Member has a direct or indirect interest is not voidable by Member Newco solely because of the Member's interest in the transaction if the material facts of the transaction and the Member's interest were disclosed or known to the Members entitled to vote and they unanimously authorized, approved or ratified the transaction pursuant to Section 5.03 above. As set forth in Section 3.04(c) above, the Members acknowledge and waive any potential conflict of interest that a Member may have if such Member or its Affiliate is called upon or required to pay under any Affiliate Loan Guarantee or other guarantee. The Members also acknowledge that a Member or its Affiliate that may loan funds to Member Newco may be deemed to have a conflict of interest with respect to Member Newco and the other Members. The Members acknowledge this potential conflict of interest and hereby agree that it shall not be deemed a breach of any fiduciary duty that a Member may have to another Member or to Member Newco if the Member or an Affiliate of a Member who has loaned funds to Member Newco, as permitted under this Agreement, exercises its rights and remedies as a lender pursuant to any such loan and the terms of the promissory note for such loan by a Member or its Affiliate to Member Newco, and such Member or its Affiliate shall have the right to exercise such rights and remedies, except that in exercising such rights and remedies such Member or its Affiliate shall have no right to take, or cause Member Newco to take, any action that would create or increase the personal liability of any other Member beyond such other Member's personal liability, if any, as set forth in the applicable loan documents. The provisions of Section 5.03 above shall not apply to the exercise by such Member or its Affiliate of such rights and remedies.

ARTICLE VIII
INDEMNIFICATION

8.01 Indemnification. Each Member or other Person who was named, is named, or is threatened to be a named a defendant or respondent to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal (hereinafter a "proceeding"), by reason of the fact that it, he or she, or a Person of whom it, he or she is the legal representative or Affiliate, is or was a Member, officer, employee or agent of Member Newco, or is or was serving at the request of Member Newco as a director, officer, governor, manager, partner, trustee, employee or agent of any other Person or employee benefit plan (hereinafter, an "Indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a Member, director, officer, governor, manager, partner, trustee, employee or agent, or in any other capacity while serving as a Member, director, officer, governor, manager, partner, trustee, employee or agent, shall be indemnified and held harmless by Member Newco to the fullest extent authorized by the Act against any obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), and reasonable expenses (including counsel fees) (hereinafter, "Losses") incurred by the Indemnitee in connection therewith and such indemnification shall continue as to a Person who has ceased to be a Member, director, governor, officer, manager, partner, trustee, employee or agent and shall inure to the benefit of its, his or her heirs, executors and administrators or successors and assigns. Notwithstanding the above statements, no indemnity shall be provided by Member Newco to any Indemnitee for any acts of gross negligence or willful misconduct of such Person nor for any Losses arising out of acts or omissions of any Indemnitee taking place, or events or circumstances occurring, prior to the date of this Agreement.

8.02 Expenses. The right to indemnification conferred in this Article VIII shall be a contract right and shall include the right to be reimbursed by Member Newco for the reasonable expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the Act requires, payment of such expenses incurred by Indemnitee shall be made only upon (a) the receipt of a written affirmation by the Indemnitee that the Indemnitee has met the required standard of conduct; (b) the receipt of a written undertaking, executed by or on behalf of the Indemnitee, to repay the advance if it is ultimately determined that it, he or she is not entitled to indemnification by Member Newco; and (c) a determination is made that the facts then known to those making the determination would not preclude indemnification under this Article VIII.

8.03 Insurance. As further described in Article X below, Member Newco shall maintain insurance, at its expense, to protect itself and any Indemnitee(s) against any Losses, whether or not Member Newco would have the power to indemnify the Indemnitee against such Losses under the Act.

ARTICLE IX
LIMITATION OF LIABILITY OF MEMBERS; MEMBER LISTS

9.01 Limitation on Liability. Except as set forth in this Agreement, each Member's liability shall be limited as set forth in the Act.

9.02 No Liability for Company Obligations. Except as set forth in this Agreement, no Member will have any personal liability for any debts or losses of Member Newco.

9.03 List of Members. Upon written request of any Member, Member Newco shall provide a list showing the names, addresses and Membership Interest of all Members and the other information required by the Act and maintained pursuant to
Section 14.02.

ARTICLE X
LIABILITY, PROPERTY AND CASUALTY INSURANCE

In addition to the insurance to be provided with respect to matters set forth in
Section 8.03 above, Member Newco shall maintain property and casualty insurance to provide adequate and necessary coverage for the assets of Member Newco and the Members with respect to their interests in Member Newco and the assets of Member Newco and the liabilities resulting therefrom and shall also cause the Company to maintain property and casualty insurance to provide adequate and necessary coverage for (i) the Project, the Real Estate and the assets of the Company and (ii) Member Newco with respect to its interests in the Project, the Real Estate, the Company and the assets of the Company and liabilities resulting therefrom. All insurance contracts to be entered into by Member Newco or the Company shall be negotiated by CBL Member, as the Managing Member, and shall be upon such terms of coverage and with such insurance carriers as CBL Member shall reasonably determine. In CBL Member's discretion, all or any such insurance contracts may be included as part of CBL Member's overall blanket policy or program. The Members agree that Member Newco and the Company shall not self-insure except for deductibles and self-insured retentions that are equivalent to or less than the levels of deductibles and/or self-insured retentions that are part of CBL Member's overall blanket policy or program.

ARTICLE XI
CAPITAL CONTRIBUTIONS TO MEMBER NEWCO

11.01 Members' Required Member Funding.

(a) Initial Contributions. As of the date of this Agreement, the unreturned Member Funding of each Member are as set forth opposite such Member's name on Exhibit B as such Member's Initial Contribution ("Initial Contributions"). Notwithstanding any provision in this Agreement to the contrary, neither the JG Members nor their respective Affiliates shall have any obligation under this Agreement to make any additional Member Funding to Member Newco beyond the JG Members' Initial Contribution and the JG Members Subsequent TA Contribution. For purposes of this Agreement, any Incoming Equalizing Contribution made by the JG Members Substitute Member in connection with a JG Members Exit Event pursuant to
Section 16.06(f) shall, from and after the date upon which such Incoming Equalizing Contribution is made, be treated for all purposes as an Initial Contribution by the JG Members Substitute Member.

(b) Mandatory Contributions. Subject to the provisions of this Agreement:

(i) Except as otherwise provided in this Section 11.01(b), CBL Member shall contribute as additional Member Funding (A) any and all

necessary equity funding that is set forth in an approved Pro Forma as equity contributions from Members/owners to fund any and all construction in connection with Future Development Activities; (B) any and all costs in excess of such amounts of necessary equity funding from Members/owners that do not rise to the level of a Material Development Deviation; and (C) any and all costs in excess of such equity funding necessary to complete such construction (construction cost overruns) that rise to the level of Material Development Deviations and for which the approvals required in Section 5.03 have been obtained (for purposes of this clause (i) and Section 5.03 above, CBL Member and its Affiliates shall be conclusively deemed to have approved any such costs with respect to Future Development Activities) (the funding referenced in subparagraphs (A), (B) and (C) hereof being collectively referred to herein as the "Construction Funds"). Such contributions of Construction Funds shall be in the form of cash or cash equivalents and such contributions may be contributed in installments when and as needed in CBL Member's reasonable judgment consistent with the applicable Pro Forma(s) and Development Schedule(s), Member Newco's lender's requirements and the needs of the Project. Notwithstanding the foregoing, from and after a JG Members Exit Event, any additional Member Funding of Construction Funds that CBL Member would thereafter, but for the operation of this sentence, have been required to make shall instead be made by CBL Member and the JG Members Substitute Member pro rata on the basis of their respective Capital Interests.

(ii) Except as provided in this Section 11.01(b), CBL Member shall contribute as additional Member Funding any and all amounts in order to fund Operating Deficits of Member Newco. Such contributions of funds to cover Operating Deficits shall be in the form of cash or cash equivalents and such contributions may be contributed in installments when and as needed in CBL Member's reasonable judgment consistent with the Pro Forma(s), the Development Schedule(s), the Operating Budget(s) and Member Newco's lender's requirements and the needs of the Project. Notwithstanding the foregoing, from and after a JG Members Exit Event, any additional Member Funding to fund Operating Deficits that CBL Member would thereafter, but for the operation of this sentence, have been required to make shall instead be made by CBL Member and the JG Members Substitute Member pro rata on the basis of their respective Capital Interests.

(iii) In the event that at any time from and after the date of this Agreement the sum of (A) the aggregate unreturned amount of Mandatory Contributions made by CBL Member to fund capital improvements to the Project (including allowances for tenant improvements) and (B) the aggregate amount of Mandatory Contributions made by CBL Member for all purposes other than funding capital improvements to the Project, whether returned or unreturned, equals or exceeds $30,000,000.00 (the "Maximum Required Funding"), CBL Member shall thereafter have no further obligation to make Mandatory Contributions for any purpose, until such time, if ever, that the sum of the amounts described in

clause (A) and clause (B) of this paragraph is less than the Maximum Required Funding, and then only to the extent that such sum is less than the Maximum Required Funding. For the avoidance of doubt, the following examples illustrate the operation of this
Section 4.3(b) (Examples 1 and 2 below assume that CBL Member Parent has not previously incurred any liability under this
Section 4.3 at the time of the example):

(1)  Example  1.  If  CBL  Member  had  made  $5,000,000  in
     unreturned Mandatory Contributions described in Section
     11.01(b)(iii)(A)  of this  Agreement  to  fund  capital
     improvements  to the Project and  $25,000,000  in other
     Mandatory Contributions and Non-Required Contributions,
     then CBL Member  would have no  further  obligation  to
     make  Mandatory  Contributions  unless and until Member
     Newco  returned  to CBL  Member all or a portion of the
     $5,000,000  in  Mandatory  Contributions  described  in

Section 11.01(b)(iii)(A) of this Agreement made by CBL Member in this Example 1;

(2) Example 2. If, after Example 1, Member Newco returned to CBL Member all of the $5,000,000 in Mandatory Contributions described in Section 11.01(b)(iii)(A) of this Agreement made by CBL Member in Example 1 and returned $7,000,000 of the $25,000,000 in other Mandatory Contributions and Non-Required Contributions made by CBL Member in Example 1, then CBL Member's obligation to make additional Mandatory Contributions would be limited to $5,000,000, i.e., the amount of Mandatory Contributions described in Section 11.01(b)(iii)(A) of this Agreement made by CBL Member in Example 1 and returned to CBL Member in this Example 2;

(3) Example 3. If, after Example 2, CBL Member made $5,000,000 in Mandatory Contributions described in
Section 11.01(b)(iii)(B), CBL Member would have no further obligation to make any Mandatory Contributions of any kind, whether or not Member Newco thereafter returned to CBL Member any Mandatory Contributions of any kind that CBL Member had previously made.

(iv) In the event that CBL Member or its Affiliate and/or any of the JG Members or their respective Affiliates are required to pay any amounts to the lender of any Construction Loan or Permanent Financing/Refinancing on account of any guarantee provided to such lender, the amount of any such payments (after adjusting as between the Members for any contribution received from or made to the other Member or the other Member's Affiliates, as contemplated by Section 3.04 above) shall be credited as Mandatory Contributions to the Capital Account of the Member who made or whose Affiliate made such payments to such lender.

(v) In the event that any of the current tenants of the Project listed on Exhibit I-B attached hereto claim from the Company after the date of this Agreement tenant allowances with respect to tenant improvements made by such tenants prior to

the date of this Agreement, the JG Members, pro rata, shall provide additional Member Funding, up to the respective amounts for each such tenant as set forth on Exhibit 1-2 attached hereto, promptly upon written notice from the Managing Member (the "JG Members Subsequent TA Contributions").

(vi) The additional Member Funding of CBL Member described in clauses
(i) and (ii) of this Section 11.01(b) are hereinafter referred to as "CBL Member Mandatory Contributions". If CBL Member defaults in its obligation to make any CBL Member Mandatory Contribution when and as required by this Section 11.01(b), the JG Members shall have the right, but not the obligation, in the JG Members' sole and absolute discretion, and without limiting the JG Members' other rights and remedies under Article XX below, upon ten (10) days' prior written notice to CBL Member, to make a Member Funding to Member Newco in an amount equal to the amount of the CBL Member Mandatory Contribution that CBL Member has failed to make (such Member Funding by the JG Members, a "JG Members Substituted Default Contribution"), if, by the end of such ten (10)-day period, CBL Member has not contributed the defaulted CBL Member Mandatory Contribution to Member Newco.

(vii) All additional Member Funding required to be made by CBL Member, and/or the JG Members Substitute Member hereunder and all JG Members Substituted Default Contributions that the JG Members elect to make hereunder and JG Members Subsequent TA Contributions that the JG Members are required to make hereunder may be made in the form of a capital contribution to Member Newco or a loan to Member Newco. All additional Member Funding required to be made by CBL Member and/or the JG Members Substitute Member under this Section 11.01 and all JG Members Substituted Default Contributions, if any, elected to be made by the JG Members under this Section 11.01 and all JG Members Subsequent TA Contributions required to be made by the JG Members under this Section 11.01 are collectively referred to herein as the "Mandatory Contributions". Any loan may be made by an Affiliate of a Member but only if such Affiliate is a wholly-owned subsidiary or wholly-owned entity of the Member. Any Mandatory Contributions made in the form of a capital contribution shall be credited to the Capital Account of the Member making such Mandatory Contribution and shall be entitled to a return equal to the Interest/Return, but shall not affect or modify the respective Profits Interests of any of the Members. Any Mandatory Contributions made in the form of a loan to Member Newco shall be unsecured, shall be evidenced by a non-negotiable promissory note, shall bear interest at a rate equal to the Interest/Return and shall be repaid only from Distributable Cash or Capital Events Distributions as set forth below.

11.02 Additional Non-Required Contributions. Except for the CBL Member Mandatory Contributions, the JG Members Subsequent TA Contributions and , from and after a JG Members Exit Event, the Mandatory Contributions of the JG Members Substitute Member, as set forth in Section 11.01, no Member shall be required to make any Member Funding or loans to Member Newco. To the extent requested by the Managing Member, from time to time, one (1) or more Members may be permitted to make

additional Member Funding or loans if and to the extent they so desire. In such event, the Members shall have the opportunity (but not the obligation) to participate in such Member Funding or loans on a pro rata basis in accordance with their Profits Interests. Any such additional contributions of capital or loans are referred to herein as the "Non-Required Contributions". If any Member shall decline to make such Non-Required Contributions, such declining Member shall not be deemed to be in default under this Agreement, and the other Members may make such Non-Required Contributions on behalf of the declining Members, but there shall be no change in any Member's Profits Interest. If a Member elects to make such Non-Required Contributions, however, such Member shall be entitled to either loan or contribute such funds to Member Newco. Any Non-Required Contributions made in the form of a capital contribution shall be credited to the contributing Member's Capital Account and shall be entitled to a return equal to the Interest/Return, but shall not affect or modify the respective Profits Interests of any of the Members. Any Non-Required Contributions made in the form of a loan to Member Newco shall be unsecured, shall be evidenced by a non-negotiable promissory note, shall bear interest at a rate equal to the Interest/Return and shall be repaid from Distributable Cash or Capital Events Distributions as set forth below.

11.03 No Third-Party Rights. This Agreement is not intended to create and/or confer, and shall not be construed to create and/or confer (directly, indirectly, contingent or otherwise), any rights or benefits (including but not limited to any right to require any additional contributions or loans to Member Newco by the Members, and/or any so-called third-party beneficiary rights) on any Person who is not a Member or Affiliate of a Member.

11.04 Member Construction Loans not Member Funding. Member Constructions Loans and accrued and unpaid interest thereon shall not be deemed to be either Initial Contributions, Mandatory Contributions, or Non-Required Contributions.

11.05 No Further Assessments on Membership Interests. Except as set forth in this Agreement, the Members are not subject to any further assessments of their Membership Interests. All Membership Interests of the Members, when first issued and paid for as described herein, shall be fully paid and nonassessable, subject to the provisions of this Article XI.

ARTICLE XII
DISTRIBUTIONS TO MEMBERS

12.01 Distributions of Distributable Cash. Subject to the provisions of Article XI above, all Distributable Cash shall be distributed to the Members on a periodic basis but not less frequently than quarterly in the following amounts and in the following order of priority:

(a) To the Members, as an advance on distributions, if any, described in clauses
(b) through (k) of this Section 12.01, until each Member has received an amount of Distributable Cash that is equal to (i) forty percent (40%) of the amount of net taxable income (other than long term capital gains) allocated to such Member for the previous taxable year of Member Newco and (ii) twenty percent (20%) of any long term capital gains allocated to such Member for the previous taxable year of Member Newco (such distribution to the Members for a given period being collectively referred to herein as the "Tax Distribution"). For purposes of this Agreement, there shall be no Tax Distribution for Member Newco's 2005 taxable year and Tax Distribution shall commence with Member Newco's 2006 taxable year

and the first of such Tax Distributions shall equal forty percent (40%) of the amount of net taxable income allocated to such for Member Newco's 2005 taxable year but only for the period from the date of this Agreement to the end of Member Newco's 2005 taxable year and allocations of net taxable income of Member Newco that relate to the period from January 1, 2005 to the date of this Agreement shall be disregarded hereunder;

(b) From and after the second anniversary of the date of this Agreement, the balance, if any, to the JG Members, pro rata, to the extent of the accrued and unpaid Interest/Return on the Shortfall;

(c) From and after the second anniversary of the date of this Agreement, the balance, if any, to the JG Members, pro rata, to the extent of any unreturned Shortfall;

(d) The balance, if any, to the respective Members, in proportion to each Member's pro rata share of the accrued and unpaid Interest/Return on the aggregate unreturned Mandatory Contributions of all of the Members, to the extent of any accrued and unpaid Interest/Return on unreturned Mandatory Contributions;

(e) The balance, if any, to the respective Members, in proportion to each Member's pro rata share of the aggregate unreturned Mandatory Contributions of all of the Members, to the extent of any unreturned Mandatory Contributions;

(f) The balance, if any, to the respective Members, in proportion to each Member's pro rata share of the accrued and unpaid Interest/Return on the aggregate unreturned Non-Required Contributions of all of the Members, to the extent of any accrued and unpaid Interest/Return on unreturned Non-Required Contributions;

(g) The balance, if any, to the respective Members, in proportion to each Member's pro rata share of the aggregate unreturned Non-Required Contributions of all of the Members, to the extent of any unreturned Non-Required Contributions;

(h) The balance, if any, to CBL Member, to the extent of any accrued and unpaid Interest/Return on any unreturned Initial Contribution of CBL Member;

(i) The balance, if any, to CBL Member, to the extent of any unreturned Initial Contribution of CBL Member;

(j) The balance, if any, to the JG Members, pro rata, to the extent of any unreturned Initial Contribution of the JG Members; and

(k) The balance, if any, to the Members, as follows:

the JG Members (pro rata, in the aggregate) fifty percent (50%) CBL Member fifty percent

(50%)

12.02 Capital Events Distributions. Subject to the provisions of Article XI and
Section 12.01 above, all Capital Events Distributions shall be made to the Members in the same manner as set forth in Section 12.01 above.

12.03 Distribution of Incoming Equalizing Contribution to CBL Member. The entire amount of any Incoming Equalizing Contribution shall be distributed by Member Newco to CBL Member and shall be applied to reduce (as to CBL Member only) the unpaid and/or unreturned amounts described in clauses (d) through (i) of Section 12.01 in reverse order.

12.04 Limitation Upon Distributions. No distributions shall be made to Members if prohibited by the Act.

ARTICLE XIII
ALLOCATIONS OF NET PROFITS AND NET LOSSES

13.01 Net Profits. Net Profits shall be allocated for each Fiscal Year to the Members as follows, except as otherwise required by the relevant provisions of the Code including but not limited to Subchapter K and the Treasury Regulations applicable thereto:

(a) First, to each Member in an amount of the "unrecovered" Net Losses allocated to such Member under Section 13.02(a) and Section 13.02(b) below, pro rata in reverse order according to the amount of such "unrecovered" Net Losses as between the Members;

(b) The balance, if any, to the JG Members, pro rata, to the extent of any Interest/Return on any unreturned Shortfall distributed pursuant to Section 12.01(b);

(c) The balance, if any, to the respective Members, in proportion to each Member's pro rata share of the Interest/Returns on the aggregate unreturned Mandatory Contributions of all of the Members, to the extent of any Interest/Return on such unreturned Mandatory Contributions distributed pursuant to Section 12.01(d);

(d) The balance, if any, to the respective Members, in proportion to each Member's pro rata share of the Interest/Returns on the aggregate unreturned Non-Required Contributions of all of the Members, to the extent of any Interest/Return on such unreturned Non-Required Contributions distributed pursuant to Section 12.01(f);

(e) The balance, if any, to CBL Member, to the extent of any Interest/Return on any unreturned Initial Contributions of CBL Member distributed pursuant to
Section 12.02(h); and

(f) The balance, if any, to the Members, as follows:

the JG Members (pro rata, in the aggregate) fifty percent (50%) CBL Member fifty percent

(50%)

For purposes hereof, the term "unrecovered" Net Losses means Net Losses allocated to a Member for a Fiscal Year for which such Member has not received a corresponding Net Profits allocation in a subsequent Fiscal Year. Once such allocation of Net Profits is made to a Member equivalent to all or any portion of previously allocated Net Losses, such amounts of Net Losses shall no longer be deemed "unrecovered".

13.02 Net Losses. Subject to Section 13.03 below, Net Losses shall be allocated for each Fiscal Year to the Members as follows, except as otherwise required by the relevant provisions of the Code including but not limited to Subchapter K and the Treasury Regulations applicable thereto:

(a) First, to each Member until the aggregate Net Losses allocated pursuant to this Section 13.02(a) for the current Fiscal Year and all previous Fiscal Years is equal to the aggregate amount of Net Profits allocated pursuant to Sections 13.01(b)-(f) in reverse order;

(b) Second, to the JG Members, pro rata, until the aggregate Net Losses allocated pursuant to this Section 13.02(b) for the current Fiscal Year and all previous Fiscal Years is equal to the amount of the unreturned Shortfall;

(c) Third, to each Member until the aggregate Net Losses allocated pursuant to this Section 13.02(c) for the current Fiscal Year and all previous Fiscal Years is equal to the amount of the unreturned Mandatory Contributions, Non-Required Contributions, and Initial Contributions credited to each Member's Capital Account in the same proportion that each Member's respective contribution bears to the total of all Member's contributions to each category of Member Funding in reverse order; and

(d) The balance, if any, to the Members, as follows:

the JG Members (pro rata, in the aggregate) fifty percent (50%) CBL Member fifty percent

(50%)

13.03 2005 Fiscal Year. For Member Newco's 2005 Fiscal Year, Net Profits and Net Losses from and including January 1, 2005 to and including the date of this Agreement shall be allocated one hundred percent (100%) to the JG Members, pro rata, and Net Profits and Net Losses after the date of this Agreement through and including December 31, 2005 shall be allocated as set forth in Sections 13.01 and 13.02, respectively.

ARTICLE XIV

BOOKS AND RECORDS

14.01 Accounting Period. Member Newco's accounting period shall be the Fiscal Year.

14.02 Records and Reports. Member Newco shall keep at its principal place of business and at the Project the following records:

(a) A current list of the full name and last-known address of each Member;

(b) A current list of the full name and last-known address of each assignee of any Member's rights to Distributable Cash or other property of Member Newco and a description of the rights assigned;

(c) A copy of the Articles of Organization;

(d) Copies of this Agreement and any agreements concerning classes or series of Membership Interests;

(e) Copy of Member Newco's federal, state and local income tax returns and reports, if any, for the three (3) most recent Fiscal Years;

(f) Copies of Member Newco's financial statements for all Fiscal Years from Member Newco's inception, which statements must include a balance sheet as of the end of such year and an income statement for such year, and accounting records of Member Newco;

(g) Records of all proceedings of Members, if any;

(h) Any written consents obtained from Members under the Act;

(i) A statement of all contributions accepted by and all Member loans made to Member Newco, the identity of the contribution and the agreed value of the contribution and the amount of all such Member loans; and

(j) A copy of all contribution agreements and loan agreements and/or promissory notes or similar instruments executed by Member Newco in favor of any Member.

14.03 Inspection of Records by Members. A Member shall have the right to inspect and copy, during regular business hours at Member Newco's principal executive office, the books and records described in Section 14.02 upon the Member giving Member Newco written notice not less than five (5) Days prior to the date the Member wishes to inspect and copy.

14.04 Tax Returns. The Managing Member shall cause the Accountants to prepare and timely file all tax returns required to be filed by Member Newco pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which Member Newco does business. Prior to filing such returns, the Managing Member shall provide drafts of such returns, or pertinent information therefrom, to the Members on or prior to March 1 of each Fiscal Year for review by such Members. The Members shall provide comments to Member Newco on such draft returns within seven (7) Days after receiving them. CBL Member shall use its reasonable good faith efforts to cause a delivery of K-1 forms to the Members by March 15 of each Fiscal Year. CBL Member shall provide each Member with CBL Member's reasonable good faith estimate of the projected taxable income and projected debt allocation to each Member for the next Fiscal Year by December 1 of each Fiscal Year.

14.05 Financial Statements. The Managing Member, shall deliver to the Members copies of unaudited internal annual financial statements as soon as available and in any event within thirty (30) Days after the close of each Fiscal Year of Member Newco and copies of audited annual financial statements as soon as available and in any event within ninety (90) Days after the close of the Fiscal

Year of Member Newco, including in each case a balance sheet as of the end of such Fiscal Year and the related statement of income for such Fiscal Year, in each case setting forth in comparative form the figures for the preceding Fiscal Year and each prepared according to GAAP.

ARTICLE XV
TERMINATION OF MEMBERSHIP INTEREST

15.01 Termination of Interest. Subject to Article XX of this Agreement, a Member's continued membership in Member Newco shall terminate upon the: (a) acquisition of the Member's complete Membership Interest by Member Newco; (b) bankruptcy of the Member; (c) dissolution of the Member; (d) a merger in which Member Newco is not the surviving entity; (e) an attempt by the Member to withdraw or retire from being a Member in violation of Section 15.02 below; or
(f) the occurrence of any other event under the Act or applicable law that terminates the continued membership of the Member in Member Newco.

15.02 Withdrawal. Notwithstanding the foregoing, a Member shall not have the right under this Agreement to withdraw or retire from being a Member, to assign all or any portion of the Member's Membership Interest except as provided in Article XVI and Article XX hereof, to voluntarily become bankrupt, to voluntarily dissolve, or to otherwise voluntarily terminate the Member's Membership Interest, each of which is an Event of Default under Article XX of this Agreement. Nothing in this Section 15.02 shall prejudice the rights or remedies of the Members under Article XX.

15.03 Effect of Termination of Membership. If for any reason the continued membership of a Member is terminated, then, if such termination causes an Event of Dissolution, but the business of Member Newco is continued as provided in
Section 17.02 of this Agreement, unless otherwise approved by the Members (other than the Member whose membership has been terminated) by a Majority Vote, a Member whose status as a Member is terminated, regardless of whether or not such termination was a result of a voluntary act by such Member, shall have only the right to receive distributions of Distributable Cash or Capital Events Distributions and shall thereafter no longer be or be deemed to be a Member. Additionally, if for any reason the continued membership of a Member is terminated, then (i) if such Member whose Membership Interest is terminated is the Managing Member, the Member shall immediately cease being the Managing Member, and (ii) such Member's voting rights shall terminate, subject to the provisions of Section 20.04 below.

ARTICLE XVI
TRANSFERS OF MEMBERSHIP INTERESTS AND RESTRICTIONS ON
TRANSFERS; IMPASSE PROVISIONS; PLEDGE OF MEMBERSHIP INTERESTS

16.01 Definition of "Assignment". For purposes of this Article, the words "assign" or "assignment" when used in the context of the assignment of all or any portion of a Member's Membership Interest, shall mean and include any transfer, alienation, sale, assignment, pledge, grant of security interest, lien or encumbrance, or other disposition, whether voluntarily or by operation of law.

16.02 Restriction on Assignment. Except as expressly permitted in this Article XVI, no Member shall assign all or any part of its Membership Interest in Member Newco. Any attempted assignment of all or any portion of a Membership Interest other than as permitted in this Article XVI shall be null and void and shall have no effect whatsoever.

16.03 Exempt Assignments.

(a) Subject to the provisions of Sections 16.06 and 16.07 which shall be applicable to all assignments of Membership Interests, the prohibition on assignments set forth in Section 16.02 above shall not apply to an assignment of all or any part of a Membership Interest of any Member:

(i) to any of the other Members or a wholly-owned Affiliate of a Member;

(ii) to family partnerships, family trusts, family limited liability companies or similar family entities so long as such Member or its principals continue to Control such Membership Interests and either the proposed transferee has sufficient net worth to cover any funding obligations of the transferring Member or the transferring Member agrees to and does guarantee the funding obligations of the proposed transferee;

(iii) With respect to the JG Members, to (A) any entity Controlled by Richard E. Jacobs, any JG Member, or Jacobs Realty Investors Limited Partnership; or (B) to a trust Controlled by the transferor or a trust benefiting any one or more Persons who bear the following family relationship to Richard E. Jacobs: (1) children (natural and adopted) and their natural and adopted descendants; (2) stepchildren and their natural and adopted descendants; (3) siblings and their natural and adopted descendants; or (4) a spouse of any Person described in subclause (1), (2) or (3);

(iv) where such assignments are part of a merger, consolidation or sale of all or substantially all of the assets or stock of a JG Member and/or its Affiliates or of CBL Member and/or its Affiliates;

(v) where such assignments are pursuant to the admission of an additional member(s) to Member Newco in accordance with this Agreement; and/or

(vi) where such assignments are pursuant to transfers set forth in Sections 16.04, 16.05, Article XVII and/or Section 20.03 below.

In the event of any assignment permitted hereunder, the transferring Member shall provide written notice of such assignment to all of the Members and, if required, Member Newco's lender and shall take commercially reasonable steps so as to minimize, if practical, the possibility of termination under Section 708 of the Code.

(b) For purposes of clauses (ii), (iii) and (iv) of Section 16.03(a) above:

(i) any Person having a right to revoke the trust in whole or in part shall be regarded as the beneficiary of the portion of the trust such Person has the right to revoke;

(ii) to the extent that more than one trustee is acting for a single trust, such trustees shall deliver to the Managing Member a written designation of one of them as their representative to Member Newco;

(iii) if, in case of clause (ii), the trustees fail to so designate a representative, their representative shall be such one of them as the Managing Member shall designate by written designation delivered to all of them from time to time;

(iv) all acts permitted to be taken by and all communications to be given to the owner of a Membership Interest in Member Newco shall be taken by or given to such representative with respect to the Membership Interest in Member Newco owned by the trust of which such representative is a trustee; and

(v) any action taken by such a representative shall be deemed to be the act of and shall be binding upon each trust owning a Membership Interest in Member Newco for which such representative is trustee or is designated to act.

(c) The restrictions on assignments set forth in this Article XVI shall apply to assignments of equity interests in a Member, provided that:

(i) any assignment of equity interests in a Member to a Person described in clauses (i), (ii) or (iii) of Section 16.03(a) that would be permitted if such assignment were an assignment of all or any part of the Membership Interest of a Member shall also be permitted hereunder, as long as, after giving effect to such assignment, CBL Member Parent continues to Control CBL Member (in the case of an assignment of equity interests in CBL Member) and Richard E. Jacobs continues to Control the JG Member during his lifetime (in the case of an assignment of equity interests in any JG Member);

(ii) the restrictions on assignments set forth in this Article XVI shall not apply to any assignment of not more than fifteen percent (15%) of the equity interests in any JG Member to a third party or third parties who is not a Person described in clause (i) of this Section 16.03(c), as long as Richard E. Jacobs continues to Control the JG Member during his lifetime;

(iii) the restrictions on assignments set forth in this Article XVI shall not apply to any assignment of not more than fifteen percent (15%) of the equity interests in CBL Member to a third party or third parties who is not a Person described in clause
(i) of this Section 16.03(c), as long as CBL Member Parent, continues to Control CBL Member; and

(iv) the restrictions on assignments set forth in this Article XVI shall not apply to the sale or issuance of equity interests of CBL Member Parent or any Person that Controls CBL Member Parent or to any merger, consolidation or sale of all of the assets or partnership interests of CBL Member Parent or any Person that Controls CBL Member Parent.

The parties hereto agree that neither party may transfer or issue or allow the transfer or issuance of equity interests in such Member in such manner as to violate the purposes of the transfer restrictions under this Article XVI. Upon the assignment of a Membership Interest of any Member to such Member's successor in an assignment permitted under this Article XVI, and the assumption by such successor of the assigning Member's obligations under this Agreement with respect to the Membership Interest so assigned, and the delivery to the other Members of a true and complete copy of the assignment and assumption agreement(s), such successor shall, upon such assignment and assumption, be considered a Member and may exercise all of such Member's rights.

16.04 Mandatory Buy/Sell on Impasse.

(a) Impasse. Except as otherwise set forth in this Agreement, any dispute or disagreement arising between the Members in connection with any decision set forth in this Agreement that requires the unanimous approval of the Members under Section 5.03, which is not settled to the mutual satisfaction of CBL Member and the JG Members shall constitute an "Impasse," except that no dispute or disagreement arising between CBL Member and the JG Members with respect to matters referred to in Section 5.03(a) shall be an Impasse for purposes of this
Section 16.04 before the January 1, 2008. Either Member (the "Impasse Notice Sender") may notify the other Member(s) that are not Affiliates of the Impasse Notice Sender (the "Impasse Notice Recipient"; for purposes of this Section 16.04, if CBL Member is the Impasse Notice Sender, references to the Impasse Notice Recipient will be deemed to refer to the JG Members collectively) that an Impasse exists (the "Initial Impasse Notice") and that, unless the Impasse Notice Recipient shall provide its approval of the item in question, the Impasse Notice Sender may invoke the provisions of this Section 16.04. The Impasse Notice Recipient shall have (i) thirty (30) Days in the event of all matters other than an Impasse with respect to matters described in Sections 5.03(b),
(c), (g), or (h) above (each, an "Expedited Impasse Event"), as set forth in subclause (ii) of this sentence; or (ii) ten (10) Days in the case of an Expedited Impasse Event, within which to either (x) note its continuing disapproval of the item in question, or (y) provide its consent to, approval of or agreement with the position of Impasse Notice Sender as to the decision or matter creating the Impasse. In the event the Impasse Notice Recipient does not respond to the Initial Impasse Notice within such 30-Day period or 10-Day period, as the case may be, the Impasse Notice Recipient shall be deemed to have consented to or approved of the decision or matter creating the Impasse in accord with the Impasse Notice Sender. If the Impasse Notice Recipient shall respond within such 30-Day or 10-Day period, as the case may be, by notifying the Impasse Notice Sender that the Impasse Notice Recipient continues to disapprove of the item in question, then either the Impasse Notice Sender or the Impasse Notice Recipient may thereupon give the other an Impasse Offer Notice as referenced below. If a Member gives the Initial Impasse Notice as provided in this Section 16.04, the other Member shall no longer have any right to give an Initial Impasse Notice with respect to the same Impasse.

(b) Put/Call on Impasse. In the event that an Impasse occurs and the Initial Impasse Notice has been sent to the Impasse Notice Recipient and the Impasse Notice Recipient has responded within the applicable time parameters set forth above with a response setting forth its continued disapproval of the item in question, then either the Impasse Notice Sender or the Impasse Notice Recipient (the "Impasse Initiator") may give written notice (the "Impasse Offer Notice") to the other (the "Impasse Respondent"; for purposes of this Section 16.04, if CBL Member is the Impasse Initiator, references to the Impasse Respondent will be deemed to refer to the JG Members collectively), setting forth the Impasse Initiator's estimation of the aggregate asset value of the Project (net of any outstanding Constructions Loans and/or Permanent Financing/Refinancing) (the "Impasse Project Value") and stating the Impasse Initiator's intent to buy all, but not less than all, of the Impasse Respondent's and its Affiliates', if any, Membership Interest, whereupon the provisions set forth in this Section 16.04(b) and Section 16.04(c) shall apply. Notwithstanding the foregoing, if both CBL Member and the JG Members, or Affiliates of each of CBL Member and the JG Members, are also members or other equity holders in the Outparcel Venture or any other Entity that directly or indirectly owns or leases any real property that is contiguous with the Project, no Impasse Offer Notice shall be effective unless a contemporaneous notice is given under any comparable provision of any operating, partnership or similar agreement with respect to such real property between CBL Member and the JG Members, or their respective Affiliates, as the case may be.

(i) Purchase Price. The Impasse Project Value shall provide the basis for determining the cash purchase price at which the Impasse Initiator would be willing to purchase the Membership Interests of the Impasse Respondent and its Affiliates (the "Impasse Initiator Offer Price") and the cash purchase price at which the Impasse Respondent may elect to acquire the Membership Interests of the Impasse Initiator and its Affiliates (the "Impasse Respondent Purchase Price") as follows:

(A) The Impasse Initiator Offer Price shall be an amount equal to the amount that would be distributed to the Impasse Respondent and its Affiliates upon a Capital Events Distribution in an amount equal to the Impasse Project Value

(B) The Impasse Respondent Purchase Price shall be an amount equal to the amount that would be distributed to the Impasse Initiator and its Affiliates upon a Capital Events Distribution in an amount equal to the Impasse Project Value.

(ii) Exercise of Impasse Put/Call. Upon receipt of the Impasse Offer Notice, the Impasse Respondent and its Affiliates, if any, shall then be obligated either :

(X) To sell to the Impasse Initiator for cash the entire Membership Interest of the Impasse Respondent and its Affiliates, if any, in Member Newco for the Impasse Initiator Offer Price, as described above and subject to adjustments as provided in Section 16.04(c) below;

(Y) To purchase the entire Membership Interest of the Impasse Initiator and its Affiliates, if any, in Member Newco for the Impasse Respondent Purchase Price, as described above and subject to adjustments as provided in Section 16.04(c) below; or

(Z) To consent to, approve of or agree with the position of the Impasse Initiator as to the decision or matter creating the Impasse.

(iii) The Impasse Respondent shall notify the Impasse Initiator of its election within (x) thirty (30) Days after the date of receipt of the Impasse Offer Notice as to any Impasse that occurs with respect to any matter other than an Expedited Impasse Event, or (y) ten (10) Days after the date of receipt of the Impasse Offer Notice as to any Impasse that occurs relating to an Expedited Impasse Event. Failure of a Impasse Respondent to give the Impasse Initiator notice that such Impasse Respondent has elected to proceed under Section 16.04(b)(ii)(Y) or Section 16.04(b)(ii)(Z) above shall be conclusively deemed to be an election under Section 16.04(b)(ii)(X) (i.e., to sell).

(iv) If the Impasse Respondent timely notifies the Impasse Initiator that such Impasse Respondent has elected to proceed under Section 16.04(b)(ii)(Z), the Impasse shall be deemed resolved, and neither the Impasse Initiator nor the Impasse Respondent shall be required or entitled to purchase the other's Membership Interest or sell its own Membership Interest pursuant to this Section 16.04 with respect to the resolved Impasse. If the Impasse Respondent timely notifies the Impasse Initiator that such Impasse Respondent has elected to proceed under Section 16.04(b)(ii)(X) or Section 16.04(b)(ii)(Y), or if the Impasse Respondent is deemed to have elected to proceed under Section 16.04(b)(ii)(X), then the Impasse Initiator shall have a further fifteen (15) Days after receipt of such notice or the effective date of such deemed election to notify the Impasse Respondent that the Impasse Initiator consents to, approves of or agrees with the position of the Impasse Respondent as to the decision or matter creating the Impasse. If the Impasse Initiator timely so notifies the Impasse Respondent, the Impasse shall be deemed resolved, and neither the Impasse Initiator nor the Impasse Respondent shall be required or entitled to purchase the other's Membership Interest or sell its own Membership Interest pursuant to this Section 16.04 with respect to the resolved Impasse. If the Impasse Initiator does not timely so notify the Impasse Respondent, the parties shall proceed pursuant to the foregoing election or deemed election of the Impasse Respondent.

(c) Closings.

(i) Location and Time Periods. The closing of any sale of a Membership Interest in Member Newco pursuant to this Section 16.04 shall be held at the principal offices of Member Newco, unless otherwise mutually agreed, on a mutually acceptable date not more than ninety (90) Days after (A) the receipt by the Impasse Initiator of the written notice of election by the Impasse Respondent, or (B) after the expiration of the time within which the Impasse Respondent must so elect, as provided in
Section 16.04(b)(iii).

(ii) Closing Adjustments. At the closing, any closing adjustments as set forth in the Impasse Offer Notice (and if not so designated in the Impasse Offer Notice then those adjustments which are then usual and customary in Raleigh, North Carolina) shall be made between the purchasing party and the selling party as of the date of closing. Any Member transferring its Membership Interest shall transfer such Membership Interest free and clear of any liens, encumbrances or any interests of any third party and shall execute or cause to be executed any and all documents required to fully transfer such Membership Interest to the acquiring Member including, but not limited to, any documents necessary to evidence such transfer, and all documents required to release the interest of any other party who may claim an interest in such Member's Membership Interest. Any monetary default or obligation of the selling Member must be cured out of the proceeds from such sale at the closing. Following the date of closing, the selling Member shall have no further rights to any distributions of Distributable Cash or Capital Events Distributions, and all such rights shall vest in the selling Member's transferee.

16.05 Right of First Refusal; Buy/Sell.

(a) Right of First Refusal. No transfer of any Membership Interests shall be permitted under this Section 16.05(a) before January 1, 2008. If, at any time after December 31, 2007, a Member shall desire to transfer all (and not less than all) of its Membership Interest (which shall include its Affiliates' Membership Interest, if any) to any Person and such transfer is not an exempt assignment pursuant to Section 16.03 above nor a transfer otherwise permitted under this Article XVI, then, in such event and subject to the rights of the Non-Transferring Members set forth in this Section 16.05(a), said Member (the "Transferring Member", which term shall include said Member's Affiliates holding a Membership Interest) may transfer its Membership Interest to such third party (the "Third-Party Purchaser") only after compliance with the procedures of this
Section 16.05(a). The Transferring Member shall give written notice (the "RoFR Notice") to the other Members that are not Affiliates of the Transferring Member (the "Non-Transferring Members"; for the purposes of this Section 16.05(a), if CBL Member is the Transferring Member, references to the Non-Transferring Members will be deemed to refer to the JG Members collectively) of its intent to transfer its Membership Interest and the Third-Party Purchaser to whom it desires or intends to transfer same, the terms of such proposed purchase

including the price to be paid, method of payment and any contingencies or other material provisions of such proposed purchase, and the time parameters within which said transfer is to take place. Notwithstanding the foregoing, if both CBL Member and the JG Members, or Affiliates of each of CBL Member and the JG Members, are also members or other equity holders in the Outparcel Venture or any other Entity that directly or indirectly owns or leases any real property that is contiguous with the Project, no RoFR Notice shall be effective unless a contemporaneous notice is given under any comparable provision of any operating, partnership or similar agreement with respect to such real property between CBL Member and the JG Members, or their respective Affiliates, as the case may be. The Non-Transferring Members shall have sixty (60) Days from the date of their receipt of the RoFR Notice (the "RoFR Period") to elect to purchase all and not less than all of the Transferring Member's Membership Interest for the price upon which said Third-Party Purchaser is willing to pay for said Membership Interest. In the event the Non-Transferring Members either elect not to purchase the Transferring Member's Membership Interest or do not notify the Transferring Member in writing of their decision by the end of the RoFR Period referred to above, then the Transferring Member may, for a period of one-hundred twenty
(120) Days after the end of the RoFR Period referred to above, transfer the referenced Membership Interest to the Third-Party Purchaser but only upon such terms as are substantially similar to the terms at which said Membership Interest was offered to the Non-Transferring Members. If the Transferring Member shall not have closed on the transfer of the referenced Membership Interest to said Third-Party Purchaser within said 120-Day period, said transfer shall once again become subject to the terms and conditions of this Section 16.05(a), the Transferring Member shall be required to once again to comply with the procedures set forth in this Section 16.05(a), and the Transferring Member shall be precluded from giving another RoFR Notice under this Section 16.05(a) for a period of six (6) months following the expiration of said 120-Day period. In the event the Non-Transferring Member(s) exercise their right to purchase the Membership Interest of the Transferring Member, the closing of said transaction shall occur no later than one-hundred twenty (120) Days from the end of the RoFR Period referenced above. Notwithstanding the provision of this Section 16.05(a), in the event that during the RoFR Period the Third-Party Purchaser shall revoke its offer to purchase or the Transferring Member shall determine to not accept the offer of the Third-Party Purchaser, then the Transferring Member shall be entitled to revoke, in writing, the RoFR Notice and the Non-Transferring Members shall not have the right to purchase the Transferring Member's Membership Interest on the terms of such RoFR Notice.

(b) Buy/Sell.

(i) No transfer of any Membership Interests shall be permitted under this Section 16.05(b) before January 1, 2008. At any time after December 31, 2007, a Member (the "Buy/Sell Initiator") may give written notice (the "Buy/Sell Offer Notice") to the other Members that are not Affiliates of the Buy/Sell Initiator (the "Buy/Sell Respondent"; for the purposes of this Section 16.05(b), if CBL Member is the Buy/Sell Initiator, references to the Buy/Sell Respondent will be deemed to refer to the JG Members collectively), setting forth the Buy/Sell Initiator's intent to buy all, but not less than all, of the Membership Interests of the Buy/Sell Respondent and its Affiliates, if any, whereupon the provisions set forth in this Section 16.05(b) shall apply. Notwithstanding the foregoing, if both CBL Member and the JG Members, or Affiliates of each of CBL Member and the JG Members, are also members or other equity holders in the Outparcel Venture or any other Entity that directly or indirectly owns or leases any real property that is contiguous with the Project, no Buy/Sell Offer Notice shall be effective unless a contemporaneous notice is given under any comparable provision of any operating, partnership or similar agreement with respect to such real property between CBL Member and the JG Members, or their

respective Affiliates, as the case may be. If a Member gives a Buy/Sell Offer Notice as provided in this paragraph, the other Member shall no longer have any right to give its own Buy/Sell Offer Notice under this paragraph while a sale or purchase of a Membership Interest under this Section 16.05(b) pursuant to such Buy/Sell Offer Notice is pending.

(A) Purchase Price. The Buy/Sell Initiator shall specify in its Buy/Sell Offer Notice the Buy/Sell Initiator's estimation of the aggregate asset value of the Project (net of any outstanding Constructions Loans and/or Permanent Financing/Refinancing) (the "Buy/Sell Project Value"). The Buy/Sell Project Value shall provide the basis for determining the cash purchase price at which the Buy/Sell Initiator would be willing to purchase the Membership Interests of the Buy/Sell Respondent and its Affiliates (the "Buy/Sell Initiator Offer Price") and the cash purchase price at which the Buy/Sell Respondent may elect to acquire the Membership Interests of the Buy/Sell Initiator and its Affiliates (the "Buy/Sell Respondent Purchase Price") as follows:

(I) The Buy/Sell Initiator Offer Price shall be an amount equal to the amount that would be distributed to the Buy/Sell Respondent and its Affiliates upon a Capital Events Distribution in an amount equal to the Buy/Sell Project Value.

(II) The Buy/Sell Respondent Purchase Price shall be an amount equal to the amount that would be distributed to the Buy/Sell Initiator and its Affiliates upon a Capital Events Distribution in an amount equal to the Buy/Sell Project Value.

(B) Exercise of Buy/Sell. Upon receipt of the Buy/Sell Offer Notice, the Buy/Sell Respondent shall then be obligated either:

(I) To sell to the Buy/Sell Initiator for cash the entire

     Membership  Interest of the Buy/Sell Respondent and its
     Affiliates,  if any, in Member  Newco for the  Buy/Sell
     Initiator  Offer Price,  as described above and subject
     to adjustments  as provided in Section  16.05(b)(ii)(B)
     below; or

(II) To  purchase  the  entire  Membership  Interest  of the

Buy/Sell Initiator and its Affiliates, if any, in Member Newco for the Buy/Sell Respondent Purchase Price, as described above and subject to adjustments as provided in Section 16.05(b)(ii)(B) below.

(C) The Buy/Sell Respondents shall notify the Buy/Sell Initiator of their election within thirty (30) Days after the date of receipt of the Buy/Sell Offer Notice. Failure of Buy/Sell Respondents to give the Buy/Sell Initiator notice that such Buy/Sell Respondents have elected to proceed under Section 16.05(b)(i)(B)(II) above shall be conclusively deemed to be an election under Section 16.05(b)(i)(B)(I) (i.e., to sell).

(ii) Closings.

(A) Location and Time Periods. The closing of any sale of a Membership Interest in Member Newco pursuant to this Section 16.05(b) shall be held at the principal offices of Member Newco, unless otherwise mutually agreed, on a mutually acceptable date not more than ninety (90) Days after (1) the receipt by the Buy/Sell Initiator of the written notice of election by the Buy/Sell Respondent, or (2) after the expiration of the time within which the Buy/Sell Respondents must so elect, as provided in Section 16.05(b)(i)(C).

(B) Closing Adjustments. At the closing, any closing adjustments as set forth in the Buy/Sell Offer Notice (and if not so designated in the Buy/Sell Offer Notice then those adjustments which are then usual and customary in Raleigh, North Carolina) shall be made between the purchasing party and the selling party as of the date of closing. Any Member transferring its Membership Interest shall transfer such Membership Interest free and clear of any liens, encumbrances or any interests of any third party and shall execute or cause to be executed any and all documents required to fully transfer such Membership Interest to the acquiring Member including, but not limited to, any documents necessary to evidence such transfer, and all documents required to release the interest of any other party who may claim an interest in such Member's Membership Interest. Any monetary default or obligation of the selling Member must be cured out of the proceeds from such sale at the closing. Following the date of closing, the selling Member shall have no further rights to any distributions of Distributable Cash or Capital Event Distributions, and all such rights shall vest in the selling Member's transferee.

16.06 Conditions of Assignments. Prior to any assignee of a Membership Interest becoming a Member, the following conditions must have been satisfied:

(a) The assignor, his legal representative or authorized agent must have executed a written instrument of assignment of such Membership Interest in form and substance reasonably satisfactory to the Members;

(b) The assignee must have executed a written agreement, in form and substance reasonably satisfactory to the Members, to assume all of the duties and obligations of the assignor under this Agreement with respect to the assigned Membership Interest and to be bound by and subject to all of the terms and conditions of this Agreement;

(c) The assignor, his legal representative or authorized agent, and the assignee must have executed a written agreement, in form and substance reasonably satisfactory to the Members, to indemnify and hold Member Newco and the Members harmless from and against any loss or liability arising out of the assignment;

(d) The assignee must have executed such other documents and instruments as the Members may deem necessary to effect the admission of the assignee as a Member; and

(e) The assignee (if not previously a Member of Member Newco) or the assignor must have paid the expenses incurred by Member Newco in connection with the admission of the assignee to Member Newco.

(f) In the case of an assignment to a Third-Party Purchaser pursuant to Section 16.05(a) in which the JG Members are the Transferring Member (a "JG Members Exit Event"), (i) such Third-Party Purchaser (the "JG Members Substitute Member") shall have made a Member Funding to Member Newco (a "Incoming Equalizing Contribution") (which Incoming Equalizing Contribution Member Newco shall thereupon immediately distribute to CBL Member) in an amount such that, after giving effect to the distribution of the Incoming Equalizing Contribution to CBL Member, the JG Members Substitute Member's Capital Interest (expressed as a percentage) shall be equal to the JG Members Substitute Member's Profits Interest and (ii) the JG Members Substitute Member or its Affiliates shall provide CBL Member and its Affiliates, if any, and/or third-party lenders to Member Newco, as the case may be, with such additional agreements or undertakings as CBL Member or such lenders may reasonably require to replace or hold CBL Member and its Affiliates harmless from any liability, loss, cost or expense arising out of that portion of any then-outstanding loans (other than loans that are Mandatory Contributions or Non-Required Contributions) and/or Affiliate Loan Guarantees theretofore provided by CBL Member or its Affiliates that corresponds to the JG Members Substitute Member's Capital Interest (expressed as a percentage).

16.07 Lender Approval. In the event that, pursuant to the terms of any loan agreement, security agreement, deed of trust or other agreement existing at any time between Member Newco and any lender, the approval of such lender is required prior to the time that any transfer or assignment of any Membership Interest in Member Newco may occur, then, notwithstanding any provision of this Article XVI to the contrary, no transfer or assignment of any Membership Interest in Member Newco shall occur until all required approvals and/or consents of any such lender have been obtained. Notwithstanding anything herein to the contrary, if the required lender's approval has not been obtained within the time period set forth in Section 16.04(b)(iii) or the RoFR Period, then such period will be extended to a date that is three (3) Days after all Members have received written notice of lender's consent, but in no event shall such extension be longer than thirty (30) Days.

16.08 Pledge of Membership Interests. Except as relates to any pledge of Membership Interests required by any financing by Member Newco or any collateral assignment of a Member's rights to receive distributions in respect of such Member's Membership Interest, no Member may pledge, mortgage, hypothecate, assign as security, create a security interest in or charge against or other encumbrance of all or any part of its Membership Interest, whether directly or indirectly, voluntarily or involuntarily or by operation of law. Notwithstanding the foregoing, no Member shall be obligated to pledge its Membership Interests in connection with any such financing. Failure of a Member to agree to pledge its Membership Interests in connection with any such financing shall not constitute an Impasse, and Section 16.04 shall not apply to such failure. The JG

Members and CBL Member agree that each of them will, upon request of a lender to Member Newco or the Company, collaterally assign for the benefit of the lender, their respective rights to receive distributions in respect of their Membership Interests.

16.09 Mutually Exclusive Rights. The rights of the Members described in Section 16.04, Section 16.05(a), and Section 16.05(b) in this Article XVI and in Section 20.03 are mutually exclusive, meaning that, if the exercise, or the right to exercise, one of such rights is pending or in process (the "Active Right"), neither of the other rights can be initiated, and no assignment that would be subject to either of the other rights can be initiated or completed, until the Active Right closes, lapses, or is otherwise terminated.

ARTICLE XVII
DISSOLUTION, TERMINATION AND WINDING-UP

17.01 Events Causing Dissolution. Member Newco shall be dissolved upon the occurrence of any of the following events (collectively, "Events of Dissolution"): (a) when the period, if any, fixed for the duration of Member Newco shall expire pursuant to Section 2.05 of this Agreement; (b) by action of the Members pursuant to the Act; (c) by action of and at the option of the remaining Members in the event of (i) the termination of any Member as provided in Section 15.01 of this Agreement; (ii) the acquisition by Member Newco of the complete Membership Interest of any Member; or (iii) the occurrence of any other event that terminates the continued membership of any Member; or (d) a merger in which Member Newco is not the surviving organization ("Merger").

17.02 Continuation. Notwithstanding Section 17.01(c), Member Newco is not dissolved and is not required to be wound up by reason of any Event of Dissolution arising out of the termination of the continued Membership of a Member if there is at least one (1) remaining Member and the existence and business of Member Newco are continued by the remaining Member or by the affirmative Majority Vote of the Members if there is more than one remaining Member other than the Member as to whom the Event of Dissolution occurred, obtained no later than ninety (90) Days after the occurrence of the Event of Dissolution.

17.03 Effect of Dissolution. Upon dissolution of Member Newco, Member Newco shall cease to carry on its business, except to the extent necessary (or appropriate) for the winding-up of the business of Member Newco. Upon the occurrence of an Event of Dissolution (other than by reason of a Merger), the Managing Member shall file with the Secretary of State of North Carolina a notice of dissolution pursuant to the Act.

17.04 Winding-Up, Liquidation and Distribution of Assets.

(a) Upon the occurrence of an Event of Dissolution, other than as a result of a Merger, an accounting shall be made by the Accountants of the accounts of Member Newco and Member Newco's assets, liabilities and operations, from the date of the last previous accounting until the date of the occurrence of such Event of Dissolution. The Managing Member shall immediately proceed to wind-up the affairs of Member Newco.

(b) If Member Newco is dissolved and its affairs are to be wound-up, the Managing Member shall:

(i) Sell or otherwise liquidate all of Member Newco's assets as promptly as practicable (except to the extent the Members may determine to distribute any assets to the Members in kind);

(ii) Allocate any Net Profit or Net Loss resulting from such sales to the Members in accordance with Article XIII hereof;

(iii) Discharge all liabilities of Member Newco, including liabilities to Members who are creditors, to the extent otherwise permitted by law, other than liabilities to Members for distributions, and establish such Reserves as may be reasonably necessary to provide for contingent or other liabilities of Member Newco;

(iv) Distribute the remaining assets to the Members, either in cash or in kind, in accordance with the positive balance (if any) in the Capital Account of each Member (as determined after taking into account all Capital Account adjustments for Member Newco's Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members' respective Profits Interests. Any such distributions in respect of Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations; and

(v) If any assets of Member Newco are to be distributed in kind, the net fair market value of such assets shall be determined. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members shall be adjusted pursuant to the provisions of this Agreement to reflect such deemed sale.

(c) Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Member Funding to reduce or eliminate the negative balance of the Capital Account of such Member.

17.05 Articles of Termination. Upon the dissolution and the completion of winding-up of Member Newco, the Managing Member or such other Member as may be designated by the Members, shall execute articles of termination of Member Newco and file same with the Secretary of State of North Carolina. Upon such filing, the existence of Member Newco shall be terminated.

17.06 Return of Contribution Nonrecourse to Other Members. Except as provided by law or as expressly provided in this Agreement, upon dissolution, each Member shall look solely to the assets of Member Newco for the return of the Capital Account of the Member. If Member Newco property remaining after the payment or

discharge of the debts and liabilities of Member Newco is insufficient to return the Capital Account of one or more Members, including, without limitation, all or any part of that Capital Account attributable to Member Funding, then such Member or Members shall have no recourse against any other Member.

ARTICLE XVIII
MISCELLANEOUS PROVISIONS

18.01 Applicable Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of North Carolina, and specifically the Act.

18.02 No Action or Partition. No Member has any right to maintain any action for partition with respect to the property of Member Newco.

18.03 Execution of Additional Instruments. Each Member hereby agrees to execute such other and further statements of interest and holdings, designations, powers of attorney and other instruments necessary to comply with any laws, rules or regulations.

18.04 Waivers. The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

18.05 Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Such rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

18.06 Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.

18.07 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of Member Newco or by any Person not a party hereto.

18.08 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

18.09 Federal Income Tax Elections; Tax Matters Member. All elections required or permitted to be made by Member Newco under the Code shall be made by the unanimous consent of the JG Members and CBL Member, except that the Tax Matters Member (the "TMM") shall make an election under Sections 108/1017 or Section 754 of the Code upon request of any Member. The TMM shall be responsible for all administrative and judicial proceedings for the assessment and collection of tax deficiencies or the refund of tax overpayments arising out of a Member's distributive share of items of income, gain, deduction and/or credit of any other Company item (as that term is defined in the Code or in the Treasury

Regulations) allocated to the Members affecting any Member's tax liability. The Members hereby appoint CBL Member as the initial TMM. The TMM shall promptly give notice to all Members of any administrative or judicial proceeding pending before the Internal Revenue Service involving any Company item and the progress of any such proceeding. Such notice shall be in compliance with such regulations as are issued by the Internal Revenue Service, except that, if such notice is not required by such regulations to be given to the Members, the TMM shall nevertheless give such notice to all of the Members. The TMM shall have all the powers provided to a tax matters partner in Sections 6221 through 6233 of the Code, including the power to select the forum to litigate any tax issue or liability arising from Company items, except that the TMM shall not settle any tax controversy without the consent of all of the Members or extend the statute of limitations with respect to any matter which is attributable to any Company item or affecting any item pending before the Internal Revenue Service. The provisions on limitations of liability of the Members and indemnification set forth in Article VIII shall be fully applicable to the TMM in its, his or her capacity as such. The TMM may resign at any time by giving written notice to Member Newco and each of the other Members. If CBL Member resigns as TMM, JG Manager shall immediately become the successor TMM. If JG Manager thereafter resigns as the TMM, then CBL Member shall immediately become the successor TMM, unless CBL Member elects not to become the successor TMM, in which event a new TMM shall be elected from among the Members by a Majority Vote. Additionally, if CBL Member is serving as the TMM at any time, but neither CBL Member nor any of its Affiliates is then a Member, CBL Member shall thereupon be deemed to have resigned as the TMM, and, if any JG Member is serving as the TMM at any time, but no JG Member nor any Affiliate of a JG Member is then a Member, such JG Member shall thereupon be deemed to have resigned as TMM.

18.10 Notices. Unless oral notice is expressly permitted by this Agreement, any notices or other communications required or permitted to be given by this Agreement must be given in writing and either (i) personally hand-delivered,
(ii) mailed by prepaid certified or registered mail, with return receipt requested, (iii) sent by generally recognized overnight delivery service to the party to whom such notice or communication is directed with delivery fee prepaid, or (iv) sent via telefax transmission, and, in the case of notices sent by any medium other than as set forth in (ii) above, the burden of proof of receipt of such notice shall be on the sender thereof. Any such notices shall be sent to the address of such party as follows:

If to Member Newco, to:

Triangle Town Member, LLC
2030 Hamilton Place Boulevard
Suite 500, CBL Member Center
Chattanooga, Tennessee 37421
Attention: Charles B. Lebovitz

(423) 490-8662 (fax)

If to any of the Members, to:

The address of such Member as set forth on
Exhibit B.

Any party may change such party's address for purposes of this Agreement by giving notice of such change to the other parties pursuant to this Section 18.10.

18.11 Amendments. This Agreement may be amended, modified or supplemented only by a writing executed by each of the Members; provided, however, that CBL Member is hereby authorized and directed to amend Exhibit B to reflect changes in the information set forth on Exhibit B.

18.12 Enforceability. Wherever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

18.13 Drafting. The Members acknowledge that each has participated substantially in the negotiation and drafting of this Agreement and agree that this Agreement shall not be construed more favorably toward one Member than another due to the fact that this Agreement may have been physically drafted by one Member or its counsel.

18.14 Further Assurances. The Members each agree to cooperate, and to execute and deliver in a timely fashion any and all additional documents to effectuate the purposes of Member Newco and this Agreement.

18.15 Time. Time is of the essence of this Agreement, and to any payments, allocations and distributions provided for under this Agreement.

18.16 Integration. This Agreement and the Master Transaction Agreement, dated as of October 24, 2005, by and among the JG Members, JG North Raleigh L.L.C., an Ohio limited liability company ("JG North Raleigh"), JG Triangle Peripheral South LLC, an Ohio limited liability company ("JG Triangle South"), and CBL Member Parent, and the exhibits hereto and thereto, embody the entire agreement and understanding among the Members and supersede all prior agreements and understandings, if any, among and between the Members relating to the subject matter hereof and thereof.

18.17 Termination of Letter Agreement. As set forth in Section 18.16 above, the Letter Agreement is hereby terminated and of no further force and effect.

18.18 Public Announcements; Precedence in Publicity. Any release to the public of information with respect to the Project, Member Newco or any of Member Newco's assets or activities contemplated herein or any matters set forth in this Agreement will be made only after CBL's approval and only in the form approved by CBL and its counsel; except that, in any advertising or promotional materials or communications relating to Member Newco and/or the Project, in any form and in any media, including without limitation print, outdoor advertising, broadcast or online, The Richard E. Jacobs Group, Inc. or its designated Affiliate shall receive "first billing" in relation to any reference to CBL or any Affiliate and in no less prominent typeface or positioning within the

material or communication, and any reference to CBL or any Affiliate shall be accompanied by a reference to The Richard E. Jacobs Group, Inc. or its designated Affiliate that meets the foregoing requirements. The provisions of the immediately preceding sentence shall no longer apply if Richard E Jacobs ceases to Control The Richard E. Jacobs Group, Inc., but thereafter, so long as any Affiliate of The Richard E. Jacobs Group, Inc. is a Member, The Richard E. Jacobs Group, Inc. or its designated Affiliate shall receive at least "equal billing" in relation to any reference to CBL or any Affiliate and in no less prominent typeface or positioning within the material or communication, and any reference to CBL or any Affiliate shall be accompanied by a reference to The Richard E. Jacobs Group, Inc. or its designated Affiliate that meets the foregoing requirements.

18.19 Estoppel Certificates. Each Member shall, at any time and from time to time upon not less than fifteen (15) Days' prior written request by another Member, execute and deliver to the Member making such request a written certificate stating whether: (i) this Agreement is in full force and effect;
(ii) this Agreement has been modified or amended and, if so, identifying and describing each and every such modification or amendment; and (iii) to the best knowledge of the Member executing said certificate, whether: (A) any facts or circumstances exist that, with the passage of time, the giving of any required notices, or both, would constitute a default hereunder, or (B) any uncured default then exists on the part of any Member under this Agreement and, if so, specifying the nature and extent of such facts, circumstances, or default (as the case may be), including those which may give rise to offsets, defenses and counterclaims. The obligations set forth in this Section 18.19 shall apply only to matters known to the certifying Member. Any such certificate may be relied upon by the Member requesting same, but only to the extent that such Member is without knowledge to the contrary. A Member who executes such a certificate shall not be liable for any erroneous statements contained therein, provided that such statements shall have been made in good faith and that any such errors were unintentional.

18.20 Legal Counsel. The parties hereto acknowledge that the law firm of Shumacker Witt Gaither & Whitaker, P.C. ("SWGW"), legal counsel to CBL Member, may act as legal counsel to Member Newco following the execution of this Agreement and with respect to matters concerning Member Newco and CBL Member as a Member, and with respect to the Project. Likewise, the parties agree that Thompson Hine LLP ("TH"), legal counsel to the JG Members, may serve as legal counsel to Member Newco following the execution of this Agreement and with respect to matters concerning Member Newco and the JG Members as Members, and with respect to the Project. Each Member does hereby waive any conflict of interest that such counsel may have or be deemed to have when representing Member Newco, CBL Member or the JG Members as to any matter that does not involve a dispute between the Members. In any such dispute between the Members, the Members acknowledge that SWGW may represent CBL Member and TH may represent the JG Members unless applicable ethics rules prevent SWGW and/or TH from acting in such capacities and each Member does hereby waive any conflict of interest that such counsel may have or be deemed to have as the result of that representation. Each Member may from time to time designate additional or alternative counsel to such Member for the purposes of this Section 18.20, and the foregoing waivers, subject to the foregoing limitations and exceptions, shall also apply as to such additional or alternative counsel.

ARTICLE XIX
REPRESENTATIONS AND WARRANTIES

19.01 Representations of the JG Members. Each of the JG Members hereby represents to CBL Member and to Member Newco as of the date hereof that:

(a) Organization.

(i) such JG Member is a limited liability company or (as to JGRI) corporation, existing and in full force and effect or (as to JGRI) in good standing under and by virtue of the laws of its state of organization or incorporation;

(ii) That the Persons executing this Agreement on behalf of such JG Member are duly elected, qualified and acting as its officers or members, as the case may be.

(b) Authority.

(i) That all actions and resolutions, whether partnership, corporate or otherwise, necessary to authorize such JG Member to enter into this Agreement have been taken and adopted;

(ii) That all consents by third Persons which such JG Member is by the terms of its agreements, if any, with any such third Persons, required to obtain prior to its execution of this Agreement have been so obtained by such JG Member;

(iii) That such JG Member has, and the Persons executing this Agreement on their behalf have, all requisite power and authority and has (have) been duly authorized to enter into this Agreement;

(iv) That this Agreement has been duly executed on such JG Member's behalf;

(v) That such JG Member has full right and lawful authority to enter into and perform its covenants and obligations under this Agreement for the full term hereof, and has full right and lawful authority to make its representations and warranties hereunder; and

(vi) That upon execution of this Agreement by each party hereto, this Agreement will constitute the legal, valid and binding obligation of such JG Member and will be enforceable against it and its successors and assigns in accordance with its terms, except as such enforcement may be limited by (A) bankruptcy, insolvency, moratorium, or other similar laws affecting a creditor's rights and remedies or the relief of debtors generally at the time in

effect, (B) the discretion of the court before which any proceeding involving the same may be brought, and (C) equitable principles at the time in effect limiting the remedy of specific performance.

(c) Conflict. Neither the execution, delivery or performance by such JG Member of this Agreement or the transactions contemplated hereby will conflict with, or will result in a breach of, or will constitute a default under, (i) any agreement or instrument by which such JG Member or any of its Affiliates may be bound or (ii) any judgment, statute, rule, law, order, decree, writ or injunction of any court or Governmental Authority applicable to such JG Member or any of its Affiliates and/or its or their respective property and assets for which consent has not been obtained.

19.02 Representations of CBL Member. CBL Member hereby represents to the JG Members and to Member Newco as of the date hereof that:

(a) Organization.

(i) CBL Member is a limited liability company, organized, existing and in good standing under and by virtue of the laws of the State of North Carolina;

(ii) That the Person(s) executing this Agreement on CBL Member's behalf are duly elected, qualified and acting as its officer(s), manager(s) or member(s) (as the case may be).

(b) Authority.

(i) That all actions and resolutions, whether partnership, corporate or otherwise, necessary to authorize CBL Member to enter into this Agreement have been taken and adopted;

(ii) That all consents by third Persons which CBL Member is, by the terms of their agreements, if any, with any such third Persons, required to obtain prior to their execution of this Agreement have been so obtained by CBL Member;

(iii) That CBL Member has, and the Persons executing this Agreement on its behalf have, all requisite power and authority and has (have) been duly authorized to enter into this Agreement;

(iv) That this Agreement has been duly executed on behalf of CBL Member;

(v) That CBL Member has full right and lawful authority to enter into and perform its covenants and obligations under this Agreement for the full term hereof, and has full right and lawful authority to make CBL Member's representations and warranties hereunder; and

(vi) That upon execution of this Agreement by each party hereto, this Agreement will constitute the legal, valid and binding obligation of CBL Member and will be enforceable against CBL Member and its successors and assigns in accordance with its terms, except as such enforcement may be limited by (A) bankruptcy, insolvency, moratorium, or other similar laws affecting a creditor's rights and remedies or the relief of debtors generally at the time in effect, (B) the discretion of the court before which any proceeding involving the same may be brought, and (C) equitable principles at the time in effect limiting the remedy of specific performance.

(c) Conflict. Neither the execution, delivery or performance by CBL Member of this Agreement or the transactions contemplated hereby will conflict with, or will result in a breach of, or will constitute a default under, (i) any agreement or instrument by which CBL Member or any of its Affiliates may be bound or (ii) any judgment, statute, rule, law, order, decree, writ or other judgment, statute, rule, law, order, decree, writ or injunction of any court or Governmental Authority applicable to CBL Member or any of its Affiliates and/or their respective property and assets for which consent has not been obtained.

19.03 Survival of Representations and Warranties. All representations and warranties contained in this Agreement will be effective on the date of this Agreement and shall survive until the termination of this Agreement in accordance with its terms.

ARTICLE XX
DEFAULT PROVISIONS

20.01 Events of Default. A Member is in default or breach (each a "Default") hereunder if:

(a) Monetary Defaults. CBL Member or its Affiliates fails to make a CBL Member Mandatory Contribution within the time parameters, including applicable cure periods, set forth in Section 11.01;

(b) Bankruptcy. Such Member or any Affiliate of such Member that has provided an Affiliate Loan Guarantee shall (i) voluntarily commence any proceeding or file any petition for liquidation (a liquidating Chapter 11 bankruptcy) or a petition for a Chapter 7 bankruptcy, (ii) consent to the institution of, or fail to contravene in a timely and appropriate manner, any such proceeding or the filing of such petition, (iii) apply for or consent to the appointment of a receiver, custodian, sequestrator or similar official for such Member or Affiliate or for a substantial part of any of its property or assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability, or fail generally to pay its debts as they become due, or (vii) take corporate or partnership action for the purpose of effecting any of the foregoing;

(c) Insolvency. Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction, and in either case shall continue undismissed for one-hundred eighty (180) Days or an order or decree approving or ordering any of the following shall continue unstayed and in effect for one-hundred eighty (180) Days, seeking (i) relief in respect of such

Member or any Affiliate of such Member that has provided an Affiliate Loan Guarantee or of a substantial part of any of its property or assets, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for such Member or Affiliate, or for a substantial part of any of its property or assets or (iii) the winding-up or liquidation of such Member or Affiliate;

(d) Seizure of Assets. All or substantially all of such Member's assets, or the assets of an Affiliate of such Member that has provided an Affiliate Loan Guarantee, or such Member's Membership Interest, or any part of such Member's Membership Interest is assigned following their attachment, execution or other judicial seizure thereof, excluding any such attachment, execution or other judicial seizure that results from a lender to Member Newco exercising its rights under a guaranty;

(e) Transfers. Either: (i) an assignment prohibited by Article XVI occurs with respect to such Member and such assignment or other transaction is not rescinded within ninety (90) Days after the non-assigning Member gives written notice to the assigning Member specifying such default; or (ii) an indirect transfer of a Member's equity interests occurs other than as permitted in Article XVI and such assignment is not rescinded within ninety (90) Days after the non-assigning Member gives written notice to the Member whose equity interests were assigned specifying such default; or (iii) an assignment otherwise permitted by Article XVI occurs or is attempted with respect to such Member but such assignment or the assignee thereof fails to comply with or violates the provisions of Article XVI with respect to such assignment, i.e., the failure to observe the requirements set forth in Section 16.07 above, and such failure or violation is not corrected within ninety (90) Days after a non-assigning Member gives written notice to such assigning Member specifying such default;

(f) Dissolution. A Member dissolves or causes itself to be dissolved (unless prior to or simultaneous with such dissolution, a successor acquires such Member's entire Membership Interest in an assignment permitted under Article
XVI) or a court of competent jurisdiction determines that a Member is completely and totally unable to perform its duties and obligations under this Agreement;

(g) Breach of Representation or Warranty. Any material breach by a Member of any representation or warranty set forth in Article XIX above and such breach is not corrected within ninety (90) Days after the Non-Defaulting Member delivers to the Defaulting Member a written notice specifying the breach of representation or warranty; and

(h) Other Material Default. Except as to specific defaults or breaches set forth in this Section 20.01 other than in this Section 20.01(h), a breach of or default under any other material provision of this Agreement which is to be observed or performed by such Member, or by an Affiliate of such Member under any Affiliate Loan Guarantee, occurs and remains uncured for more than thirty
(30) Days after Member Newco or, if such default or breach is by the Managing Member or its Affiliates, after any other Member gives written notice to the Defaulting Member specifying such default; except that, if the breach or default being claimed is a breach or default by an Affiliate of a Member in the performance of its duties under any Affiliate Loan Guarantee, the other Member(s) must give written notice to the Defaulting Member claiming such breach or default, and the Defaulting Member shall have thirty (30) Days within which

to either cure or cause its Affiliate to cure the breach or default or contest the breach or default; and except that, if the breach or default being claimed is a breach or default by a Member in the performance of its duties as a Member, the other Member(s) (excluding Affiliates of the Member who is claimed to be in breach or default) must give written notice to the Defaulting Member claiming such breach or default and the Defaulting Member shall have one-hundred twenty
(120) Days within which to either cure the breach or default or contest the breach or default; and except that, if the breach or default being claimed is a breach or default by the Managing Member under Section 6.02 above, the other Member(s) must give written notice to the Defaulting Member claiming such breach or default, and the Defaulting Member shall have sixty (60) Days (thirty (30) Days in the case of a breach or default under Section 6.02) above within which to either cure the breach or default or contest the breach or default; and, except that if the breach or default being claimed is a breach or default under the Property Management Agreement by the Managing Member in its capacity as the Property Manager or by an Affiliate of the Managing Member in its capacity as the Property Manager, the provisions of this Article XX shall not apply to such breach or default, and the provisions of the Property Management Agreement shall control.

A Member in Default hereunder is referred to as the "Defaulting Member". The Member(s) who are not in Default and who are not Affiliates of the Member who is in Default are herein sometimes referred to as the "Non-Defaulting Member(s)." For purposes hereof, a "Default" shall not be deemed to occur so as to trigger the remedies set forth below until the expiration of any applicable notice, grace and cure periods.

20.02 Remedies Upon Default. In the event of the occurrence of a Default, the Defaulting Member shall, pursuant to Section 20.04 below, cease to have any approval rights with respect to Member Newco, except for the Default Approval Rights defined in Section 20.04, until the Default has been cured by the Defaulting Member, and the Non-Defaulting Member(s) shall have the right to exercise the following remedies as their exclusive remedies for the particular type of Default:

(a) For Defaults described in Section 20.01(a), the exclusive remedies to the Non-Defaulting Members shall be an action for injunctive relief and/or monetary damages and/or the remedy set forth in Section 20.03;

(b) For Defaults described in Sections 20.01(b), (c), (d) and/or (f), the exclusive remedy to the Non-Defaulting Member(s) shall be as set forth in
Section 20.03;

(c) For Defaults described in Section 20.01(e), the exclusive remedies to the Non-Defaulting Member(s) shall be an action for injunctive relief and/or money damages;

(d) For Defaults described in Section 20.01(g), the exclusive remedy to the Non-Defaulting Member(s) shall be an action for money damages;

(e) For Defaults described in Section 20.01(h) involving any claim of breach or default by the Managing Member in its capacity as the Managing Member in the performance of its duties, the exclusive remedy to the Non-Defaulting Members shall be to replace the Managing Member, after the notice and cure periods and other procedures set forth in Section 20.01(h) have expired and/or a claim has been made that the Managing Member has failed to perform its duties as the

Managing Member and the Managing Member has not contested such claim), and in the event of any such replacement, JG Manager automatically, if the Managing Member to be replaced is CBL Member, and, otherwise, another Member elected by a Majority Vote, shall thereupon, without any other action taken by the Members, become the Managing Member, the replaced Managing Member shall thereafter have only the rights of a Member with respect to the management of the affairs of Member Newco, and the replaced Managing Member or any Affiliate of the replaced Managing Member then serving as the Property Manager shall thereupon automatically be removed as the Property Manager pursuant to the Property Management Agreement; and

(f) For Defaults described in Section 20.01(h) involving any claim of breach or default by a Member, other than the Managing Member in its capacity as the Managing Member, in the performance of its duties, the exclusive remedy to the Non-Defaulting Member(s) shall be that the Defaulting Member shall lose all approval rights except Default Approval Rights as set forth in Section 20.04 after the notice and cure periods and other procedures set forth in Section 20.01(h) have expired and/or a claim has been made that such Defaulting Member has failed to perform its duties as a Member and such Defaulting Member has not contested such claim and any duties or responsibilities of such Defaulting Member may be undertaken by the Non-Defaulting Members.

20.03 Purchase Upon Default.

(a) Reasons for Granting Option to Purchase. To more fully protect the Members against certain Defaults of other Members as set forth in Section 20.02 above where such Defaults provide for the remedy set forth in this Section 20.03, each Member hereby grants to the other Members that are not its Affiliate (which grantee shall be the JG Members if CBL Member were the Defaulting Member, and which grantee shall be CBL Member if any JG Member were the Defaulting Member, and which grantee would include any other Affiliates of such JG Member or CBL Member, respectively, if either of such JG Member or CBL Member had transferred all or a portion of its Membership Interests to Affiliates pursuant to exempt transfers under Section 16.03 above) (the "Non-Affiliated Members") and are not in default hereunder the right and option to purchase the entire Membership Interest of the Defaulting Member and its Affiliates, if any, upon the occurrence of a Default by the Defaulting Member and/or its Affiliate(s) and the failure of the Defaulting Member to cure the Default within the applicable cure period, if any, provided in Section 20.01 above on and subject to the terms and conditions set forth in this Section 20.03. Once said option has been exercised, the Non-Affiliated Members shall have the right to complete the purchase pursuant to its exercise of said option regardless of any potential or actual detriment that exercising such option may cause the Defaulting Member; provided, however, that the Defaulting Member may cure the Default that gave rise to said option to purchase and pay all of the Non-Affiliated Members' costs, expenses and reasonable attorney's fees incurred in connection therewith, at any time prior to the required date of closing, in which event the Non-Defaulting Member shall not have the right to purchase the Membership Interests of the Defaulting Member and its Affiliates, if any, pursuant to this Section 20.03 with respect to such Default.

(b) Exercise of Option. If the Non-Affiliated Members shall at any time desire to purchase the entire Membership Interest of a Defaulting Member and its Affiliates, if any, when allowed so to do as the result of circumstances triggering the use of this Section 20.03, they may exercise said right and option to purchase a Defaulting Member and its Affiliates' entire Membership Interest by giving written notice to all Members unequivocally stating that they

are exercising such right and option (said notice is hereinafter referred to as the "Exercise Notice"). Except as provided in the immediately following sentence of this Section 20.03(b), the purchase price for said Defaulting Member and its Affiliates' entire Membership Interest (said amount being hereinafter referred to as the "Default Purchase Price") shall be an amount equivalent to seventy-five percent (75%) of the value of the Defaulting Member and its Affiliates' Membership Interest computed by utilization of the Appraisal Procedure set forth on Exhibit D, with such Appraisal Procedure being used to determine the Appraised Value of the Project and the resulting value of a Member's Membership Interest as set forth on Exhibit D (the "Default Formula Price"). If the Appraised Value of the Project as so determined, net of any outstanding Constructions Loans and/or Permanent Financing/Refinancing, is less than the sum of all unreturned Initial Contributions, Mandatory Contributions and Non-Required Contributions of the Members and accrued and unpaid Interest/Return thereon, the Default Purchase Price shall be the greater of (i) the Default Formula Price and (ii) an amount equal to the amount that would be distributed to the Defaulting Member and its Affiliates upon a Capital Events Distribution in an amount equal to the Appraised Value of the Project as so determined, net of any outstanding Constructions Loans and/or Permanent Financing/Refinancing. The Default Purchase Price, as determined under the two immediately preceding sentences, shall be adjusted pursuant to the provisions of
Section 20.06 below. Said purchase shall be on the terms and pursuant to the procedures set forth herein and the closing of said transaction shall take place in accordance with the provisions of Section 20.06 below. If Non-Affiliated Members do not exercise said right and option in the manner and within the time aforesaid, the Non-Affiliated Members shall be deemed to have waived said right and option to purchase, but only as to the specific default giving rise to said right and option to purchase, and not others, and the Non-Affiliated Members shall continue to have and enjoy the right and option to so purchase created under and by virtue of this Article XX in all other, further and/or subsequent cases to which this Section 20.03 applies. As between the Non-Affiliated Members, they shall have the right to purchase the Defaulting Member and its Affiliates' entire Membership Interest in proportion to their Profits Interests but without the inclusion of the Defaulting Member and its Affiliates' Profits Interests and if one or less than all Non-Affiliated Members do not desire to purchase the Defaulting Member and its Affiliates' Membership Interest, the Non-Affiliated Members so desiring to purchase shall have the right to purchase the entire (but no fractional portion of the) Membership Interest of the Defaulting Member.

(c) Expenses. All reasonable fees, costs and expenses of the appraisers and otherwise associated with the Appraisal Procedure and the purchase of the Defaulting Member and its Affiliates' Membership Interest shall be the responsibility of and shall be paid by the Defaulting Member.

(d) Membership Interest Will be Acquired by Non-Affiliated Members for the Default Purchase Price. It is the intention and express agreement of the Members that if a default shall occur hereunder to which this Section 20.03 applies, the Non-Affiliated Members shall have the right to purchase the Membership Interest of a Defaulting Member and its Affiliates, if any, for the Default Purchase Price and shall not (directly, indirectly, contingent or otherwise) be obligated to pay more than the Default Purchase Price, as determined in accordance with this Agreement, in order to acquire the Membership Interest of the Defaulting

Member and its Affiliates, if any, regardless of whether the aggregate amount of the indebtedness, obligations and/or liabilities secured by any liens or encumbrances on such Membership Interest exceeds the Default Purchase Price determined under this Agreement.

20.04 Default Approval Rights; Loss of Approval Rights on Defaults.

The Members agree that a Defaulting Member shall forfeit its rights to approve Company decisions and activities during the pendency of a Default until such time as the Default is cured but subject to the provisions of this Section 20.04. Notwithstanding any provision in this Section 20.04 to the contrary, a Member shall retain its rights (herein, the "Default Approval Rights") under this Agreement to approve the following actions regardless of any default by such Member:

(i) The filing of bankruptcy by Member Newco or the filing by Member Newco for the appointment of a receiver for the assets of Member Newco;

(ii) Dissolution or termination of Member Newco;

(iii) Except as set forth in a Pro Forma and/or an Operating Budget as required funding from the Members, the entering into any contract or agreement, including guarantees, that creates liability of the Defaulting Member beyond its Member Funding or that requires the guarantees of the Defaulting Member or its Affiliates; or

(iv) Except for typographical errors or corrections or the amendment of Exhibit B to reflect changes to the information set forth thereon in accordance with this Agreement, the amendment or modification of this Agreement.

20.05 Attorney's Fees. Except as otherwise provided herein, if (i) any party fails to perform any of its obligations under this Agreement, or (ii) any litigation is commenced between the parties concerning any provision of this Agreement or any rights or duties of any person relative thereto, or (iii) any party institutes any proceeding in any bankruptcy or similar court which has jurisdiction over any party (or any or all of its property or assets), the non-defaulting party or party prevailing in such litigation, or the non-bankrupt party (as the case may be) shall be entitled, in addition to damages and such other and further relief as may be granted, to all costs incurred in enforcing and defending its rights and remedies under this Agreement, including but not limited to reasonable attorney's fees, out-of-pocket costs and expenses, and court costs, together with interest on the foregoing from the date same are incurred until fully repaid at a rate equal to the Interest/Return, or such lesser rate of interest as may from time to time be the maximum rate of interest which may, under the circumstances, be charged under applicable law. If neither party is the sole prevailing party or each party prevails on its claims against the other party, then each party shall be responsible for its own attorney's fees, out-of-pocket expenses and costs and court costs.

20.06 Closing.

(a) Closing Terms. This Section 20.06 sets forth and will govern the procedures, terms and conditions pursuant to which a Member selling its Membership Interest (the "Selling Member") will be transferred to a Member

purchasing the Selling Member's Membership Interest (the "Purchasing Member") pursuant to Section 20.03.

(b) Purchase Price. As used herein, the term purchase price shall mean in the case of a transfer pursuant to Section 20.03, the Default Purchase Price, as the same may be increased or decreased pursuant to the provisions of this
Section 20.06.

(c) Default Purchase Closing Date and Place. The closing of the purchase/sale of a Member's Membership Interest pursuant to Section 20.03 and this Section 20.06 shall be held at the principal office of Member Newco on a business Day that is determined by the Purchasing Member, but in any event unless the closing is delayed through no fault of the Purchasing Member, no later than thirty (30) Days following the date of the Exercise Notice; provided, however, in the event that the closing of such purchase/sale has not occurred by the date that is one-hundred eighty (180) Days following the date of such Exercise Notice and such delay or failure to close is not the result of any action or inaction of the Selling Member and the Selling Member is otherwise ready and willing to close and/or the delay or failure to close is not the result of any court action or inaction or restraining order or injunction, then such failure to close within such time parameter shall be deemed a waiver of the Purchasing Member's rights to purchase the Selling Member's Membership Interest by reason of the Default that triggered the Purchasing Member's rights under
Section 20.03 above. Such waiver shall not, however, be deemed to be a waiver of any other Default that may exist at the time or that may occur thereafter. The date determined in accordance with the foregoing provisions for closing of any transaction to which this Section 20.06 is applicable is hereinafter referred to as the "Default Purchase Closing Date".

(d) Payment; Escrow. On the Default Purchase Closing Date, the Default Purchase Price may be deposited in good federal funds that are immediately available at the place of closing in escrow with the title company involved with the transaction or with either Purchasing Member's or Selling Member's counsel.

(e) Title. Title to the Selling Member's Membership Interest shall be transferred free and clear of all liens and encumbrances (and the possibility thereof) of every nature and description whatsoever.

(f) Selling Member's Default. If a Selling Member shall fail or refuse to complete a transfer after the Purchasing Member becomes obligated to purchase pursuant to Section 20.03, as the case may be, the Purchasing Member may, at its option, elect to pursue any and all rights and remedies under this Agreement, at law, in equity, or otherwise against the Selling Member. Furthermore, each Member takes cognizance of the fact that a breach of the Selling Member's obligations under Section 20.03, as the case may be, may cause irreparable injury to the business and property of the Purchasing Member, and that there are inadequate remedies available at law to redress such injury. Consequently, the Purchasing Member shall have the right to seek and obtain specific performance of the obligations of the Selling Member that arise under this Article XX (as well as any collateral obligations under other provisions of this Agreement, at law, in equity, or otherwise). The foregoing provisions shall not be construed to preclude, restrict or limit any other or further rights or remedies that the Purchasing Member may have under this Agreement, at law, in equity, or otherwise.

(g) Adjustments. On the Default Purchase Closing Date, the following adjustments shall be made to the Default Purchase Price and the following disbursements shall be made from the escrow by the escrow holder:

(i) the aggregate amount of all amounts owed by the Selling Member and its Affiliates to Member Newco, including accrued and unpaid interest thereon, shall be subtracted from the Default Purchase Price; and

(ii) the aggregate amount of all liens of a definite and ascertainable amount upon the Membership Interest of the Selling Member shall be deducted in determining the Default Purchase Price.

(h) Costs. In the event of a transfer pursuant to the provisions of Section 20.03, all title charges, recording fees, transfer taxes, and other fees, costs and expenses of the purchase, sale and transfer of the Membership Interest shall be charged to and paid in cash by the Selling Member through the escrow on the Default Purchase Closing Date.

(i) Payment. On the Default Purchase Closing Date, that portion of the Default Purchase Price that is held in escrow after the adjustments, payments and disbursements that are described in
Section 20.06(g) and (h) (hereinafter referred to as the "Payment Amount") shall be disbursed to the Selling Member in immediately available Federal funds through the escrow, except that if the Payment Amount is a negative amount, the Selling Member shall pay such amount to the Purchasing Member in immediately available Federal funds through the escrow on the Default Purchase Closing Date. If the Selling Member fails to pay such amount, the Purchasing Member may elect to complete its purchase of the Selling Member's Membership Interest and the amount owed by the Selling Member shall accrue interest from the date of transfer until all principal and accrued interest is paid in full at a rate equal to the Interest/Return plus five percent (5%) but not in excess of the maximum amount allowable under applicable law.

(j) Transfer of Title. On the Default Purchase Closing Date:

(i) the Selling Member shall, simultaneously with the payment of the Payment Amount (or if a negative number, at the time same would be payable if it was a positive number) sell, assign and transfer the Selling Member and its Affiliates' entire Membership Interest to the Purchasing Member by written assignment containing (A) a warranty of the Selling Member's authority, (B) a special or limited warranty of title against the Selling Member's own acts, and (C) confirmation of the provisions set forth in Section 20.06(i);

(ii) the Purchasing Member shall, simultaneously with its receipt of the assignment referred to in this Section 20.06(j), execute an agreement whereby it accepts such assignment and assumes the obligations of the Selling Member under this Agreement with respect to the Membership Interest of the Selling Member that the Purchasing Member is acquiring; and

(iii) all other Members shall simultaneously with the events described in Sections 20.06(j)(i) and (ii), agree in writing to and shall consent to such assignment and the transactions effected thereby.

All such documents of assignment, acceptance, assumption, consent and confirmation shall be in form and substance reasonably satisfactory to the Purchasing Member, and shall be duly executed by all Members required to execute same in recordable form.

ARTICLE XXI
APPOINTMENT OF MANAGING MEMBER AS ATTORNEY-IN-FACT

21.01 Appointment. Each Member hereby irrevocably constitutes and appoints the Managing Member as such Member's true and lawful attorney-in-fact with full power and authority in said Member's name, place and stead for the limited purposes of executing, acknowledging, delivering, swearing to, filing and recording at the appropriate public office such documents as may be necessary or appropriate to carry out the provisions of this Agreement, as follows:

(i) All certificates and other instruments (including counterparts of this Agreement), and any amendment thereof, which the Managing Member deems appropriate to qualify or continue Member Newco as a limited liability company in any jurisdiction in which Member Newco may conduct business;

(ii) All instruments which the Managing Member deems appropriate to reflect a change or modification of this Agreement approved by the Members in accordance with the terms of this Agreement; and

(iii) All instruments, documents, consents and agreements, financing statements, security agreements, and continuation statements which the Managing Member deems appropriate or necessary to effect and consummate any decision that the Managing Member is authorized to make under this Agreement and any decision unanimously approved or deemed unanimously approved by the Members if such approval is necessary pursuant this Agreement.

21.02 Survival. The appointment by all Members of the Managing Member as their attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of the Managing Member to act as contemplated by this Agreement in any filing and other action on behalf of Member Newco and shall survive the bankruptcy, death, dissolution, disability or incompetence of any Member hereby giving such power or the transfer or assignment of all or any part of the Membership Interest of such Member; provided, however, that in the event of the transfer by a Member of all or any part of said Member's Membership Interest, the foregoing power of attorney of a transferor Member shall survive such transfer only until such time as the transferee shall have been admitted to Member Newco as a Member and has, among other things contained herein, agreed to appoint the Managing Member as its attorney-in-fact as provided in this Article XXI, and all required documents and instruments shall have been duly executed, filed and recorded to effect such substitution.

[Signatures on next page]

[Signature Page for Amended and Restated Limited Liability Company Agreement]

IN WITNESS WHEREOF, the undersigned have entered into this Agreement as of the date and year first written above.

CBL TRIANGLE TOWN MEMBER, LLC, a North Carolina limited liability company By: CBL & Associates Limited Partnership, its sole member and chief manager

By: CBL Holdings I, Inc., its sole general partner

By:/s/ John N. Foy
     John N. Foy
     Vice Chairman and Chief Financial Officer

REJ REALTY LLC,
a Delaware limited liability company

By:    /s/ Judson E. Smith
       Judson E. Smith
       Executive Vice President

JG REALTY INVESTORS CORP.,
an Ohio corporation

By:    /s/ Judson E. Smith
       Judson E. Smith
       Executive Vice President

JG MANAGER LLC,
an Ohio limited liability company

By:    /s/ Judson E. Smith
       Judson E. Smith
       Executive Vice President

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of Triangle Town Member, LLC, dated as of the date first above written.

EXHIBIT A

Description of the Real Estate

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of Triangle Town Member, LLC, dated as of the date first above written.

Members
                                            Profits           Initial Capital
Name, Address                               Interest          Contribution

REJ Realty LLC
c/o The Richard E. Jacobs Group, Inc.       49.5%             99% of the sum of
25425  Center Ridge Road                                      the JG Members
Cleveland, OH  44145-4122                                     Baseline Equity
Attention: President                                          Amount of the
(440)808-6903 (fax)                                           Shortfall, if any


JG Realty Investors Corp.
c/o The Richard E. Jacobs Group, Inc.       .0484%          0.968% of the sum of
25425  Center Ridge Road                                      the JG Members
Cleveland, OH  44145-4122                                     Baseline Equity
Attention: President                                          Amount of the
(440)808-6903 (fax)                                           Shortfall, if any


JG Manager LLC
c/o The Richard E. Jacobs Group, Inc.       .016%           0.032% of the sum of
25425  Center Ridge Road                                      the JG Members
Cleveland, OH  44145-4122                                     Baseline Equity
Attention: President                                          Amount of the
(440)808-6903 (fax)                                           Shortfall, if any


with a copy (as to each JG Member) to:
General Counsel
The Richard E. Jacobs Group, Inc.
25425 Center Ridge Road
Cleveland, Ohio 44145-4122
(440) 808-6903 (fax)
------------------------------------------------------------------------------

CBL Triangle Town Member, LLC                50%             $0.00
2030 Hamilton Place Boulevard
Suite 500, CBL Member Center
Chattanooga, Tennessee  37421
Attention:  Charles B. Lebovitz
(423) 490-8662 (fax)

with a copy to:

                                       79

Jeffery V. Curry, Esq.
Shumacker Witt Gaither & Whitaker, P.C.
2030 Hamilton Place Blvd.
Suite 210, CBL Member Center
Chattanooga, Tennessee  37421
(423) 899-1278 (fax)

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of Triangle Town Member, LLC, dated as of the date first above written.

EXHIBIT C

FEES TO MEMBERS

The following fees shall be paid by Member Newco to the JG Members (pro rata) and CBL Member or their Affiliates, as so designated:

Construction Management Fee - for services of CBL Member and/or its Affiliates in the construction management of the Project with respect to Future Development Activities a Construction Management Fee of three-and-one-quarter percent (3.25%) of the construction costs of the Project with respect to such Future Development Activities, as set forth in the approved Pro Forma, plus, as to Future Development Activities for which EMJ serves as general contractor, a further fee to be paid to EMJ to be set forth in the approved Pro Forma for with respect to such Future Development Activities. The referenced Construction Management Fees shall be paid as set forth in the applicable approved Pro Forma.

Development Fee - for services of CBL Member and/or its Affiliates and the JG Members and/or their Affiliates in Future Development Activities, a Development Fee in an amount to be agreed by the Members prior to the commencement of Future Development Activities. The Development Fee shall be paid in equal monthly increments over the Construction Period of the Project with respect to such Future Development Activities.

Management Fee - for services of CBL Member or its Affiliate pursuant to CBL Member's asset/financial management responsibility for the Project, CBL Member or its Affiliate shall receive an amount equal to three percent (3%) of the "Project Income" as hereinafter defined, from the date of this Agreement until the earlier of the termination of this Agreement or the termination of CBL Member or its Affiliate as the Property Manager pursuant to the Property Management Agreement. The entitlement of CBL Member or its Affiliate to the Management Fee described herein shall be further outlined and subject to the terms of the Property Management Agreement.

Leasing Fees - for services of CBL Member or its Affiliate pursuant to CBL Member's leasing responsibility for the Project, CBL Member or its Affiliate shall receive the following:

A. With respect to each tenant who executes a renewal lease after the expiration of its initial lease, including the expiration of any options to extend such lease, which renewal lease has a term of at least three (3) years, an amount equal to Two Dollars ($2.00) per square foot of said tenant's space, payable upon the date the such tenant is open and paying rent;

B. With respect to the replacement of any tenant (other than an Anchor) with another tenant, an amount equal to Four Dollars ($4.00) per square foot of said tenant's space, payable upon the date the such tenant is open and paying rent;

C. With respect to the replacement of an Anchor with another Anchor or replacement tenant(s) and/or upon the addition of an Anchor to the Project, an amount equal to Two Dollars ($2.00) per square foot of said Anchor's or replacement tenant(s)' space in the Project, payable (i) for leases, upon the date the such Anchor or replacement tenant(s) is/are open and paying rent and
(ii) for non-lease transactions where the Anchor owns its space, upon the date such Anchor is open;

D. With respect to each temporary tenant in the Project who executes an occupancy agreement, as defined below, an amount equal to ten percent (10%) of the rent generated from said occupancy agreement, payable on full execution of the license agreement with such licensee. The term "occupancy agreement" shall mean a lease or license to occupy space in the Project that has a term of one year or less and the term "rent" shall mean only the minimum annual rent and percentage rent paid by the tenant; and

E. With respect to each sponsorship or co-branding transaction at or relating to the Project (other than such sponsorship(s) with the Coca Cola company or other soft-drink companies and their respective affiliates and/or affiliated or unaffiliated bottlers regarding the placement of vending machines in the common areas of the Project, for which the Members agree no sponsorship fee shall be paid by Member Newco), an amount equal to five percent (5%) of the gross revenues generated by such sponsorship or co-branding transaction, payable on full execution of the sponsorship or co-branding agreement (as to the portion of such gross revenues paid upon such execution) and monthly as to gross revenues paid during the term of such sponsorship or co-branding agreement.

The entitlement of CBL Member or its Affiliate to the Leasing Fees described herein shall be further outlined and subject to the terms of the Property Management Agreement

Outparcel and Pad Sales/Lease Fees - for services of CBL Member in selling or ground leasing Outparcels and pads, a fee of five percent (5%) of the sales price on a sale of an Outparcel or pad, payable on the closing of such sale, or five percent (5%) of the ground lease value on any ground lease of an Outparcel or pad, payable one-half (1/2) on the full execution of the ground lease and one-half (1/2) on the date the ground lessee is open and paying rent. The "ground lease value" shall be the sum of the annual rent to be paid over the greater of (i) ten years or (ii) term of the ground lease (but in no event more than twenty years).

Financing Fee - for services of CBL Member in the placement of Permanent Financing/Refinancing on behalf of Member Newco, CBL Member shall receive a fee equal to twenty-five hundredths percent (.25%) of the amount of such Permanent Financing/Refinancing. The Financing Fee shall be paid at the closing of such Permanent Financing/Refinancing.

DEFINITIONS

"Project Income"- subject to the exceptions noted below, shall mean (i) all revenue derived from the Project on a cash basis, including without limitation, (A) all minimum rents, (B) percentage rents, if any, (C) license fees paid by licensees and ninety-five percent of sponsorship income, (D) receipts from public telephones, storage lockers, vending machines, (E) stroller and other equipment rentals, (F) advertising revenues, (G) gift card or gift certificate sales revenues, and (H) interest on tenant security deposits unless such

interest is required to be paid to such tenants; and (ii) payments by tenants for utilities, insurance, real estate taxes, common area maintenance and operating expenses but, with respect to such payments referred to in this clause
(ii), only to the extent that there is a profit (i.e., an excess of such payments over the actual costs paid/recovered) generated therefrom to Member Newco. Project Income shall not include proceeds from the Construction Loan and Permanent Financing/Refinancing; proceeds from settlement of fire/casualty losses (except for such proceeds from loss of rents insurance), condemnation proceeds, sales of outparcels and other peripheral property, or items of a similar nature.

ADDITIONAL FEES, LIMITATIONS AND CERTAIN THIRD-PARTY FEES

The Members may be entitled to other fees pursuant to the terms of the Property Management Agreement and any consulting agreements or other agreements that may be entered into between Member Newco and such Member or its Affiliates, subject to the provisions of Section 5.03 of this Agreement. In addition, Member Newco will pay a fee to the JG Members (pro rata) and CBL Member in an amount equal to the applicable hourly rates charged by the JG Members and CBL Member, respectively, and approved by the Members, for in-house legal services provided for the benefit of Member Newco in connection with the development, financing, leasing or operation of the Project and will reimburse each Member for third-party costs incurred by such Member for such services.

The Members agree that, except as may be provided in an approved Pro Forma, there shall be no Leasing Fees or leasing expenses for the initial lease-up of particular phases or portions of the Project. Likewise, any in-house costs a Member may incur during a Construction Period for any particular Future Development Activity, including but not limited to travel costs and personnel costs, shall not be reimbursed by Member Newco to such Member. The Members shall bear their own legal fees and other costs for the negotiation and entering into of this Agreement and Member Newco shall not reimburse any Member for any costs or expenses incurred by such Member or its Affiliates prior to the date of this Agreement. No fee or compensation shall be paid by Member Newco to any Member or its Affiliates on the placement of any Construction Loan. Except for the Construction Management Fee to be paid to CBL Member as set forth above, no additional fees or compensation shall be paid by Member Newco to any Member or its Affiliates for the performance of construction management services.

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of Triangle Town Member, LLC, dated as of the date first above written.

EXHIBIT D

APPRAISAL PROCEDURE

Procedure for Appraisals. For purposes of determining the appraised value of the Project pursuant to this Agreement, the following procedure (the "Appraisal Procedure") shall be followed:

(a) The Member initiating this Appraisal Procedure shall, in a written notice to the other Members, set forth the name, business address and phone number of an appraiser having the qualifications set forth in Section (b) below who has accepted said Member's appointment and agreed to act as said Member's appraiser hereunder in accordance with this Appraisal Procedure. The other Members shall, in a written notice to the initiating Member given not less than fifteen (15) Days after receipt of the said notice from the initiating Member, set forth the name, business address and telephone number of an appraiser having the qualifications set forth in Section (b) below who has accepted said Member's(s') appointment and agreed to act as the second appraiser hereunder in accordance with this Appraisal Procedure. The two appraisers so appointed shall appoint, and give each of the Members written notice of the name, business address and telephone number of, a third appraiser having the qualifications set forth in Section (b) below.

(b) Each appraiser shall, in all events, be independent and disinterested. All appraisers shall be members in good standing of the American Institute of Real Estate Appraisers ("AIREA") and shall have at least five years experience in appraising first class shopping centers that are similar to the Project and that are in the same general geographic area as the Project. Each appraiser shall appraise the Project on an "as is" basis.

(c) (i) The Managing Member and the Accountants shall, promptly upon request of any appraiser appointed pursuant to the provisions of this Section, furnish all such appraisers with any financial or other information in their possession relative to the Project that is reasonably requested by such appraiser.

(ii) Each of the three appraisers, acting independently of each other, shall, within sixty (60) Days after appointment of the last required appraiser, submit to the Members a written appraisal report that has been prepared in accordance with the provisions hereof stating his or her opinion as to the fair market value of the Project as of the relevant date. After all three appraisers have submitted written appraisal reports as aforesaid, they shall meet and reevaluate their appraisals and, if they agree on a single appraised fair market value within seventy-five (75) Days after appointment of the last required appraiser, such single appraised fair market value shall be the Appraised fair market value of the Project and is hereinafter referred to as the "Appraised Value." If the appraisers are unable to agree on a single appraised fair market value within such seventy-five (75) Day period, then the "Appraised

Value" shall be deemed to be the arithmetic average of the three appraised fair market values originally submitted, provided, however, that, if any of the appraised fair market values are more than five percent (5%) greater or less than the median value of the three appraised fair market values, such appraised fair market values shall be disregarded, and the Appraised Value shall be deemed to be the arithmetic average of the remaining two fair market values originally submitted, and, if two of the three appraised fair market values are five percent (5%) greater or less than the median value of the three appraised fair market values, both shall be disregarded and the appraised fair market value that is not so disregarded shall be taken as the Appraised Value. If the Appraisal Procedure is being utilized for purposes of establishing the value of a Member's Membership Interest, the Appraisal Procedure shall be utilized to establish the Appraised Value of the Project, and fifty percent (50%) of the Appraised Value of the Project shall be deemed the value of the Membership Interests of the JG Members (pro rata, in the aggregate) and fifty percent (50%) of the Appraised Value of the Project shall be deemed to be the value of the Membership Interests of the CBL Member (collectively if applicable, i.e., if any JG Member or CBL Member has assigned a portion of its Membership Interest to Affiliates pursuant to transfers permitted by Article XVI).

(iii) Any determination of appraised fair market value and Appraised Value pursuant to this procedure shall, in the absence of fraud, bad faith, or collusion, be binding and conclusive upon all Members.

(d) All reasonable costs, expenses and fees relative to the Appraisal Procedure shall, in all cases, be the responsibility of and paid by the Defaulting Member in the event the Appraisal Procedure is implemented pursuant to a Default and in all other cases, shall be the responsibility of Member Newco.

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of Triangle Town Member, LLC, dated as of the date first above written.

EXHIBIT E

SITE PLAN

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of Triangle Town Member, LLC, dated as of the date first above written.

EXHIBIT F

PROPERTY MANAGEMENT AGREEMENT

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of Triangle Town Member, LLC, dated as of the date first above written.

EXHIBIT G

2006 OPERATING BUDGET

Attached to and made a part of that certain Amended and Restated Limited Liability Company Agreement of Triangle Town Member, LLC, dated as of the date first above written.

EXHIBIT H

TAX MATTERS

This Exhibit is attached to and is a part of the Amended and Restated Limited Liability Company Agreement (the "Agreement") of Member Newco. The provisions of this Exhibit are intended to comply with the requirements of Treas. Reg. 1.704-1(b)(2) and Treas. Reg. 1.704-2 with respect to partnership allocations and maintenance of capital accounts, and shall be interpreted and applied accordingly.

ARTICLE I

Definitions

1.01 Definitions. For purposes of this Exhibit, the capitalized terms listed below shall have the meanings indicated.

"Adjusted Fair Market Value" of an item of Member Newco property means the greater of (i) the fair market value of such property or (ii) the amount of any nonrecourse indebtedness to which such property is subject within the meaning of
Section 7701(g) of the Code.

"Applicable Federal Rate" means the applicable Federal rate within the meaning of Section 1274(d) of the Code.

"Capital Account" means the capital account of a Member maintained in accordance with ARTICLE II of this Exhibit to the Agreement.

"Code" means the Internal Revenue Code of 1986, as amended. References to specific sections of the Code shall be deemed to include references to corresponding provisions of succeeding Internal Revenue law.

"Excess Nonrecourse Liabilities" means the excess of (i) Member Newco's aggregate Nonrecourse Liabilities over (ii) the aggregate amount of such Nonrecourse Liabilities allocable to the Members pursuant to Treas. Reg. 1.752-3(a)(1) (relating to the Members' shares of Member Newco Minimum Gain) and Treas. Reg. 1.752-3(a)(2) (relating to allocations of taxable gain under Section 4.02 of this Exhibit).

"Fiscal Year" means Member Newco's fiscal year, which shall be the calendar year.

"Investment Credit" means the investment credit determined under Section 46(a) of the Code.

"Member" has the meaning set forth in the Agreement.

"Member Newco Minimum Gain" means partnership minimum gain determined pursuant to Treas. Reg. 1.704-2(d).

"Member Newco Nonrecourse Deductions" means the excess, if any, of the net increase, if any, in the amount of Member Newco Minimum Gain during the Fiscal Year over the aggregate amount of distributions during the Fiscal Year of Nonrecourse Liability, as defined in Treasury Regulation Sections 1.704-2(b)(i) and 1.704-2(c).

"Member Nonrecourse Debt" means any nonrecourse debt of the Member within the meaning of Treas.
Reg. 1.704-2(b)(4).

"Member Nonrecourse Deduction" means any item of Book loss or deduction that is attributable to a Member Nonrecourse Debt pursuant to Treas. Reg. 1.704-2(i)(1) and 1.704-2(i)(2).

"Member Nonrecourse Debt Minimum Gain" means minimum gain attributable to Member Nonrecourse Debt pursuant to Treas. Reg. 1.704-2(i).

"Minimum Gain" means, collectively, Member Newco Minimum Gain and Member Nonrecourse Debt Minimum Gain.

"Nonrecourse Distribution" means a distribution to a Member that is allocable to a net increase in Member Newco Minimum Gain pursuant to Treas. Reg. 1.704-2(h) or to a net increase in such Member's share of Member Nonrecourse Debt Minimum Gain pursuant to Treas. Reg. 1.704-2(i)(5) and (6).

"Nonrecourse Liability" means any Member Newco liability (or portion thereof) which is a nonrecourse liability within the meaning of Treas. Reg. 1.704-2(b)(3).

"Nontradable Note" means a promissory note that is not readily tradable on an established securities market.

"Recourse Debt" means any recourse liability of Member Newco within the meaning of Treas. Reg. 1.752-1(a)(1).

"Revaluation Event" means (i) a liquidation of Member Newco (within the meaning of Treas. Reg. 1.704-1(b)(2)(ii)(g), (ii) a contribution of more than a de minimis amount of money or other property to Member Newco by a new or existing Member, or (iii) a distribution of more than a de minimis amount of money or other property to a retiring or continuing Member, in each case as consideration for an interest in Member Newco.

"Treasury Regulation" or "Treas. Reg." means the temporary or final regulation(s) promulgated pursuant to the Code by U.S. Department of the Treasury, as amended, and any successor regulation(s).

ARTICLE II

CAPITAL ACCOUNTS

2.01 Maintenance. A single Capital Account shall be maintained for each Member in the manner set forth in this Article II.

2.02 Net Profits and Net Losses.

(a) The Net Profits and Net Losses of Member Newco for purposes of determining allocations to the Capital Accounts of the Members shall be determined in the same manner as set forth in the definition of "Net Profits" and "Net Losses" in
Section 1.01 of the Agreement.

(b) For purposes of Section 2.02(a), in the event that the book value of any item of Member Newco property differs from its tax adjusted basis, the amount of book depreciation, depletion, or amortization for a period with respect to such property shall be computed so as to bear the same relationship to the book value of such property as the depreciation, depletion, or amortization computed for tax purposes with respect to such property for such period bears to the adjusted tax basis of such property. If the adjusted tax basis of such property is zero, the depreciation, depletion, or amortization with respect to such property shall be computed by using any reasonable method selected by Member Newco.

2.03 Positive Adjustments. Each Member's Capital Account shall from time to time be increased by:

(a) the amount of money contributed by such Member to Member Newco (including the amount of any Member Newco liabilities which the Member assumes (within the meaning of Treas. Reg. 1.704-1(b)(2)(iv)(c)) but excluding liabilities assumed in connection with the distribution of Member Newco property and excluding increases in such Member's share of Member Newco liabilities pursuant to Section 752 of the Code);

(b) except as otherwise provided by Section 2.07 of this Exhibit, the fair market value of property contributed by such Member to Member Newco (net of any liabilities secured by such property that Member Newco is considered to assume or take subject to under Section 752 of the Code);

(c) allocations to such Member of Member Newco Net Profits (or items thereof);

(d) upon the occurrence of a Revaluation Event, the Net Profits (or items thereof), if any, that would have been allocated to each Member if all Member Newco property had been sold at its Adjusted Fair Market Value immediately prior to the Revaluation Event, but only to the extent not already reflected in Capital Accounts; and

(e) upon the distribution of Member Newco property to a Member under circumstances not constituting a Revaluation Event, the Net Profits (or items thereof), if any, that would have been allocated to such Member if such Member Newco property had been sold at its Adjusted Fair Market Value immediately prior to the distribution, but only to the extent not already reflected in Capital Accounts.

2.04 Negative Adjustments. Each Member's Capital Account shall from time to time be reduced by:

(a) the amount of money distributed to such Member by Member Newco (including the amount of such Member's individual liabilities for which Member Newco becomes personally and primarily liable but excluding liabilities assumed in connection with the contribution of property to Member Newco and excluding decreases in such Member's share of Member Newco liabilities pursuant to Section 752 of the Code);

(b) except as otherwise provided by Section 2.07 of this Exhibit, the fair market value of property distributed to such Member by Member Newco (net of any liabilities secured by such property that such Member is considered to assume or take subject to under Section 752 of the Code);

(c) allocations to such Member of non-deductible expenditures of Member Newco that are described in Section 705(a)(2)(B) of the Code, and of organization and syndication expenditures and disallowed losses to the extent that such expenditures or losses are treated as Section 705(a)(2)(B) expenditures pursuant to Treas. Reg. 1.704-1(b)(2)(iv)(i);

(d) allocations to such Member of Member Newco Net Losses (or items thereof);

(e) upon the occurrence of a Revaluation Event, the Net Losses (or items thereof), if any, that would have been allocated to such Member if all Member Newco property had been sold at its Adjusted Fair Market Value immediately prior to the Revaluation Event, but only to the extent not already reflected in Capital Accounts; and

(f) upon the distribution of Member Newco property under circumstances not constituting a Revaluation Event, the Net Losses (or items thereof), if any, that would have been allocated to such Member if such Member Newco property had been sold at its Adjusted Fair Market Value immediately prior to the distribution, but only to the extent not already reflected in Capital Accounts.

2.05 Determination of Balances. Except as otherwise provided in this Exhibit, whenever it is necessary to determine the Capital Account of any Member, the Capital Account of that Member shall be determined after giving effect to all allocations of Net Profits and Net Losses of Member Newco for the current year (including a portion thereof) as well as all distributions for such year in respect of transactions effected prior to the date such determination is to be made.

2.06 Revaluation of Member Newco Property.

(a) Upon the occurrence of a Revaluation Event, Member Newco property (whether tangible or intangible) shall be revalued, and the Capital Accounts of the Members shall be adjusted in accordance with Sections 2.03(d) and 2.04(e) of this Exhibit, to reflect the Adjusted Fair Market Value of Member Newco property immediately prior to the Revaluation Event.

(b) Upon the distribution of Member Newco property to a Member under circumstances not constituting a Revaluation Event, such property shall be revalued, and the Capital Account of each Member shall be adjusted in accordance with Sections 2.03(e) and 2.04(f) of this Exhibit, to reflect the Adjusted Fair Market Value of such property immediately prior to such distribution. The Capital Account of the Member receiving such distribution shall then be adjusted in accordance with Section 2.04(b) of this Exhibit to reflect such distribution.

(c) In the event that the adjusted tax basis of Member Newco property is increased or decreased under Section 732, 734, or 743 of the Code, a corresponding adjustment shall be made to the value of Member Newco assets to the extent that such increase or decrease is reflected in Capital Accounts pursuant to Section 2.09 of this Exhibit.

2.07 Promissory Notes.

(a) In the event that a Member contributes to Member Newco a Nontradable Note of which such Member is the maker, such note shall not be treated as contributed property for purposes of Section 2.03(b) of this Exhibit. Such Member's Capital Account will be increased with respect to such note only when there is a taxable disposition of such note by Member Newco or when such Member makes principal payments on such note.

(b) In the event that Member Newco distributes to a Member a Nontradable Note of which Member Newco is the maker, then except as otherwise provided in Section 2.07(c) or (d) of this Exhibit, such note shall not be treated as distributed property for purposes of Section 2.04(b) of this Exhibit. Such Member's Capital Account will be decreased with respect to such note only when there is a taxable disposition of such note by such Member or when Member Newco makes principal payments on such note.

(c) Section 2.07(b) of this Exhibit shall not apply to any negotiable note (of which Member Newco is the maker) distributed by Member Newco to a Member in liquidation of Member Newco or of such Member's interest in Member Newco if such distribution is made not later than the later of (i) the end of the taxable year in which such liquidation occurs, or (ii) a date which is ninety (90) Days after the date of such liquidation. If such note bears interest at no less than the Applicable Federal Rate at the time of distribution, such Member's Capital Account shall be reduced by the outstanding principal amount of such note; otherwise such Member's Capital Account shall be reduced by the fair market value of such note at the time of distribution.

(d) In the event that Member Newco distributes to a Member a negotiable note to which Section 2.07(b) of this Exhibit applies, and Member Newco or such Member's interest in Member Newco is subsequently liquidated at a time when all or a portion of such note remains unsatisfied, then such Member's Capital Account shall be reduced as follows: if such note bears interest at no less than the Applicable Federal Rate at the time of such liquidation, such Member's Capital Account shall be reduced by the outstanding principal balance of such note; otherwise such Member's Capital Account shall be reduced by the fair market value of such note at the time of such liquidation.

2.08 Adjustments for Investment Credit Property. In the event that the adjusted tax basis for federal income tax purposes of Member Newco Investment Credit property is reduced or increased, the Capital Accounts of the Members shall be adjusted in the manner set forth in Treas. Reg. 1.704-1(b)(2)(iv)(i).

2.09 Section 754 Elective Adjustments. In the event that the adjusted tax basis of Member Newco property is adjusted under Section 732, 734, or 743 of the Code, the Capital Accounts of the Members shall be adjusted to the extent required by Treas. Reg. 1.704-1(b)(2)(iv)(m).

2.10 Additional Capital Account Adjustments. Member Newco shall make any further adjustments to Capital Accounts that may be necessary in order to comply with the rules set forth in Treas. Reg. 1.704-1(b)(2)(iv) as it may be amended from time to time. If the provisions of this Exhibit and the rules of Treas. Reg. 1.704-1(b)(2)(iv) fail to provide guidance as to how the Capital Accounts of the Members should be adjusted to reflect particular items, the Capital Accounts of the Members shall be adjusted in a manner that (i) maintains equality between the aggregate Capital Accounts of the Members and the amount of Member Newco capital reflected on Member Newco's balance sheet, (ii) is consistent with the underlying economic arrangement of the Members, and (iii) is based, wherever practicable, on Federal income tax accounting principles.

2.11 Transfers of Membership Interests.

(a) Upon the transfer of a Member's entire membership interest, the Capital Account of such Member shall carry over to the transferee.

(b) Upon the transfer of a portion of a Member's membership interest, the portion of such Member's Capital Account attributable to the transferred portion shall carry over to the transferee.
ARTICLE III ALLOCATION OF NET PROFITS AND NET LOSSES

3.01 In General. Allocations to the Capital Accounts of the Members shall be based on the Net Profits and Net Losses of Member Newco as determined pursuant to Section 2.02 of this Exhibit. Such allocations shall be made as provided in the Agreement except to the extent modified by the provisions of this Article III.

3.02 Limitations on Allocation of Net Losses and Deductions. Subject to Section 3.03 of this Exhibit, but notwithstanding any other provisions of the Agreement:

(a) Member Newco Nonrecourse Deductions and Member Nonrecourse Deductions. Member Newco Nonrecourse Deductions for any period shall be allocated to the Members in the same proportions as their respective allocations of Net Profits for such period pursuant to Section 13.01(f) of the Agreement. Any item of Member Nonrecourse Deduction with respect to a Member Nonrecourse Debt shall be allocated to the Member or Members who bear the economic risk loss for such Member Nonrecourse Debt in accordance with Treas. Reg. 1.704-2(i).

(b) Excess Deficit Balances. Subject to paragraph (a) immediately preceding, no Net Losses or deduction shall be allocated to any Member to the extent that such allocation would cause or increase an Excess Deficit Balance in the Capital Account of such Member. Such Net Losses or deduction shall be reallocated away

from such Member and to the other Members in accordance with the Agreement, but only to the extent that such reallocation would not cause or increase Excess Deficit Balances in the Capital Accounts of such other Members.

3.03 Chargebacks of Net Profits. Notwithstanding any other provisions of the Agreement:

(a) Member Newco Minimum Gain. In the event that there is a net decrease in Member Newco Minimum Gain for a taxable year of Member Newco, then before any other allocations are made for such taxable year, each Member shall be allocated items of Net Profits (or items thereof) for such year equal to that Member's share of the net decrease in Member Newco Minimum Gain within the meaning of Treas. Reg. 1.704-2(g)(2). The allocation required by the preceding sentence (the "Minimum Gain Chargeback Requirement") shall not apply to a Member to the extent that:

(i) the Member's share of the net decrease in Member Newco Minimum Gain is caused by a guarantee, refinancing, or other change in the debt instrument causing it to become partially or wholly Recourse Debt or Member Nonrecourse Debt, and the Member bears the economic risk of loss (within the meaning of Treas. Reg. 1.752-2) for the newly guaranteed, refinanced, or otherwise changed liability, or