EX-4.1 2 cbl-ex41_181.htm EX-4.1 cbl-ex41_181.htm

Exhibit 4.1

EXECUTION VERSION

 

CREDIT AGREEMENT

Dated as of June 7, 2022

among

ACW-NORTH CAROLINA, LLC,

BROOKFIELD SQUARE PARCEL, LLC,

CBL BROOKFIELD SQUARE OP PROPCO, LLC,

CBL CROSS CREEK SEARS OP PROPCO, LLC,

CBL DAKOTA SQUARE MALL OP PROPCO III, LLC,

CBL DAKOTA SQUARE MALL OP PROPCO, LLC,

CBL FAYETTE MALL OP PROPCO, LLC,

CBL FRONTIER SQUARE PROPCO, LLC,

CBL HAMILTON PLACE SEARS OP PROPCO, LLC,

CBL HANES MALL OP PROPCO, LLC,

CBL HARFORD MALL ANNEX PROPCO, LLC,

CBL JEFFERSON MALL SELF DEV PROPCO, LLC,

CBL KIRKWOOD MALL OP PROPCO, LLC,

CBL LANDING AT ARBOR PLACE OP PROPCO, LLC,

CBL LAUREL PARK MALL OP PROPCO, LLC,

CBL LAYTON HILLS OP PROPCO, LLC

CBL MAYFAIRE TOWN CENTER OP PROPCO, LLC,

CBL MERIDIAN MALL OP PROPCO, LLC,

CBL MID RIVERS MALL OP PROPCO, LLC,

CBL NORTHPARK MALL OP PROPCO III, LLC,

CBL NORTHPARK MALL OP PROPCO, LLC,

CBL PARKDALE MALL CORNER OP PROPCO, LLC,

CBL PARKDALE MALL CORNER TRACT 4 PROPCO, LLC,

CBL PEARLAND TOWN CENTER OP PROPCO II, LLC,

CBL POST OAK MALL OP PROPCO, LLC,

CBL SHOPS AT EASTGATE PROPCO, LLC,

CBL SOUTH COUNTY CENTER OP PROPCO II, LLC,

CBL SOUTH COUNTY CENTER OP PROPCO, LLC,

CBL SOUTHAVEN TOWNE CENTER OP PROPCO, LLC,

CBL SUNRISE COMMONS PROPCO, LLC,

CBL VALLEY VIEW MALL OP PROPCO, LLC,

CBL WEST TOWNE CROSSING OP PROPCO, LLC,

CBL WESTGATE CROSSING PROPCO, LLC,

CBL YORK GALLERIA OP PROPCO, LLC,

CHH-TENNESSEE, LLC,

CSPC-TENNESSEE, LLC,

EAST TOWNE PARCEL I, LLC,

Credit Agreement dated June 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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EXECUTION VERSION

ETM-WISCONSIN, LLC,

FAYETTE PLAZA CMBS, LLC,

GC-TENNESSEE, LLC,

HM-NORTH CAROLINA, LLC

MADISON OP OUTPARCEL GROUND, LLC,

MDN-TEXAS, LLC

MNVL-PENNSYLVANIA, LLC,

NGM-TENNESSEE, LLC,

PM ANCHOR-TEXAS LLC,

SHOPPES AT ST. CLAIR CMBS, LLC,

SOUTHPARK MALL-DSG, LLC,

STCS-ILLINOIS, LLC,

VOLUSIA SAC, LLC,

VOLUSIA-OP PERIPHERAL, LLC,

WEST TOWNE DISTRICT, LLC,

as Borrowers,

CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership,
Guarantors,

CLMG CORP.,
as Administrative Agent,

and

BEAL BANK USA,
as Initial Lender

and

the other Lenders from time to time party hereto

 

 

 

Credit Agreement dated June 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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TABLE OF CONTENTS

 

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

2

1.01

Defined Terms

2

1.02

Other Interpretive Provisions

25

1.03

Accounting Terms.

26

1.04

Times of Day

27

ARTICLE II THE LOAN

27

2.01

The Loan

27

2.02

Use of Proceeds

27

2.03

Prepayments

28

2.04

Repayment of Loan

30

2.05

Interest

30

2.06

Fees

31

2.07

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate

31

2.08

Evidence of Debt

31

2.09

Payments Generally; Administrative Agent’s Clawback

32

2.10

Sharing of Payments by Lenders

33

2.11

Release of Funds from the Loss Proceeds Account

34

2.12

Real Estate Tax Account

34

2.13

Revenue Accounts

35

2.14

Repair Reserve Account

35

2.15

Cash Accounts upon an Event of Default

35

2.16

Intentionally Omitted.

36

2.17

Disposition(s), Release(s) of Collateral.

36

2.18

Substitution of Collateral/Borrower.

37

2.19

Intentionally Omitted.

39

2.20

Extension of Maturity Date.

39

2.21

Additional Matters Relating to Term SOFR.

40

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY

42

3.01

Taxes

42

3.02

Increased Costs

46

3.03

Mitigation Obligations

47

3.04

Survival

48

ARTICLE IV CONDITIONS PRECEDENT TO INITIAL BORROWING

48

4.01

Conditions of Borrowing

48

ARTICLE V REPRESENTATIONS AND WARRANTIES

54

5.01

Existence, Qualification and Power

54

5.02

Authorization; No Contravention

54

5.03

Governmental Authorization; Other Consents

54

5.04

Binding Effect

55

5.05

Litigation

55

5.06

No Default

55

5.07

Ownership of Property; Leases

55

5.08

Environmental Compliance

55

5.09

Insurance

56

5.10

Taxes

56

Page i of v

Credit Agreement dated June 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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5.11

ERISA Compliance

56

5.12

Subsidiaries; Equity Interests; Loan Parties

56

5.13

Margin Regulations; Investment Company Act

57

5.14

Disclosure

57

5.15

Compliance with Laws; Permits

57

5.16

Intellectual Property; Licenses, Etc

57

5.17

Solvency

58

5.18

Casualty, Etc

58

5.19

Labor Matters

58

5.20

Collateral Documents

58

5.21

Compliance with OFAC and the U.S. Patriot Act

58

5.22

Conduct of Business

58

5.23

Operating Budget; Capital Budget

58

5.24

Material Contracts

59

5.25

Utility Services

59

5.26

Permits

59

5.27

Easements and Public Access

59

5.28

Flood Zone

59

5.29

Physical Condition

59

5.30

Boundaries

60

5.31

FIRPTA

60

5.32

Certain Fees

60

5.33

Financial Information

60

5.34

Payment of Tenant Improvement Costs and Leasing Commissions

60

5.35

Ground Leases

60

ARTICLE VI AFFIRMATIVE COVENANTS

62

6.01

Financial Statements

62

6.02

Certificates; Other Information

63

6.03

Notices

64

6.04

Payment of Obligations

65

6.05

Preservation of Existence, Etc

65

6.06

Maintenance of Properties

65

6.07

Maintenance of Insurance

65

6.08

Compliance with Laws

66

6.09

Books and Records

66

6.10

Inspection Rights

66

6.11

Use of Proceeds

66

6.12

Covenant to Give Security

66

6.13

Compliance with Environmental Laws

66

6.14

Preparation of Environmental Reports

67

6.15

Further Assurances

67

6.16

[Intentionally Omitted].

67

6.17

[Intentionally Omitted].

67

6.18

Material Contracts; Leases

68

6.19

Designation as Senior Debt

68

6.20

Separateness

68

6.21

Deposit Accounts

71

6.22

Budgets

71

6.23

Real Estate Tax Account

71

Page ii of v

Credit Agreement dated June 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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6.24

Restoration Following Casualty

71

6.25

Condemnation

73

6.26

Ground Leases

74

6.27

Post-Closing Covenant

75

6.28

Posting Closing Obligations With Respect to Account Control Agreements

75

ARTICLE VII NEGATIVE COVENANTS

75

7.01

Liens

75

7.02

Indebtedness

76

7.03

Investments

76

7.04

Fundamental Changes

76

7.05

Dispositions

76

7.06

Formation of Subsidiaries and Employees

77

7.07

Transactions with Affiliates

77

7.08

Use of Proceeds

77

7.09

[Reserved].

77

7.10

Amendments of Organization Documents

77

7.11

Accounting Changes

77

7.12

ERISA.

77

7.13

Assignment

78

7.14

Deposit Accounts and Securities Accounts

78

7.15

Hazardous Materials

78

7.16

Sale-Leaseback

78

7.17

Restricted Payments

78

7.18

Sole Member; Parent

79

7.19

Partition

79

7.20

Leases

79

7.21

Intercompany Note

79

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES

80

8.01

Events of Default

80

8.02

Remedies upon Event of Default

83

8.03

Appropriate Proceedings; Remedies Cumulative

84

8.04

Application of Funds

85

ARTICLE IX ADMINISTRATIVE AGENT

85

9.01

Appointment and Authority

85

9.02

Rights as a Lender

86

9.03

Exculpatory Provisions

86

9.04

Reliance by Administrative Agent

87

9.05

Delegation of Duties

87

9.06

Resignation of Administrative Agent

88

9.07

Non-Reliance on Administrative Agent and Other Lenders

88

9.08

Administrative Agent May File Proofs of Claim

89

9.09

Collateral Matters

89

ARTICLE X MISCELLANEOUS

90

10.01

Amendments, Etc

90

10.02

Notices; Effectiveness; Electronic Communications

91

10.03

No Waiver; Cumulative Remedies; Enforcement

93

10.04

Expenses; Indemnity; Damage Waiver.

93

10.05

Payments Set Aside

95

Page iii of v

Credit Agreement dated June 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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10.06

Successors and Assigns.

96

10.07

Treatment of Certain Information; Confidentiality

99

10.08

Right of Setoff

100

10.09

Interest Rate Limitation

100

10.10

Counterparts; Integration; Effectiveness

101

10.11

Survival of Representations and Warranties

101

10.12

Severability

101

10.13

Borrowers’ Representative

101

10.14

Governing Law; Jurisdiction; Etc.

102

10.15

WAIVER OF JURY TRIAL

103

10.16

No Advisory or Fiduciary Responsibility

104

10.17

Electronic Execution of Assignments and Certain Other Documents

104

10.18

U.S. PATRIOT Act

104

10.19

LIMITATION OF LIABILITY

105

10.20

Use of Name and Information

106

10.21

ENTIRE AGREEMENT

106

10.22

Broker

106

10.23

Joint and Several Liability of Borrowers.

106

 

SCHEDULES

 

Schedule 2.01

-

Commitments and Applicable Percentages

Schedule 2.02

-

Use of Proceeds

Schedule 2.14

-

Repair Reserve Account Scheduled Repairs

Schedule 2.17(b)

-

Special Release Parcel

Schedule 4.01(a)(xviii)

-

Insurance Requirements

Schedule 5.05

-

Litigation

Schedule 5.07(b)

-

Leases

Schedule 5.11

-

ERISA Compliance

Schedule 5.12A

-

Subsidiaries and Other Equity Investments

Schedule 5.12B

-

Loan Parties

Schedule 5.16

-

Intellectual Property Matters

Schedule 5.19

-

Labor Matters

Schedule 5.24

-

Material Contracts

Schedule 5.25

-

Utility Services

Schedule 5.29

-

Repairs

Schedule 5.35

-

Ground Leases

Schedule 6.18

-

Property Management Agreements

Schedule 6.27

-

Post-Closing Covenants

Schedule 6.28

-

Post-Closing Covenants DACAs

Schedule 7.02(c)

-

Specified Value for each Borrower

 

EXHIBITS

 

A

[Legal Description for each Project]

B

Form of Note

C-1

Form of Compliance Certificate

Page iv of v

Credit Agreement dated June 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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C-2

Form of Excess Cash Flow Certificate

D

Form of Assignment and Assumption

E-1

Form of Non-Recourse Full Guaranty

E-2

Form of Non-Recourse Carve-Out Guaranty

F

Form of Security Agreement (Borrowers and Sole Member)

G-1

Form of Mortgage

G-2

Form of Deed of Trust

I

Form of Assignment of Material Contracts

J-1

Form of Pledge Agreement (Borrowers)

J-2

Form of Pledge Agreement (Sole Member)

 

 

Page v of v

Credit Agreement dated June 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

4853-5990-8115\14


 

 

CREDIT AGREEMENT

This CREDIT AGREEMENT (“Agreement”) is entered into as of June 7, 2022, among ACW-NORTH CAROLINA, LLC, a North Carolina limited liability company, BROOKFIELD SQUARE PARCEL, LLC, a Wisconsin limited liability company, CBL BROOKFIELD SQUARE OP PROPCO, LLC, a Wisconsin limited liability company, CBL CROSS CREEK SEARS OP PROPCO, LLC, a North Carolina limited liability company, CBL DAKOTA SQUARE MALL OP PROPCO III, LLC, a North Dakota limited liability company, CBL DAKOTA SQUARE MALL OP PROPCO, LLC, a North Dakota limited liability company, CBL FAYETTE MALL OP PROPCO, LLC, a Kentucky limited liability company, CBL FRONTIER SQUARE PROPCO, LLC, a Wyoming limited liability company, CBL HAMILTON PLACE SEARS OP PROPCO, LLC, a Tennessee limited liability company, CBL HANES MALL OP PROPCO, LLC, a North Carolina limited liability company, CBL HARFORD MALL ANNEX PROPCO, LLC, a Pennsylvania limited liability company, CBL JEFFERSON MALL SELF DEV PROPCO, LLC, a Kentucky limited liability company, CBL KIRKWOOD MALL OP PROPCO, LLC, a North Dakota limited liability company, CBL LANDING AT ARBOR PLACE OP PROPCO, LLC, a Georgia limited liability company, CBL LAUREL PARK MALL OP PROPCO, LLC, a Michigan limited liability company, CBL LAYTON HILLS OP PROPCO, LLC, a Utah limited liability company, CBL MAYFAIRE TOWN CENTER OP PROPCO, LLC, a North Carolina limited liability company, CBL MERIDIAN MALL OP PROPCO, LLC, a Michigan limited liability company, CBL MID RIVERS MALL OP PROPCO, LLC, a Missouri limited liability company, CBL NORTHPARK MALL OP PROPCO III, LLC, a Missouri limited liability company, CBL NORTHPARK MALL OP PROPCO, LLC, a Missouri limited liability company, CBL PARKDALE MALL CORNER OP PROPCO, LLC, a Texas limited liability company, CBL PARKDALE MALL CORNER TRACT 4 PROPCO, LLC, a Texas limited liability company, CBL PEARLAND TOWN CENTER OP PROPCO II, LLC, a Texas limited liability company, CBL POST OAK MALL OP PROPCO, LLC, a Texas limited liability company, CBL SHOPS AT EASTGATE PROPCO, LLC, an Ohio limited liability company, CBL SOUTH COUNTY CENTER OP PROPCO II, LLC, a Missouri limited liability company, CBL SOUTH COUNTY CENTER OP PROPCO, LLC, a Missouri limited liability company, CBL SOUTHAVEN TOWNE CENTER OP PROPCO, LLC, a Mississippi limited liability company, CBL SUNRISE COMMONS PROPCO, LLC, a Texas limited liability company, CBL VALLEY VIEW MALL OP PROPCO, LLC, a Virginia limited liability company, CBL WEST TOWNE CROSSING OP PROPCO, LLC, a Wisconsin limited liability company, CBL WESTGATE CROSSING PROPCO, LLC, a South Carolina limited liability company, CBL YORK GALLERIA OP PROPCO, LLC, a Pennsylvania limited liability company, CHH-TENNESSEE, LLC, a Tennessee limited liability company, CSPC-TENNESSEE, LLC, a Tennessee limited liability company, EAST TOWNE PARCEL I, LLC, a Wisconsin limited liability company, ETM-WISCONSIN, LLC, a Wisconsin limited liability company, FAYETTE PLAZA CMBS, LLC, a Delaware limited liability company, GC-TENNESSEE, LLC, a Tennessee limited liability company, HM-NORTH CAROLINA, LLC, a North Carolina limited liability company, MADISON OP OUTPARCEL GROUND, LLC, a Wisconsin limited liability company, MDN-TEXAS, LLC, a Texas limited liability company, MNVL-PENNSYLVANIA, a Pennsylvania limited liability company, NGM-TENNESSEE, LLC, a Tennessee limited liability company, PM ANCHOR-TEXAS, LLC, a Texas limited liability company, SHOPPES AT ST. CLAIR CMBS, LLC, a Delaware limited liability

Page 1 of 111

Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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company, SOUTHPARK MALL-DSG, LLC, a Virginia limited liability company, STCS-ILLINOIS, LLC, an Illinois limited liability company, VOLUSIA SAC, LLC, a Florida limited liability company, VOLUSIA-OP Peripheral, LLC, a Florida limited liability company, WEST TOWNE DISTRICT, LLC, a Wisconsin limited liability company (collectively “Borrowers” and individually a “Borrower”), CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, BEAL BANK USA, a Nevada thrift (the “Initial Lender”), each other lender from time to time party hereto (collectively, with the Initial Lender, the “Lenders” and individually, a “Lender”), and CLMG CORP., as administrative agent (the “Administrative Agent”).

PRELIMINARY STATEMENTS:

Borrowers have requested that the Lenders provide a single advance term Loan (defined herein) on the Closing Date in the stated principal amount of $360,000,000.00, and the Lenders have indicated their willingness to provide such a term Loan on the terms and subject to the conditions set forth herein.

Borrowers engaged the services of the Exclusive Placement Agent (defined herein) to assist it with identifying potential sources of financing which would be secured by Borrowers’ real properties and fixtures, and after careful consideration of available financing options, determined that the Initial Lender and the Administrative Agent provided the best financing option to Borrowers.

In consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

Article I
DEFINITIONS AND ACCOUNTING TERMS

1.01Defined Terms.  As used in this Agreement, the following terms shall have the meanings set forth below:

Acceptable Financial Institution” means any financial institution acceptable to the Administrative Agent in its reasonable discretion; provided, that, with respect to any such financial institution, either (a) such financial institution shall have entered into an Account Control Agreement satisfactory to the Administrative Agent in its sole but reasonable discretion which Account Control Agreement shall include a full waiver of setoff rights by such financial institution with respect to any debt or obligations of any Borrower owing to such financial institution (other than customary account fees and similar items (including any lockbox services)) or (b) such financial institution shall have entered into an Account Control Agreement satisfactory to the Administrative Agent in its sole but reasonable discretion and shall have no existing business relationship with any Loan Party of any kind at any time, and shall not have had any prior business relationship with any Loan Party during the two year period immediately preceding the date hereof, including that such financial institution shall not, during such period or after the date hereof, have extended any credit to any Loan Party of any kind (whether by loans, lines of credit or otherwise)

Page 2 of 111

Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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or, except with respect to being the depositary bank with respect to a Revenue Account, have not provided any cash management services, including treasury, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.

Account Control Agreement” means each account control agreement entered into by the Administrative Agent, and any Borrower or Sole Member, and, in the case of the Blocked Accounts, the Depositary Bank, and, with respect to all other Accounts, the applicable Acceptable Financial Institution, in each case, each such Account Control Agreement to be in form and substance satisfactory to the Administrative Agent.

Accounts” means, collectively, the Blocked Accounts and all other deposit accounts and securities accounts of Borrowers, and, “Account” means, individually, a Blocked Account or any such deposit account or securities account.

Administrative Agent” has the meaning specified in the introductory paragraph hereto.

Administrative Agent Fee” has the meaning set forth in the Fee Letter.

Administrative Agent’s Office” means the Administrative Agent’s address as set forth in Section 10.02, or such other address in the United States as the Administrative Agent may from time to time specify by notice to Borrowers and the Lenders.

Administrative Questionnaire” means an Administrative Questionnaire in form approved by the Administrative Agent.

Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

Agreement” has the meaning specified in the introductory paragraph hereto.

Anti-Corruption Law” means, with respect to any Related Party, the FCPA and any law, rule or regulation of any jurisdiction concerning or relating to bribery or corruption that are applicable to such Related Party.

Anti-Terrorism Law” means, with respect to any Person all Laws related to financing terrorism including (a) the Patriot Act, (b) the Currency and Foreign Transactions Reporting Act, (31 U.S.C. §§ 5311-5330) (also known as the “Bank Secrecy Act”), (c) the Trading With the Enemy Act, (50 U.S.C. § 1 et seq.), (d) Executive Order 13224 (effective September 24, 2001) and (e) the International Economic Emergency Powers Act (15 U.S.C. § 1701 et seq.).

Applicable Margin” means 4.1000%.

Applicable Percentage” means, with respect to any Lender at any time, the fraction (expressed as a percentage, carried out to the ninth decimal place of the Dollar amount of

Page 3 of 111

Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

4853-5990-8115\14


 

the Loan), the numerator of which is represented by the principal amount of the Loan held by such Lender at such time and the denominator of which is the total principal amount of the Loan then outstanding at such time.  The initial Applicable Percentage of each Lender in respect of the Loan is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, and in the absence thereof, the applicable percentage of the Initial Lender shall be 100%.

Applicable Rate” means, for any Interest Period, a per annum rate of interest (determined carried out to four decimal places) at which the outstanding principal amount of the Loan bears interest in accordance with the provisions of this Agreement, equal to the Initial Interest Rate from and to the third anniversary of the Closing Date and for any period after the third anniversary of the Closing Date, the Benchmark Rate as determined on the first day of such Interest Period plus the Applicable Margin.

Approved Fund” means any fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity, or an Affiliate of an entity, that administers or manages a Lender.

Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)(iii)), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form approved by the Administrative Agent.

Assignment of Material Contracts” means that certain Assignment of Material Contracts in the form of Exhibit I or such other form approved by the Administrative Agent.

Benchmark Rate” means the Term SOFR Rate; provided, however, that, promptly upon the occurrence of any Benchmark Transition Event or the suspension of the Term SOFR Rate in accordance with Section 2.21(d), the “Benchmark Rate” shall at all times then and thereafter (in the case of the occurrence of any Benchmark Transition Event) or at all times during any such suspension (in the case of such suspension) mean the Federal Funds Rate plus 0.35% (provided such rate shall not be less than 0.50%).  Notwithstanding the foregoing, if, on any date of determination hereunder, the Benchmark Rate is less than the Floor Rate, then, for such date of determination, the Benchmark Rate shall be deemed to be the Floor Rate at such time.

Benchmark Transition Event” means that, and such an event shall be deemed to have occurred if, the Administrative Agent has determined in its sole and absolute discretion that (a) the administrator of Term SOFR has announced that Term SOFR will no longer be provided, (b) any relevant agency or authority has announced that Term SOFR is no longer representative, or (c) any similar circumstance exists such that Term SOFR has become permanently unavailable or ceased to exist.

Blocked Accounts” means the Real Estate Tax Account, and the Loss Proceeds Account.

Borrowers” has the meaning specified in the introductory paragraph hereto.

Page 4 of 111

Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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Borrowers’ knowledge,” “the knowledge of Borrowers,” and similar phrases shall mean the actual or constructive knowledge of Farzana Khaleel, Victoria Evans and Jennifer Cope, after due inquiry; and shall be deemed to include such knowledge of any Person who shall assume any actual or contemplated function of the foregoing person in the context in which this defined term is being used as of the date with respect to which such knowledge is determined.

Borrower’s Representative” means Sole Member.

Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the State of New York, the State of Nevada or the State of Texas.

Capital Budget” has the meaning specified in Section 6.22.

Capital Expenditures” means, with respect to any Person for any period, any expenditure that is capitalized on the balance sheet of any Borrower in accordance with GAAP.

Cash Equivalents” means any of the following types of Investments, to the extent owned by any Borrower free and clear of all Liens (other than Liens created under the Collateral Documents):

(a)readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof; provided that the full faith and credit of the United States of America is pledged in support thereof;

(b)time deposits with, or certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (a) is a Lender or (b) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System and (ii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than 90 days from the date of acquisition thereof; and

(c)fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clauses (a) through (b) and entered into with financial institutions satisfying the criteria of clause (b).

Casualty Loss” has the meaning specified in Section 6.24.

Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) with respect to each Lender, the making or issuance of any

Page 5 of 111

Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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request, guideline or directive (whether or not having the force of law) by any Governmental Authority that is a regulator of such Lender.

Change of Control” means an event or series of events by which, except as expressly permitted hereby:

(i)Parent shall cease to directly own and control legally and beneficially free and clear of all Liens (except the lien in favor of Secured Parties) 100% of the Equity Interests in Sole Member; or

(ii)Sole Member shall cease to directly own and control legally and beneficially free and clear of all Liens (except the lien in favor of Secured Parties) 100% of the Equity Interests in each Borrower.

Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.

Code” means the Internal Revenue Code of 1986.

Collateral” means all real and personal property that is or is purported to be, under the terms of the Collateral Documents, subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties, including, without limitation, (i) all of the “Collateral” and “Property” referred to in the Collateral Documents and (ii) each Project.

Collateral Documents” means, collectively, the Pledge Agreements, the Security Agreements, each Mortgage, each Account Control Agreement, the Environmental Indemnity, the Assignment of Material Contracts, each of the Security Agreement Supplements delivered to Administrative Agent pursuant to Section 6.12, and each other written agreement, instrument or document executed by a Loan Party that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties, and “Collateral Document” means, individually, any such agreement, instrument or document.

Collateral Release Fee” means Twenty-Five Thousand and No/100 Dollars ($25,000.00) per each Property released.

Commitment” means, as to each Lender, its obligation to fund its portion of the Loan to Borrowers pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

Compliance Certificate” means a certificate substantially in the form of Exhibit C-1.

Conforming Changes” has the meaning specific in Section 2.21(c).

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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Contractual Obligation” means, as to any Person, any provision of any Lien or security issued or incurred by such Person or of any obligation, liability or undertaking under any contract, agreement, instrument or other document to which such Person is a party or by which it or any of the Projects is bound.

Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

Debt Yield” shall mean, as of December 31, 2026, Net Operating Income for the consecutive twelve-month period ending as of such date divided by the outstanding principal amount of the Loan on such date.

Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

Default Rate” means an interest rate equal to the lesser of (a) the Maximum Rate and (b) the Applicable Rate plus 3% per annum.

Depository Bank” means Beal Bank USA, and/or, at the election of the Administrative Agent, another bank acceptable to the Administrative Agent in its sole but reasonable discretion, with which the Real Estate Tax Account and the Loss Proceeds Account will be opened and maintained.

Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.  

Dollar” and “$” mean lawful money of the United States.

DSCR” means, on a consolidated basis as of the end of the relevant Fiscal Quarter, the quotient obtained by dividing (i) Net Operating Income for the consecutive twelve month period ending as of such date, by (ii) the aggregate amount of interest paid on the Loan (excluding any interest at the Default Rate) during the immediately preceding twelve (12) month period ending as of such date, but with respect to the period of time between the Closing Date and the end of the first calendar year, such interest shall be calculated on an annualized basis.

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06(b), including any consent requirements in Section 10.06(b)(iii).

Environmental Indemnity” means that certain Environmental Indemnity Agreement dated of even date herewith executed by each Borrower and each Guarantor in favor of the Administrative Agent and the Lenders.

Environmental Laws” means any and all Laws relating to pollution and the protection of the environment from Hazardous Materials or the release of any Hazardous Materials into the environment, including those related to Hazardous Materials discharged in the air, or to waste or public systems.

Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership, member’s, trust or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership, member’s, trust or profit interests in) such Person, all of the securities issued by such Person convertible into or exchangeable for shares of capital stock of (or other ownership, member’s, trust or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member’s, trust or profit interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

ERISA” means the Employee Retirement Income Security Act of 1974.

ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with any Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower or any ERISA Affiliate.

Page 8 of 111

Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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Event of Default” has the meaning specified in Section 8.01.

Excess Cash Flow” means on a consolidated cash basis, as of the end of the relevant Fiscal Quarter, Net Operating Income less (a) Capital Expenditures, (b) Tenant Allowances, (c) all payments made in respect of the Loan during such Fiscal Quarter, and (d) without duplication, required taxable income distributions reasonably estimated by Borrower’s tax advisors on a quarterly basis and made by the Borrowers pursuant to Section 7.17(a) hereof.

Excess Cash Flow Certificate” means a certificate substantially in the form of Exhibit C‑2.

Excluded Items” means, with respect to the Revenue to be reported by Borrowers, the interest income that would otherwise be recognized by the Borrowers solely but for the issuance of the Sole Member Promissory Note.

Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder or under the Fee Letter, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by any jurisdiction (or any political subdivision thereof), (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any Borrower is located, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code, and (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by a Borrower under Section 10.13), any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (b) of Section 3.01(e)(ii).

Exclusive Placement Agent” means Moelis & Company LLC.

Existing Financing” has the meaning specified in Section 4.01(a)(xxi).

Existing Leases” means those Leases set forth on Schedule 5.07(b), as in effect on the Closing Date.

Extension Fee” means Fifty Thousand and No/100 Dollars ($50,000.00).

Extraordinary Receipt” means any cash received by or paid to or for the account of any Person in respect of proceeds of insurance, or condemnation awards (and payments in lieu thereof).

FCPA” means the Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§ 78dd 1, et seq.

Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Beal Bank USA on such day on such transactions as determined by the Administrative Agent.  

Fee Estate” means the fee estate of any Ground Lessor in the land on which the relevant Project is located.

Fee Letter” means the letter agreement, dated of even date herewith, among Borrowers, the Lenders and the Administrative Agent.

First Lien Policies” and “First Lien Policy” have the meanings specified in Section 4.01(a)(iv)(B).

Fiscal Quarter” means a fiscal quarter of Borrowers which, unless modified in accordance with this Agreement, shall mean the quarters ending March 31, June 30, September 30 and December 31 of each calendar year.

Floor Rate” means zero percent 0.0000% per annum.

Foreign Lender” means any Lender that is organized under the Laws of a jurisdiction other than that in which Borrowers are residents for tax purposes.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

Fraudulent Transfer Laws” has the meaning specified in Section 10.23(a).

FRB” means the Board of Governors of the Federal Reserve System of the United States.

GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

Page 10 of 111

Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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Ground Leases” means the leases described in Schedule 5.35 hereof pursuant to which a Borrower leases the land, as such lease may be amended, modified, supplemented, renewed and extended.

Ground Lessee” means the lessee under the relevant Ground Lease.

Ground Lessee Default” means either of the following:

 

(i)

A default by the applicable Borrower in making any payment of Ground Rent, additional rent or other sum of money payable by such Borrower to Ground Lessor under the relevant Ground Lease on the date such payment is due and payable, and such default shall have continued to the date that is ten (10) days prior to the latest date that all applicable notice and cure periods are scheduled to expire.

 

(ii)

A default by the applicable Borrower in performing or observing any of the terms, covenants or conditions of the relevant Ground Lease other than the payments referred to in clause (i) required to be performed or observed by Ground Lessee, and such default shall have continued to the date that is ten (10) days prior to the latest date that all applicable notice and cure periods are scheduled to expire.

Ground Lessor” means the lessor under the relevant Ground Lease.

Ground Lessor Default” means a default by the relevant Ground Lessor in performing or observing any of the terms, covenants or conditions of the relevant Ground Lease required to be performed or observed by such Ground Lessor.

Ground Rent” means the base or minimum rent payable in fixed monthly or other periodic installments under the relevant Ground Lease.

Guaranty” means, the guaranty made by each of the Guarantors in favor of the Secured Parties, and delivered to Administrative Agent pursuant to Section 4.01(a)(xii) hereof. The form of Guaranty for the Sole Member is attached hereto as Exhibit E-1 (Payment and Performance) and the form of Guaranty for Sponsor is attached hereto as Exhibit E-2 (Non-Recourse Carve-Out Guaranty), and made a part hereof.  

Guarantors” means, collectively, Sole Member and Sponsor, and “Guarantor” means, individually, any such entity.

Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law; provided, however, Hazardous Materials shall not be deemed to include cleaning substances used in the ordinary course of operations of the Projects in accordance with applicable instructions on use, or sold in retail quantities.

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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Immaterial Transfer” shall mean the removal or Disposition of (a) obsolete personal property or fixture(s) located at the Projects; provided that such personal property or fixture(s) (i) is of no continuing beneficial use at such Project at the time of such removal and (ii) in any individual case, does not exceed $100,000 or, in the aggregate, does not exceed $1,000,000 per calendar year (with the first such period to commence on the Closing Date and continue through December 31, 2022) and (b) worn personal property replaced with personal property of similar utility; and if the terms of clause (a) or (b) above are satisfied the removal or Disposition of such personal property or fixture(s) shall not require the prior written consent of the Administrative Agent or the Required Lenders.

Impacted Lender” means any Lender that has (a) failed to fund any portion of the Loan required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder unless such failure has been cured, (b) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, or (c) (i) become or is insolvent or is the Subsidiary or Affiliate of a Person that has become or is insolvent or (ii) become the subject of any proceeding under Debtor Relief Laws or has had a receiver, conservator, trustee, custodian or governmental agency appointed for it or to take over its affairs, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or is the Subsidiary or Affiliate of a Person that has become the subject of any proceeding under Debtor Relief Laws or has had a receiver, conservator, trustee, custodian or governmental agency appointed for it or to take over its affairs, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.  Notwithstanding anything to the contrary contained herein, neither the Initial Lender nor any of its Affiliates shall at any time be deemed to be an Impacted Lender.

Improvements” has the meaning set forth in the granting clause of each Mortgage, as applicable.

Indebtedness” means, with respect to any Person as of any date of determination: (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the sale of Property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such Property from such Person); (b) obligations to pay the deferred purchase or acquisition price of Property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business so long as such trade accounts payable are payable and paid within ninety (90) days of the date the respective goods are delivered or the respective services are rendered; (c) obligations of others secured by a Lien on the Property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person; (d) obligations (contingent or otherwise) under reimbursement agreements in respect of letters of credit or similar instruments issued for the account of such Person; (e) payment obligations under repurchase agreements, single seller financing facilities, warehouse facilities and other lines of credit; (f) obligations or indebtedness of others guaranteed by such Person; (g) all obligations incurred in connection with the acquisition or carrying of fixed assets; (h) indebtedness of general partnerships of which such Person is a general partner; (i) obligations under any rate swap transactions, basis

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing) and (j) any other known or contingent liabilities of such Person.

Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

Indemnitees” has the meaning specified in Section 10.04(b).

Independent Manager” means a natural person selected by each Borrower and as to whom the Required Lenders have no reasonable objection, who: (a) is not and has not been at any time within the past five (5) years (i) a stockholder, director, manager, officer, employee, or partner of any Borrower or any Affiliate of any Borrower or a direct or indirect owner of any Equity Interest or other interest in any Borrower or any Affiliate of each Borrower (unless serving in such capacity as an Independent Manager or Director and such person is an employee of a nationally recognized provider of Independent Managers or Directors), (ii) a customer of or supplier to, or a person who derives more than ten percent (10%) of its purchases or revenues from, any Borrower or any Affiliate of any Borrower, (iii) an Affiliate of, or an employee or agent of any Person that is an Affiliate of, any Borrower or any Affiliate of any Borrower, or (iv) a member of the immediate family of any person that would fall within the descriptions set forth in the foregoing clauses (i) through (iii); (b) in any event, has no interest in the profits, losses or capital of any Borrower or any Affiliate of any Borrower and has no right to receive any distributions of the assets of any such Person; and (c) is appointed a manager of such Borrower on terms satisfactory to the Administrative Agent.

Information” has the meaning specified in Section 10.07.

Initial Capital Budget” has the meaning specified in Section 4.01(a)(xx).

Initial Interest Rate” means a rate per annum equal to the then determined average of (i) 6.9500% and (ii) the sum of the Benchmark Rate as determined on the first day of such Interest Period plus 4.1000%.

Initial Operating Budget” has the meaning specified in Section 4.01(a)(xx).

Insurance Requirements” means the requirements for insurance to be maintained by Borrowers throughout the term of the Loan as set forth on Schedule 4.01(a)(xv).

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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Interest Payment Date” means, the first (1st) day of each month, but if such day is not a Business Day, then the Interest Payment Date shall be the immediately succeeding Business Day; provided that, the first Interest Payment Date shall be July 1, 2022.2

Interest Period” means, the initial period from the Closing Date to the first Interest Payment Date and, thereafter, from the relevant Interest Payment Date to the next following Interest Payment Date; provided that:

(a)if the Closing Date occurs on an Interest Payment Date, the last day of the initial Interest Period with respect to the Loan will be the Interest Payment Date occurring in the next succeeding calendar month;

(b)any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day;

(c)any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(d)no Interest Period shall extend beyond the Maturity Date.

Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person in another Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, guaranty or assumption of debt of, or purchase or other acquisition of any other debt or equity interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person.

IP Rights” has the meaning specified in Section 5.16.

Laws” means, collectively, all applicable international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

Lease” or “Leases” have the meaning specified in Section 5.07(b).

 

2 NTD: Stub interest through the end of the prior calendar month will be paid at closing.

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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Leased Premises” means the land and any other real property leased by applicable Borrower pursuant to the relevant Lease.

Leasehold Estate” means applicable Borrower’s interest in the land and any other real property leased by such Borrower pursuant to a Ground Lease, including all of the following:

 

(i)

All rights of such Borrower to renew or extend the term of  such Ground Lease.

 

(ii)

All amounts deposited by such Borrower with Ground Lessor under such Ground Lease.

 

(iii)

Such Borrower’s right or privilege to terminate, cancel, surrender, modify or amend such Ground Lease.

 

(iv)

All other options, privileges and rights granted and demised to such Borrower under such Ground Lease and all appurtenances with respect to such Ground Lease.

Lender” has the meaning specified in the introductory paragraph hereto.

Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office in the United States as a Lender may from time to time specify by notice to Borrowers and the Administrative Agent.

Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

Loan” means an extension of credit by a Lender to Borrowers under Article II.  The Dollar amount of the Loan on the Closing Date is $360,000,000 and the Loan shall be fully funded on the Closing Date.

Loan Documents” means, collectively, (a) this Agreement, (b) the Note, (c) the Guaranty, (d) the Environmental Indemnity, (e) the Collateral Documents, and (f) the Fee Letter as each of the same may hereafter be modified, amended, supplemented and/or restated from time to time, and any other documents, agreements and instruments now or hereafter evidencing or securing the Loan or delivered to Lender in connection with the Loan, and “Loan Document” means, individually, any such document, agreement or instrument.

Loan Parties” means, collectively, Borrowers, Sole Member, Parent and Sponsor, and “Loan Party means, individually, a Borrower, Sole Member, Parent or Sponsor.  

Loan to Value Ratio” means the percentage derived by dividing (x) the then-outstanding principal amount of the Loan by (y) the value of the Collateral as determined by the Required

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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Lenders at the time in question in their reasonable discretion based on appraisals, broker’s opinion of values and internal valuations.

Loss Proceeds Account” means the Blocked Account established by Borrowers, jointly, with the Depositary Bank designated for such Blocked Account in the definition thereof into which all Extraordinary Receipts will be deposited and which shall be released only in accordance with Section 2.11 of this Agreement.

Loss Proceeds Prepayment Amount” means the applicable amounts required to be prepaid by Sections 6.24 and 6.25 hereof as a mandatory prepayment under Section 2.03(b)(ii).

Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, assets, properties, liabilities, or condition (financial or otherwise) of Borrowers or Sole Member; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document, or of the ability of any Borrower or Sole Member to fully and timely perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Borrower or Sole Member of any Loan Document to which it is a party.

Material Contract” means, with respect to any Person, each Material Lease, each Property Management Agreement and each other contract to which such Person is a party involving aggregate consideration payable to or by such Person of $500,000 or more in any calendar year or otherwise material to the business, condition (financial or otherwise), operations, performance or properties of such Person.  

Material Lease” means a Lease that (i) has a primary term in excess of 10 years or grants the Tenant renewal options which could result in a term in excess of 10 years, (ii) provides for leased premises of more than 7,500 rentable square feet of space (and with respect to any ground lease to a Tenant, the building located on the ground lease shall be more than 7,500 square feet in size), (iii)  costs of Tenant improvements, lease commissions and landlord work with regard to such lease payable by a Borrower exceed, in the aggregate, $500,000, (v) grants the Tenant any exclusivity rights other than in regard to the demised premises or any right or option to purchase such premises or (vi) is with a Loan Party or an affiliate of a Loan Party.

Maturity Datemeans June 7, 2027, subject to extension in accordance with Section 2.20; provided, however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

Maximum Rate” has the meaning specified in Section 10.09.

Minimum Real Estate Tax Account Funding” has the meaning specified in Section 6.23.

Mortgages” means, collectively, the mortgages, deeds of trusts, deeds to secure debt or similar instrument for each Property listed in Exhibit A, each is a “Mortgage”.

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which a Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions.

Net Cash Proceeds” means, with respect to any Disposition by any Borrower, or any Extraordinary Receipt received or paid to the account of any Borrower, the excess, if any, of the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) less reasonable and customary, documented, out-of-pocket expenses incurred by any Borrower, as applicable, in connection with such transaction paid to Persons not affiliated with any Loan Party (or upon arm’s length terms if affiliated with any Loan Party) and reasonably consented to by the Administrative Agent.

Net Operating Income” shall mean for any period, as determined on a cash basis of accounting, (a) rents and other revenues recognized in the ordinary course from the Projects (but excluding the Excluded Items), minus (b) all Operating Expenses (excluding interest and depreciation expense) related to the ownership, operation or maintenance of the Projects, including but not limited to property taxes, insurance, utilities, maintenance, repair and landscaping expenses, marketing expenses and management fees (but only to the extent such fees are paid).

Note” means a promissory note made by Borrowers in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit B.

Obligations” means, collectively: (a) the Loan and all other amounts payable by Borrowers to any of the Secured Parties under this Agreement or any other Loan Document or otherwise with regard to the Loan, together with interest on such amounts (including interest that would be payable as post-petition interest in connection with any bankruptcy or similar proceeding), and all other obligations and liabilities of Borrowers arising under, or in connection with, the Loan Documents, including Borrowers’ indemnity obligations to any of the Secured Parties pursuant to the Loan Documents, in each case whether now existing or hereafter arising; (b) all obligations and liabilities of any of the Loan Parties (other than Borrowers) arising under, or in connection with, the Loan Documents, including the indemnity obligations of any of such Loan Parties to any of the Secured Parties pursuant to the Loan Documents, in each case whether now existing or hereafter arising (including interest that would be payable as post-petition interest in connection with any bankruptcy or similar proceeding); (c) any and all sums paid by or on behalf of any Secured Party pursuant to any Loan Document in order to protect or preserve any Collateral or the interest of any of the Secured Parties in such Collateral; and (d) in the event of any proceeding for the collection or enforcement of any of the indebtedness, obligations or liabilities of the Loan Parties described in the foregoing clauses (a), (b) and (c) or of any of the obligations or liabilities of a Guarantor under a Guaranty, the expenses of taking, retaking, holding, collecting, preparing for sale, selling or otherwise disposing of or realizing on any of the Collateral, or of any exercise by any Secured Party of its rights under the Loan Documents, including attorneys’ fees and disbursements and court costs.

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

Open-Air Projects” shall mean those Projects identified on Exhibit A as Open-Air Projects.

Operating Budget” has the meaning specified in Section 6.22.

Operating Expenses” means, in accordance with GAAP, the following, whether incurred by Borrowers (to the extent such manager-related charges are payable or reimbursable by Borrowers): (i) all costs of maintaining and operating the Projects (including wages and salaries paid by Borrowers) which are direct expenses of the Projects; (ii) all insurance costs; (iii) all utility charges; (iv) all ad valorem taxes, sales taxes, payroll taxes, or other taxes paid in connection with the operation of the Projects; (v) [Intentionally omitted]; (vi) management fees and expenses (on fair market terms); (vii) reserved; (viii) equipment operating lease payments; and (ix) all other expenses of operation of Borrowers subject to any restrictions contained in this Agreement; provided, however, that Operating Expenses do not include (1) Capital Expenditures, (2) principal and interest payments on the Loan, (3) any other expenses paid out of escrows or reserves which had previously been established, to the extent the amounts in such escrows or reserves were previously paid from Operating Revenue, and (4) all costs of repairing (in excess of the proceeds of insurance policies covering the Projects to the extent such insurance proceeds are made available, as provided in the Loan Documents, and are used to cover the costs of such repair, restoration or rebuilding).

Operating Revenue” means, in accordance with GAAP the gross cash receipts collected and received by Borrowers from the operation of the Projects, but excluding any Net Cash Proceeds and the Excluded Items.

Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a Lien under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.02).

Outparcel Projects” shall mean those Projects identified on Exhibit A as Outparcel Projects.

Parent” means CBL & Associates Holdco II, LLC, a Delaware limited liability company.

Participant” has the meaning specified in Section 10.06(d).

Participant Register” has the meaning specified in Section 10.06(d).

Payment in Full” means the date upon which all Obligations have been finally, unconditionally and indefeasibly paid and performed in full (other than indemnity obligations set forth in the Loan Documents that survive the termination of the same, as applicable).

PBGC” means the Pension Benefit Guaranty Corporation.

Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by a Borrower or any ERISA Affiliate or to which a Borrowers or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.

Permit” means any and all permits, licenses, approvals and other authorizations required to be held by a Borrower or to be in place with respect to any Project under any applicable Law necessary for the development, construction, leasing and/or operation of such Project, including, without limitation, zoning or use permits, variances or special exceptions, and/or zoning reclassifications, foundation and shoring permits, sewer and utility will-serve permits, building permits, street crossing and encroachment permits, subdivision approvals, earth moving permits, environmental permits and approvals, and approvals of fire underwriters.

Permitted Encumbrances” has the meaning specified in the applicable Mortgages, solely with respect to the Project(s) that are encumbered by the Mortgage in question.

Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by a Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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Pledge Agreement” and “Pledge Agreements” have the meaning specified in Section 4.01(a)(iii).

Pledged Debt” means the Indebtedness pledged pursuant to the terms of any Security Agreement including without limitation the intercompany loans from Borrowers to Parent, represented by note(s) from Parent to Borrowers.

Pledged Equity” means the Equity Interests pledged pursuant to the Collateral Documents.

Projects” means collectively the projects listed on Exhibit A, and “Project” means, individually, each Project.

Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

Property Management Agreements” means those certain Management Agreements set forth on Schedule 6.18 hereto.

Property Manager” means CBL & Associates Management, Inc., a Delaware corporation.

Property Taxes” means, collectively, all real and personal property taxes, assessments, or levies for all of the Projects.

Proposed Released Collateral” has the meaning specified in Section 2.17(a).

Real Estate Tax Account” means the Blocked Account established by Borrowers (or the Sole Member) with the Depository Bank designated for such Blocked Account into which Tax Funds will be deposited, which Blocked Account (i) as of the Closing Date, shall be funded in an aggregate amount equal to $1,765,110 (the "Real Estate Tax Account Closing Date Funding Amount"), and (ii) shall in no event have a balance of less than the Minimum Real Estate Tax Account Funding amount.

Recipient” means the Administrative Agent or any Lender.

Register” has the meaning specified in Section 10.06(c).

Related Parties” or “Related Party” means, with respect to any Person, such Person’s Affiliates and the subsidiaries, parents, partners, directors, officers, employees, agents, trustees, attorneys, consultants, contractors, advisors and representatives of such Person and of such Person’s Affiliates.

Release Price” has the meaning specified in Section 2.17(a)(iv).

Release Request” has the meaning specified in Section 2.17(a)(i).

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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Repair Reserve Account” means the Blocked Account established by Borrowers with the Depository Bank into which the amounts set forth on Schedule 2.14 will be deposited and released  in accordance with the terms of Section 2.14.

Replacement Property” has the meaning specified in Section 2.18(a).

Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

Required DACAs” has the meaning specified in Section 6.28.

Replacement DACAs” has the meaning specified in Section 6.28.

Required Lenders” means, as of any date of determination, Lenders holding more than 50% of the aggregate outstanding principal amount of all Loans after giving effect to any borrowings and prepayments or repayments thereof occurring on such date; provided that the portion of the Loan held or deemed held by any Impacted Lender shall be excluded and shall not be considered outstanding for purposes of making a determination of Required Lenders.

Responsible Officer” means, with respect to any Loan Party, each Person authorized in writing by the manager, trustee, or other party so authorized for such Loan Party with respect to the Loan Documents; provided, however, that each Loan Party may, upon the giving of prior written notice to the Administrative Agent, modify the list of its Responsible Officers for purposes of this Agreement, each of which modifications shall be effective only on and after the effective date of such notification and none of which modifications shall effect any action taken by any Person who was a Responsible Officer at the time when such action was taken.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, limited liability company, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.  

Restricted Party” shall mean a Person (a) that is listed on any Sanctions List (whether designated by name or by reason of being included in a class of person); (b) that is domiciled, registered as located or having its main place of business in, or is incorporated under the laws of, a Sanctioned Country; (c) that is subject to restrictions under Sanctions Laws for being directly or indirectly owned 50% or more by or otherwise controlled by a Person referred to in clauses (a) and/or (b) above; or (d) with which any Lender is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions Laws.

Restricted Payment” means payment of any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of any Person or any of its Subsidiaries, or any payment or distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof).

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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Revenue Accounts” means, collectively, one or more Accounts, each subject to an Account Control Agreement, established by Borrowers and/or Sole Member with an Acceptable Financial Institution into which all revenue of Borrowers and all other cash received in respect of the operation of the Projects, other than proceeds of the Loan, proceeds from a Disposition and amounts to be deposited into the Loss Proceeds Account, will be deposited by Borrowers, and, each, individually, a “Revenue Account”.

Sanctioned Country” shall mean, at any time, a country, region or territory which is itself, or whose government is, the subject or target of any comprehensive country-wide, region-wide or territory-wide Sanctions Laws.

Sanctioned Person” means, at any time, any Person that is subject to any Sanction.

Sanctions” means economic sanctions administered or enforced by OFAC, the U.S. Department of State, any Sanctions Authority or any other relevant Governmental Authority.

Sanctions Authority” shall mean (a) the United Nations, the European Union, the member states of the European Union, the Kingdom of Norway, the United States of America and any authority acting on behalf of any of them in connection with Sanctions Laws, including, without limitation, OFAC, the U.S. Department of State and Her Majesty’s Treasury of the United Kingdom and (b) otherwise, any other jurisdiction where any Loan Party or is organized or whose law is applicable to any Loan Party.

Sanctions Laws” shall mean all economic or financial sanctions laws and/or regulations, trade embargoes, freezing provisions, prohibitions, restructure measures, decisions, executive orders or notices from regulators implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority.

Sanctions List” shall mean any list of prohibited persons, vessels or entities published in connection with Sanctions Laws by or on behalf of any Sanctions Authority that has the effect of prohibiting transactions with such persons, including the Specially Designated Nationals and Blocked Persons List and other prohibited party lists maintained by OFAC or any list of Persons issued by OFAC, including the Executive Order, at its official website or any replacement website or other replacement official publication.

Secured Parties” means, collectively, the Administrative Agent, the Lenders, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents, and “Secured Party” means, individually, any such Person.

Security Agreement” and “Security Agreements” have the meaning specified in Section 4.01(a)(iii).

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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Senior Officer” means, any of the Chief Executive Officer, President, Chief Financial Officer, Treasurer, Controller or Senior Vice President of CBL Holdings I, Inc., which is the general partner of the sole member of  Parent.

SOFR” means a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

Sole Member” means CBL Outparcel HoldCo, LLC a Delaware limited liability company.

Sole Member Promissory Note” means a promissory note made by Sole Member and payable to Borrowers in an amount equal to the aggregate amount of advances made to Borrowers hereunder.

Solvency” means, with respect to any Person on any date of determination, that on such date (a) (i) if such Person is Borrower or Sole Member, the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, and (ii) if such Person is Parent or Sponsor, the net book value of the assets of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (c) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (d) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business (which payment may include the conveyance of any property securing a debt in satisfaction of such debt).

Special Damages” has the meaning specified in Section 10.19(b).

Sponsor” means CBL & Associates Limited Partnership, a Delaware limited partnership.

Structuring Fee” means 1.00% of the principal amount of the Loan due and payable on, and fully earned on and as of, the Closing Date as set forth in the Fee Letter.

Subordination of Management Agreement” means that certain Subordination of Management Agreements and Management Fees executed by the Property Manager, the Borrowers and the Administrative Agent dated as of the date hereof.

Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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Substitute Borrowers” or “Substitute Borrower” has the meaning specified in Section 2.18(a).

Substituted Property” has the meaning specified in Section 2.18(a).

Substitution Fee” means Fifty Thousand and No/100 Dollars ($50,000.00).

Substitution of Collateral Request” has the meaning specified in Section 2.18(b).

Surveys” has the meaning specified in Section 4.01(a)(iv)(C).

Tax Funds” has the meaning specified in Section 6.23.

Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

Tenant” shall mean any Person obligated by contract or otherwise to pay monies (including a percentage of gross income, revenue or profits) under any Lease now or hereafter affecting all or any part of the Projects.

Tenant Allowances” means the aggregate amount of Tenant improvements and Lease commissions in respect of Leases paid in cash by Borrowers during the relevant Fiscal Quarter.

Term SOFR” means the forward-looking term rate based upon SOFR for a one month Interest Period as quoted or determined by the Administrative Agent based upon the website of the Term SOFR Administrator on the day (such day, the “Periodic Term SOFR Determination Date”) that is two U.S. Government Securities Business Days prior to the first day of such Interest Period; provided, however, that if, as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Date, Term SOFR for such one month Interest Period has not been published on such website and a Benchmark Transition Event has not occurred, then Term SOFR will be such rate as determined on the first preceding U.S. Government Securities Business Day for which such rate was published so long as such first preceding U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Date.  

Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Rate selected by the Administrative Agent in its sole and absolute discretion).

Term SOFR Rate” means a rate per annum equal to the applicable Term SOFR rate as determined by the Administrative Agent in its sole and absolute discretion and as in effect on each applicable date of determination, in each case as such Term SOFR rate changes and is recalculated from time to time in accordance with the terms of this Agreement and as adjusted for all applicable reserve requirements and any costs arising from time to time in connection with a change in government regulation as determined by the Administrative Agent from time to time.  The Term

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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SOFR Rate shall be calculated carrying out to four decimal places.  For reference only, the Term SOFR Rate as of the June 3, 2022 is 1.1426% per annum.  Notwithstanding the foregoing, if, on any date of determination, the Term SOFR Rate is less than the Floor Rate, then, for such date of determination, the Term SOFR Rate shall be deemed to be the Floor Rate at such time.

Threshold Amount” means $10,000,000.

UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

United States” and “U.S.” mean the United States of America.

U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

U.S. Patriot Act” has the meaning set forth in Section 10.18.

Yield Maintenance Amount” means, as of the date of prepayment, the amount equal to the sum of the remaining scheduled amount of interest payments due on the Loan through the Yield Maintenance Termination Date on any amount of principal of the Loan that is repaid or prepaid, other than by payments of Extraordinary Receipts or prepayments of the Loan pursuant to Section 7.17 hereof, and, in each case, shall be calculated on a discounted basis on the equivalent maturity U.S. Treasury rate as of such date.

Yield Maintenance Termination Date” means (i)_with respect to the advance made on the Closing Date, the last day of the thirty-sixth (36th) full calendar month following the Closing Date and (ii) with respect of each advance made after the Closing Date, the last day of the thirty-sixth (36th) full calendar month following the date of such advance.

1.02Other Interpretive Provisions.  With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,”

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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“includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document or any Loan Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (vii) except as otherwise provided for herein, all of Lender’s, Administrative Agent’s or Required Lenders’ approvals, opinions, elections, determinations, selections, exercise of rights, reservation of rights, judgments, considerations, decisions or other similar acts shall be in (and shall be read to be in) the sole and absolute discretion of the Lender, Administrative Agent and Required Lenders, respectively, and (viii), the delivery of any item by a Loan Party to a “Lender” or the “Required Lenders” shall be deemed to be satisfied by the delivery of such item to the Administrative Agent.

(b)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03Accounting Terms.

(a)Generally.  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time.

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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(b)Changes in GAAP.  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP as in effect prior to such change therein and (ii) Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.  If GAAP is generally supplanted by the adoption of International Financial Reporting Standards, and such adoption would alter the application of any provision of this Agreement, then such adoption shall be treated as a “change in GAAP” for purposes of the foregoing sentence.

1.04Times of Day.  Unless otherwise specified, all references herein to times of day shall be references to Central time (daylight or standard, as applicable).

Article II
THE LOAN

2.01The Loan.  Subject to the terms and conditions set forth herein, including, without limitation, the satisfaction of the conditions set forth in Section 4.01, the Initial Lender agrees to advance the proceeds of the Loan to Borrowers on the Closing Date in the amount of $360,000,000 with all fees payable under the Fee Letter, including without limitation the Structuring Fee and the first year of the Administrative Agent Fee, as well as any reimbursements to the Administrative Agent and the Initial Lender to be net funded from such advance and paid to and retained by the parties payable thereto.  All amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed.  Time is of the essence with respect to each and every promise, covenant or obligation of Borrowers specified in the Loan Documents.  

2.02Use of Proceeds.  Borrowers will use the proceeds of the Loan solely to: (a) pay expenses, costs and fees due from Borrowers and incurred through the Closing Date in connection with the transactions contemplated by the Loan Documents as evidenced by a “sources and uses” summary or closing statement executed by Borrowers and approved by the Administrative Agent; (b) to make a loan to Sole Member in the amount of the advances received by Borrower hereunder (whether on or after the Closing Date), all of which loans shall be evidenced by a Sole Member Promissory Note, which loan proceeds must be disbursed to Parent to be used to pay in full all outstanding amounts under or in respect of the Existing Financing, and (c) to pay the other amounts set forth on Schedule 2.02 attached hereto, including depositing funds the Real Estate Tax Account in the amount of $1,765,110.00 relating to Tax Funds.  In no event shall any proceeds of the Loan be used directly or indirectly by any Person (i) for personal, family, household or agricultural purposes, or (ii) for the purpose, whether immediate, incidental or ultimate, of purchasing, acquiring or carrying any “margin stock” (as such term is defined in Regulation U promulgated by

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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the FRB (or any successor)) or to extend credit to others directly or indirectly for the purpose of purchasing or carrying any such margin stock.

2.03Prepayments.

(a)Voluntary Prepayments.  Borrowers may, at their option, prepay the outstanding principal balance of the Loan, in whole or in part, on the following conditions:

(i)such prepayment must occur on a Business Day and must be in a minimum amount of the lesser of (i) $1,000,000 and (ii) the outstanding principal balance of the Loan;

(ii)such prepayment shall be accompanied by (A) all interest accrued to the date of such prepayment on the portion of the principal amount being prepaid, (B) if such prepayment occurs on or prior to a Yield Maintenance Termination Date, the applicable Yield Maintenance Amount, if any, with respect to such principal amount being prepaid, and (C) any other amounts then due and payable under this Agreement with respect to the Loan, including any amounts payable pursuant to Article III and Section 10.04; and

(iii)Borrowers shall deliver to the Administrative Agent a written notice not less than five (5) Business Days and not more than forty-five (45) days prior to the date proposed for such prepayment.  Each such notice shall specify (i) the Business Day on which such prepayment will be made and (ii) the aggregate unpaid principal balance of the Loan to be prepaid.  Following its receipt of such notice the Administrative Agent will calculate all interest that will be accrued through the date of such prepayment and the Yield Maintenance Amount, if any, to be paid on the date of such prepayment, and any other out-of-pocket fees and expenses incurred by the Administrative Agent in connection with such prepayment and will notify Borrowers of such amounts.  Upon the giving of such notice by Borrowers, the principal to be prepaid as described therein shall become due and payable, along with the applicable interest, Yield Maintenance Amount, if any, and the other amounts due in connection therewith to the extent specified in the preceding sentence, on the date for such prepayment specified in such notice.  Each such prepayment of the Loan and other amounts payable in connection with such prepayment shall be allocated among all Lenders in proportion to the Obligations owing to them.

(b)Mandatory Prepayments.  

(i)Any Disposition of all or any part of a Project or other Collateral that is not permitted by this Agreement and does not result in Payment in Full of all Obligations shall be in accordance with Section 2.17

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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hereof and shall require (x) the prior written consent of the Required Lenders, such consent to be in their sole and absolute discretion, and (y) Borrowers to prepay the Loan upon the consummation of such Disposition in an aggregate principal amount equal to the Release Price of the Proposed Released Collateral, together with all accrued and unpaid interest thereon and the applicable Yield Maintenance Amount due and payable in respect thereof (such prepayments to be applied as set forth in clause (iii) below).  Each such prepayment shall be paid to the Administrative Agent, on behalf of the Lenders.

(ii)Borrowers shall prepay the Loan in an amount equal to 100% of the Loss Proceeds Prepayment Amount (but without any Yield Maintenance Amount or similar prepayment charge being due and owing).  Each such prepayment shall be paid to the Administrative Agent, on behalf of the Lenders.  

(iii)Each prepayment of the Loan pursuant to the provisions of this Section 2.03(b) and Section 7.17 shall:

(A)occur on a Business Day;

(B)be accompanied by (1) all interest accrued to the date of such prepayment on the portion of the principal amount being prepaid, (2) solely with respect to clause (b)(i), if such prepayment occurs on or prior to a Yield Maintenance Termination Date, the applicable Yield Maintenance Amount, if any, with respect to such principal amount being prepaid, and (3) any other amounts then due and payable under this Agreement with respect to the Loan, including any amounts payable pursuant to Article III and Section 10.04; and

(C)Borrowers shall deliver to the Administrative Agent a written notice as many days prior to the date proposed for such prepayment as possible (but, in each case other than a mandatory prepayment as provided for in Section 2.03(b)(ii) hereof, with no less than five (5) Business Days’ notice).  Each such notice shall specify (1) the Business Day on which such prepayment will be made and (2) the aggregate unpaid principal amount of the Loan to be prepaid.  Following its receipt of such notice the Administrative Agent will calculate all interest at the then current Applicable Rate that will be accrued through the date of such prepayment and the Yield Maintenance Amount, if any, to be paid on the date of such prepayment, and any other out-of-pocket third-party fees and expenses incurred by the Administrative Agent in connection with such prepayment and will notify Borrowers of such amounts.  Each such prepayment of the Loan and other amounts payable in connection with such prepayment shall be allocated among all Lenders in proportion to the Obligations owing to them.

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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(iv)The Lenders may elect, in their sole and absolute discretion, not to accept any prepayment required under clauses (b)(i) or (b)(ii) of this Section (or any portion thereof) by providing notice to the Administrative Agent who shall then promptly provide notice to Borrowers, in which case, such prepayment (or any portion thereof) shall not be required under clauses (b)(i) or (b)(ii) of this Section; provided that such election by the Lenders shall only apply to such instance of prepayment (or any portion thereof) and not for future prepayments clauses (b)(i) or (b)(ii) of this Section thereafter.

2.04Repayment of Loan.  The outstanding principal balance of the Loan, all accrued and unpaid interest thereon and all other Obligations not previously paid shall be repaid on the Maturity Date (or such earlier date on which the Loan or portion of the Loan becomes due and payable as provided in the Loan Documents).  If the Loan becomes due and payable on or prior to a Yield Maintenance Termination Date whether on the Maturity Date, upon acceleration (whether by election or automatically), or on such other earlier date on which the Loan or portion of the Loan becomes due and payable as provided in the Loan Documents (including, without limitation, upon the occurrence of an actual or deemed entry of an order for relief with respect to the Loan Party under any Debtor Relief Law, including, upon the occurrence of an Event of Default pursuant to Section 8.01(f)), the applicable Yield Maintenance Amount shall be due and payable on such repayment date.  EACH LOAN PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE YIELD MAINTENANCE AMOUNT.  Each Loan Party expressly agrees (to the fullest extent that it may lawfully do so) that:  (A) the Yield Maintenance Amount is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) THE YIELD MAINTENANCE AMOUNT DOES NOT CONSTITUTE, AND SHALL NOT BE DEEMED OR CONSIDERED TO BE, UNMATURED INTEREST ON THE LOAN OR OTHER AMOUNT AND NO LOAN PARTY SHALL ARGUE UNDER ANY CIRCUMSTANCE THAT THE YIELD MAINTENANCE AMOUNT CONSTITUTES UNMATURED INTEREST ON THE LOAN; (C) the Yield Maintenance Amount shall be payable notwithstanding the then prevailing market rates at the time payment is made; (D) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Yield Maintenance Amount; (E) each Loan Party shall be estopped hereafter from claiming differently than as agreed to in this paragraph; and (F) in view of the impracticability and extreme difficulty of ascertaining actual damages, the parties mutually agree that the Yield Maintenance Amount is a reasonable calculation of the Lenders’ lost profits as a result of any such prepayments and is not a penalty.

2.05Interest.  

(a)Applicable Interest Rate. Subject to the provisions of Section 2.05(b), the Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Applicable Rate.

(b)Default Rate.  

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(i)If any amount payable by Borrowers under any Loan Document is not paid when due (or by the end of any applicable grace period following such due date), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii)While any Event of Default exists, interest will accrue on the outstanding principal amount of the Loan and, to the extent permitted by applicable Law, all past due Obligations (other than the principal amount of the Loan), including past due interest accrued on the Loan, at a fluctuating per annum interest rate equal to the Default Rate.

(iii)Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand, but not less frequently than each Interest Payment Date.

(c)Payment.  Interest on the Loan shall be due and payable in arrears on each Interest Payment Date and on the Maturity Date.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.06Fees.  Borrowers shall pay all fees and other amounts due under the Fee Letter in the amounts, to the payees and at the times specified in the Fee Letter.  Borrowers shall pay to the Lenders and the Administrative Agent such fees as shall have been separately agreed upon in writing, if any, in the amounts and at the times so specified.  The foregoing fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.  

2.07Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.  All computations of fees and interest shall be made on the basis, as applicable, of a 365-day year and actual days elapsed on or with regard to the Loan.  Interest shall accrue on the Loan for the day on which the Loan is made, and shall not accrue on the Loan, or any portion thereof, for the day on which the Loan or such portion is paid.  Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.08Evidence of Debt.  The portion of the Loan made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business.  The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Loan made by the Lenders to Borrowers and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrowers hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Administrative Agent, Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s portion of the Loan as provided herein in addition to such accounts or records; provided, that such Notes to the other Lenders shall also be modified to reflect that no amount in excess of the then outstanding principal balance of all the Loans shall then be owing to the Lenders.  Each Lender may attach schedules to its Note and endorse thereon the date, amount and maturity of its Loan and payments with respect thereto.

2.09Payments Generally; Administrative Agent’s Clawback.  

(a)General.  All payments to be made by Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.  Borrowers shall make or cause to be made all payments of principal of the Loan and all payments of interest, fees and other Obligations with respect to the Loan to the Administrative Agent, for the account of the applicable Secured Parties, by wire transfer or ACH in Dollars and in immediately available funds, to such account as to which the Administrative Agent may from time to time notify Borrowers in writing.  The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the Loan (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender.  All payments received by the Administrative Agent after 4:00 p.m., Central time, on any day shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.  Except as provided in the definition of Maturity Date, if any payment to be made by Borrowers shall come due on a day other than a Business Day, payment shall be made on the next preceding Business Day.

(b)Payments by Borrowers; Presumptions by Administrative Agent.  Unless the Administrative Agent shall have received notice from Borrowers prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders hereunder that Borrowers will not make such payment, the Administrative Agent may assume that Borrowers has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due.  In such event, if Borrowers has not in fact made such payment, then each of Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.  A notice of the Administrative Agent to any Lender or Borrowers with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c)Failure to Satisfy Conditions Precedent.  If any Lender makes available to the Administrative Agent funds in Dollars for the Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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available to Borrowers by the Administrative Agent because the conditions to the applicable Loan set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d)Obligations of Lenders Several.  The obligations of the Lenders hereunder to make its Loan and to make payments pursuant to Section 10.04(d) are several and not joint.  The failure of any Lender to make any portion of the Loan, to fund any such participation or to make any payment under Section 10.04(d) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its portion of the Loan, to purchase its participation or to make its payment under Section 10.04(d).

(e)Funding Source.  Nothing herein shall be deemed to obligate any Lender to obtain the funds for its portion of the Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any portion of the Loan in any particular place or manner.

(f)Insufficient Funds.  If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal then due hereunder in accordance with the Lenders’ Applicable Percentage.

2.10Sharing of Payments by Lenders.  If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of the Loan due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Applicable Percentage or (b) Obligations in respect of the Loan owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Applicable Percentage then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loan of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Loan then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

(i)if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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(ii)the provisions of this Section 2.10 shall not be construed to apply to (a) any payment made by Borrowers pursuant to and in accordance with the express terms of this Agreement or (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loan to any assignee or participant, other than to Borrowers thereof (as to which the provisions of this Section 2.10 shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

2.11Release of Funds from the Loss Proceeds Account.  The Loss Proceeds Account shall be under the sole and exclusive control of the Administrative Agent pursuant to the terms of an Account Control Agreement.  Provided the conditions applicable to the use of Extraordinary Receipts to pay for the repair and restoration of a Project following a casualty or condemnation set forth in Section 6.24 or Section 6.25, as applicable, are satisfied, funds in the Loss Proceeds Account may be used to pay costs of repair/restoration as described in Section 6.24 or Section 6.25, as applicable, and as approved by the Administrative Agent, or shall otherwise be paid, prepaid or distributed as provided for in Section 6.24 or Section 6.25 hereof, as applicable.  No funds may be released or transferred from the Loss Proceeds Account unless approved by the Administrative Agent.

2.12Real Estate Tax Account.  The Real Estate Tax Account shall be under the sole and exclusive control of the Administrative Agent pursuant to the terms of an Account Control Agreement.  Tax Funds shall be deposited by the Borrower into the Real Estate Tax Account in accordance with the provisions of Section 6.23 of this Agreement.  Other than the Minimum Real Estate Tax Account Funding, and for so long as no Default or Event of Default shall have occurred and be continuing and the Borrowers have otherwise complied with the provisions of this Section 2.12, the Administrative Agent shall release any or all Tax Funds to the applicable Borrowers for the payment on behalf of the  Borrowers of Property Taxes for the Open-Air Projects; provided that evidence of payment in full in Dollars of each of the relevant Property Taxes with such Tax Funds shall be provided by the applicable Borrowers to the Administrative Agent within five (5) Business Days after each date on which such Tax Funds are so released (but only to the extent such evidence has not been previously so provided to the Administrative Agent). If the balance of the Real Estate Tax Account shall at any time be less than the Minimum Real Estate Tax Account Funding amount, Borrowers shall, within five (5) Business Days after notice thereof (or, if earlier, Borrowers' knowledge thereof), pay to the Administrative Agent in Dollars by wire transfer of immediately available funds an amount at least equal to the amount of such balance.  Borrowers shall furnish the Administrative Agent with all bills, statements and estimates for Property Taxes received by or available to a Borrowers at least thirty (30) days prior to the date on which such Property Taxes first become payable.    If the amount of the Tax Funds shall exceed the amounts due for Property Taxes, the Administrative Agent, in its sole discretion, may either return any excess to the Real Estate Tax  Account or credit such excess against future payments to be made

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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with the Tax Funds.  The amounts in respect of Property Taxes in respect of each Open-Air Project that are deposited into the Real Estate Tax Account on the Closing Date shall be sufficient (when combined with the monthly deposits for Property Taxes) to fund the Real Estate Tax Account in order to pay the Property Taxes as they become due and payable.  Any Tax Funds remaining after Payment in Full shall be returned to Borrowers. All out-of-pocket costs and expenses incurred by the Administrative Agent in connection with holding and disbursing the Tax Funds (including, without limitation, the costs and expenses of the inspections, if any, required hereunder) shall be paid by Borrowers on demand by the Administrative Agent.

2.13Revenue Accounts.  All revenues and other cash received in respect of the operation of the Projects, other than the proceeds of the Loan, proceeds from a Disposition and amounts to be deposited in the Loss Proceeds Account or the Real Estate Tax  Account, shall be deposited into one or more Revenue Accounts.

2.14Repair Reserve Account. The Repair Reserve Account shall be under the sole and exclusive control of the Administrative Agent pursuant to the terms of an Account Control Agreement.  Provided that the Administrative Agent is provided with such supporting documents and other information as Administrative Agent may reasonably request, the Administrative Agent shall disburse funds from the Repair Reserve Account to make the repairs set forth on Schedule 2.14 hereof in an amount equal to the amount requested by Borrower, provided that: (i) Borrower submits a funds disbursement request to Administrative Agent, which request shall set forth a general description of the use of the Repair Reserve Account for which such disbursement is requested, together with copies of all supporting invoices; (ii) such request is delivered at least five (5) Business Days prior to the date on which such Borrower requests such disbursement be made; (iii) deleted; (iv) Administrative Agent shall have right to confirm (by an inspection conducted at such Borrower’s expense if any repair work for a Project exceeds $500,000.00) performance of the work associated with such use of the Repair Reserve Account; (v) on the date such request is received by Administrative Agent and on the date such disbursement is to be made, no Default or Event of Default shall exist or be continuing; and (vi) the request for disbursement is accompanied by a Responsible Officer’s certificate certifying that (A) such funds will be used to reimburse such Borrower for, or to pay directly to the contractor for, the subject repairs, (B) the subject repairs have not been the subject of a previous disbursement, (C) any construction work associated with the related use of the Repair Reserve Account has been completed (or will be completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance with all applicable Laws and (D) after completion of the subject repairs, the applicable Project shall be free and clear of all Liens, other than Liens permitted hereunder.  Once all required work has been completed for a Project in accordance with the preceding requirements, any funds that remain in the Repair Reserve Account allocated for such Project shall be disbursed to Borrower.  Administrative Agent shall not be required to disburse funds from the Repair Reserve Account more frequently than twice each calendar month.

2.15Cash Accounts upon an Event of Default.  Upon the occurrence and during the continuance of an Event of Default, amounts provided for in Sections 2.12, 2.13 or 2.14 may be withheld or applied by the Administrative Agent in any manner Administrative Agent so elects.

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2.16Intentionally Omitted.

2.17Disposition(s), Release(s) of Collateral.

(a)Except as provided in a Disposition that results in Payment in Full of all Obligations or a Disposition otherwise permitted by this Agreement, Borrowers may not make any Disposition of the Collateral, and Administrative Agent shall be under no obligation to release from its Liens any such Collateral, provided, that a Disposition of Proposed Released Collateral shall be permitted hereunder if, and only if, all of the following conditions are satisfied or waived by the requisite percentage of Lenders:

(i)Administrative Agent shall have received from the applicable Borrowers written notice of such planned Disposition, which properly identifies the affected Collateral (such collateral, the “Proposed Released Collateral”) and requests a release of the Proposed Released Collateral from the Liens of the Loan Documents thereon (the “Release Request”);

(ii)The requisite percentage of Lenders shall have consented in writing to such Disposition in their reasonable discretion, with any approval or disapproval being provided to Borrower by the Administrative Agent within fifteen (15) days of receipt by the Administrative Agent of the Release Request;

(iii)The Disposition of the Proposed Released Collateral is made to (a) an unrelated third party, on an arm’s length basis and 100% for cash in Dollars, or (b) to a joint venture that is an Affiliate of Borrower (a “JV”, in which Sponsor’s indirect ownership interest cannot be greater than 50%), provided that (1) Borrower has delivered evidence that the Project will be redeveloped by the JV and (2) the JV shall pay cash in Dollars for the Release Price pursuant to Section 2.17 (a)(iv) below;

(iv)The "Release Price" is equal to the greater of: (a) 120% of the then allocated Loan amount of such Collateral, based upon a fraction, the numerator of which is the then current value of the Proposed Released Collateral (as determined by Administrative Agent in its sole and absolute discretion based on third party reports, appraisals and/or internal valuations), and the denominator of which is the then current total value of all Collateral (as determined by Administrative Agent in its sole and absolute discretion based on third party reports, appraisals and/or internal valuations); which such fraction shall be multiplied by the then current outstanding principal balance of the Loan; and (b) 100% of the Net Cash Proceeds from such Disposition;

(v)The applicable Borrowers shall have prepaid the Loan in accordance with Section 2.03(b)(i) in an aggregate amount equal to the

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Release Price, which prepayment shall include in all cases the applicable Yield Maintenance Amount, if any, in respect of such prepayment;

(vi)Borrowers shall have paid to the Administrative Agent, for the benefit of the Lenders, the Collateral Release Fee; and

(vii)Borrowers shall have paid all out-of-pocket expenses incurred by the Administrative Agent and/or the Lenders (including the reasonable fees, charges and disbursements of counsel to the Administrative Agent and Lenders, and of special local counsel to the Lenders and the Administrative Agent), in connection with the preparation, negotiation, execution and delivery of such release or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated).

(b)Notwithstanding Section 2.17(a) above, Lender acknowledges that with respect to a 0.056 acre tract of land more particularly shown and described on Schedule 2.17(b) hereto (the “Special Release Parcel”), and located on the property owned by CBL Hamilton Place Sears OP PropCo, LLC (“Hamilton PropCo Borrower”), that at such time as the owner of Hamilton Place Mall has elected to widen the ring road that serves Hamilton Place Mall, upon thirty (30) days’ advance written notice to Lender, Hamilton PropCo Borrower shall be permitted to transfer the Special Release Parcel to an affiliate of Sponsor that is not a Borrower under this Loan, and Lender shall release its lien with respect to the Special Release Parcel.  The transfer of the Special Release Parcel shall only be made for the sole purpose of widening the ring road that serves Hamilton Place Mall.  Borrowers shall have paid all out-of-pocket expenses incurred by the Administrative Agent and/or the Lenders (including the reasonable fees, charges and disbursements of counsel to the Administrative Agent and Lenders, and of special local counsel to the Lenders and the Administrative Agent), in connection with the preparation, negotiation, execution and delivery of such release (whether or not the transaction contemplated hereby shall be consummated).  Borrowers shall promptly provide, upon request of the Administrative Agent, evidence reasonably satisfactory to the Administrative Agent of the construction and, when completed, completion of such ring road.

2.18Substitution of Collateral/Borrower.

(a)Request for Substitution of Collateral.  The applicable Borrowers may, by written notice to the Administrative Agent (who shall promptly notify the Lenders), request that Administrative Agent substitute certain Property comprising Collateral hereunder (the “Substituted Property”) with other Property (the “Replacement Property”) owned by such applicable Borrowers or a substitute entity or entities (the “Substitute Borrowers” and each a “Substitute Borrower”) approved by Administrative Agent in its sole and absolute discretion.  Any such substitution made pursuant to this

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Section 2.18 may only be exercised one (1) time per calendar quarter during the term of this Agreement.

(b)Within thirty (30) days of Administrative Agent’s receipt of such written notice from Borrowers (a “Substitution of Collateral Request”), Administrative Agent shall notify such Borrowers of the decision of the Required Lenders to approve or not approve such substitution.  

(c)Conditions to Substitution of Collateral.  Neither the Administrative Agent nor any Lender shall have any duty to approve any Substitution of Collateral Request; provided, that the Administrative Agent will consider a Substitution of Collateral Request subject to the following conditions being satisfied and/or waived by the Required Lenders, and if so approved then promptly upon the fulfillment of such conditions, Administrative Agent shall cause the Substituted Property to be released as Collateral hereunder:

(i)the value of such Replacement Property (as determined in Administrative Agent’s sole and absolute discretion) is equal to or exceeds the value of the Substituted Property (as determined in Administrative Agent’s sole and absolute discretion based upon third party reports, appraisals and/or internal valuations);

(ii)the nature of such Replacement Property (as determined in Administrative Agent’s sole and absolute discretion) is substantially similar to the nature of the Substituted Property (as determined in Administrative Agent’s sole and absolute discretion);

(iii)such Borrowers (or any Substitute Borrowers) have good record and marketable title in fee simple to, or valid leasehold interests in, the Replacement Property, subject only to Permitted Encumbrances;

(iv)the relevant Borrowers (or the relevant Substitute Borrowers) shall grant, within ten (10) days following Administrative Agent’s approval of the Substitution of Collateral Request, to the Administrative Agent as security for the Obligations a first-priority Lien interest (except for Permitted Encumbrances) on the Replacement Property not already subject to a Lien of the Collateral Documents.  All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Collateral Documents, all in form and substance satisfactory to the Administrative Agent in its sole and absolute and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes;  

(v)Borrowers shall have paid to the Administrative Agent, for the benefit of the Lenders, the Substitution Fee; and

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(vi)Borrowers shall have paid all out-of-pocket expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Initial Lender, and of special local counsel to the Lenders and the Administrative Agent), in connection with the preparation, negotiation, execution and delivery of such substitution or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated).

(vii)Any Substitute Borrowers permitted hereunder shall execute a joinder to the Loan Documents in form and substance acceptable to Administrative Agent, in its sole and absolute discretion and deliver to Administrative Agent such other documents, instruments or certificates as required by Administrative Agent.

2.19Intentionally Omitted.  

2.20Extension of Maturity Date.

(a)Request for Extension.  Borrowers may, by notice to the Administrative Agent (who shall promptly notify the Lenders) not earlier than 90 days and not later than 30 days prior to the Maturity Date then in effect hereunder (the “Existing Maturity Date”), request that each Lender extend the Maturity Date for an additional two (2) years from the Existing Maturity Date.  Any such extension made pursuant to this Section 2.20 may only be exercised one (1) time during the term of this Agreement.

(b)Conditions to Effectiveness of Extensions.  The extension of the Maturity Date pursuant to this Section shall automatically become effective upon the satisfaction and/or waiver by each Lender of each of the following conditions (whether on the date the extended Maturity Date is requested or a later date when all such conditions are either so satisfied or waived):

(i)no Default shall have occurred and be continuing on the date of such extension and after giving effect thereto;

(ii)the representations and warranties contained in this Agreement are true and correct on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

(iii)the Debt Yield, determined as of December 31, 2026, is not less than 10.00%;

(iv)the DSCR of Borrowers, as determined as of December 31, 2026 is greater than or equal to 1.50 to 1.00;

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(v)the Loan to Value Ratio, determined as of December 31, 2026, does not exceed seventy percent (70.0%);

(vi)Borrowers shall have paid to the benefit of the Administrative Agent, for the benefit of the Lenders, the Extension Fee; and

(vii)Borrowers shall have paid all out-of-pocket expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Initial Lender, and of special local counsel to the Lenders and the Administrative Agent), in connection with the preparation, negotiation, execution and delivery of such extension or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated);

(c)Amendment.  In connection with any extension of the Maturity Date, Borrowers, the Administrative Agent and each Lender may make such amendments to this Agreement and the other Loan Documents as the Administrative Agent in its sole and absolute discretion determines to be necessary or desirable in connection with, or to evidence, the extension.  

2.21Additional Matters Relating to Term SOFR.

(a)Index.  Each Borrower acknowledges and agrees that the Term SOFR Rate is an index used by the Administrative Agent and the Lenders for the determination of a rate of interest on loans and the Term SOFR Rate is not necessarily the lowest rate charged by the Administrative Agent or any Lender on other loans to its customers.  Each Borrower acknowledges and agrees that the Administrative Agent and the Lenders may make loans to other customers based upon other rates of interest.  The Administrative Agent will inform Borrowers of the then current Term SOFR Rate from time to time upon request by Borrowers.  

(b)Determination of Term SOFR Rate.  The Administrative Agent shall determine the Term SOFR Rate from time to time in accordance with this Agreement, and such determination shall be conclusive absent manifest error.  

(c)Conforming Changes Adjustment.  In connection with the use or administration of Term SOFR and the Term SOFR Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary contained in this Agreement or any other Loan Documents, any amendments implementing such Conforming Changes will become effective without any further action or consent of any Borrower or Lender or other party to this Agreement.  The Administrative Agent will notify Borrowers and Lenders from time to time of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR or the Term SOFR Rate.  The term “Conforming Changes” means, with respect to either the use or administration of Term SOFR or the

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Term SOFR Rate or the use, administration, adoption or implementation of any Benchmark Transition Event, any technical, administrative or operational changes (including changes to the definition of “Business Day”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

(d)Unavailability of Term SOFR Rate.  If, in connection with the implementation and use of the Term SOFR Rate: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Term SOFR Rate” cannot be determined pursuant to the definition thereof, (ii) the Administrative Agent determines that the Term SOFR Rate does not adequately and fairly reflect the cost to the Lenders, or (iii) the Administrative Agent determines that any applicable law has made it unlawful, or that any governmental authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund loans or advances whose interest is determined by reference to SOFR, Term SOFR or the Term SOFR Rate, or to determine or charge interest rates based upon SOFR, Term SOFR or the Term SOFR Rate; then, upon notice of any such occurrence or determination by the Administrative Agent to Borrowers, any obligation of the Lenders to make available the Term SOFR Rate, and any right of Borrowers to use the Term SOFR Rate, shall be suspended until the Administrative Agent revokes such notice.  

(e)Notices; Standards for Decisions and Determinations.  The Administrative Agent will notify Borrowers of (i) the occurrence of any Benchmark Transition Event or the implementation of any change to the Benchmark Rate resulting from any term or provision of this Section 2.21 and (ii) the effectiveness of any Conforming Changes implemented in accordance with Section 2.21(c).  Any determination, decision or election that may be made by the Administrative Agent pursuant to this Section 2.21, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole and absolute discretion and without consent from any Borrower or any Lender or other party to this Agreement or any other Loan Documents, except, in each case, as expressly required pursuant to this Section 2.21.

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Article III
TAXES, YIELD PROTECTION AND ILLEGALITY

3.01Taxes.  

(a)Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.  

(i)Any and all payments by or on account of any obligation of Borrowers hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes.  If, however, applicable Laws require Borrowers or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrowers or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii)If Borrowers or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (a) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (b) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (c) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by Borrowers, shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lenders, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b)Payment of Other Taxes by Borrowers.  Without limiting the provisions of subsection (a) above, Borrowers shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)Tax Indemnifications.  

(i)Without limiting the provisions of subsection (a) or (b) above, Borrowers shall, and does hereby indemnify the Administrative Agent and each Lender, and shall make payment in respect thereof within 30 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or

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asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that Borrowers shall have no liability hereunder in respect of penalties, interest and other liabilities attributable to any Indemnified Taxes or Other Taxes if such penalties, interest or other liabilities are attributable to the gross negligence or willful misconduct of the Administrative Agent or such Lender.  A certificate as to the amount of any such payment or liability delivered to Borrowers by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(ii)Without limiting the provisions of subsection (a) or (b) above, each Lender shall, and does hereby, indemnify Borrowers and the Administrative Agent, and shall make payment in respect thereof within 30 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for Borrowers or the Administrative Agent) incurred by or asserted against Borrowers or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender to Borrowers or the Administrative Agent pursuant to subsection (e).  Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).  The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

(d)Evidence of Payments.  Upon request by Borrowers or the Administrative Agent, as the case may be, after any payment of Taxes by Borrowers or the Administrative Agent to a Governmental Authority as provided in this Section 3.01, Borrowers shall deliver to the Administrative Agent or the Administrative Agent shall deliver to Borrowers, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to Borrowers or the Administrative Agent, as the case may be.

(e)Status of Lenders; Tax Documentation.  

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(i)Each Lender shall deliver to Borrowers and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit Borrowers or the Administrative Agent, as the case may be, to determine (a) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (b) if applicable, the required rate of withholding or deduction, and (c) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by Borrowers, pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction.

(ii)Without limiting the generality of the foregoing, if Borrowers are residents for tax purposes in the United States,

(A)any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to Borrowers and the Administrative Agent executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by Borrowers or the Administrative Agent as will enable Borrowers or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and

(B)each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of Borrowers or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(I)executed originals of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(II)executed originals of Internal Revenue Service Form W-8ECI,

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(III)executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,

(IV)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (a) a “bank” within the meaning of section 881(c)(3)(a) of the Code, (b) a “10 percent shareholder” of Borrowers within the meaning of section 881(c)(3)(b) of the Code, or (c) a “controlled foreign corporation” described in section 881(c)(3)(c) of the Code and (y) executed originals of Internal Revenue Service Form W-8BEN, or

(V)executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.

(iii)Each Lender shall promptly (a) notify Borrowers and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that Borrowers or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

(f)Treatment of Certain Refunds.  Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender.  If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by Borrowers, or with respect to which Borrowers, have paid additional amounts pursuant to this Section, it shall pay to Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that Borrowers, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the

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Administrative Agent or such Lender is required to repay such refund to such Governmental Authority.  This subsection shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrowers or any other Person.

3.02Increased Costs.  

(a)Increased Costs Generally.  If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

(ii)subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or

(iii)impose on any Lender any other condition, cost or expense affecting this Agreement or the Loan made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any such Loan, or to increase the cost to such Lender, or to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or any other amount) of making or maintaining any such Loan, then, upon the written request of such Lender made in accordance with subsection (c) below Borrowers will pay to such Lender, such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b)Capital Requirements.  If any Lender determines that any Change in Law affecting such Lender or the applicable Lending Office of such Lender or Lender’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loan made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of Lender’s holding company with respect to capital adequacy), by an amount which such Lender deems to be material, then from time to time, following written request by such Lender in accordance with subsection (c) below, Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for such reduction.

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(c)Certificates for Reimbursement.  A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, stating in reasonable detail the basis for such compensation and the method of computation, and delivered to Borrowers is required in order for the Lender to be compensated under such subsection and shall be presumed correct absent manifest error.  Borrowers shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof, absent manifest error or a good faith dispute.  Notwithstanding any other provisions of this Section 3.02, no Lender shall demand compensation for any increased cost, charge or reduction under Section 3.02(b) if it shall not at the time be the general policy of such Lender to demand such compensation in similar circumstances under comparable provisions of its other lending agreements generally, and each Lender shall in good faith endeavor to allocate increased costs or reductions fairly among all of its affected commitments and credit extensions (whether or not it seeks compensation from Borrowers).

(d)Delay in Requests.  Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than 90 days prior to the date that such Lender notifies Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof, not to exceed six months).

3.03Mitigation Obligations.  

(a)Designation of a Different Lending Office.  If any Lender requests compensation under Section 3.02, or Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.02, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender.  Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignments (excluding any costs related to a physical relocation of a Lending Office).

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3.04Survival.  All of Borrowers’ obligations under this Article III shall survive repayment of all Obligations hereunder, and resignation of the Administrative Agent.

Article IV
CONDITIONS PRECEDENT TO INITIAL BORROWING

4.01Conditions of Borrowing.  The obligation of the Initial Lender to make and advance the proceeds of the Loan hereunder on the Closing Date is subject to satisfaction and/or waiver by the Initial Lender of each of the following conditions precedent:  

(a)The Administrative Agent’s receipt of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date acceptable to Administrative Agent) and each in form and substance satisfactory to the Administrative Agent and the Initial Lender:

(i)executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and one (1) set for Borrowers;

(ii)a Note executed by each Borrower in favor of the Initial Lender;

(iii)Pledge Agreement (“Pledge Agreement” and collectively, the “Pledge Agreements”) duly executed by (x) Sole Member of its interests in Borrowers in substantially the form of Exhibit J-1 hereto, and (y) Parent of its interest in Sole Member in substantially the form of Exhibit J-2 hereto, together with all certificates evidencing all of the issued and outstanding Equity Interests of Sole Member; and a Security Agreement, in substantially the form of Exhibit F (as amended in accordance with the Loan Documents, duly executed by Sole Member and Parent and each Borrower (together with each other pledge and security agreement and pledge and security agreement supplement delivered pursuant to Section 6.12), together with:

(A)any instruments evidencing Pledged Equity in Sole Member, which shall be certificated, endorsed in blank and delivered with an undated power of attorney,

(B)any instruments evidencing Pledged Debt endorsed in blank, including, without limitation, each Sole Member Promissory Note,

(C)Financing Statements, in form appropriate for filing under the UCC of all jurisdictions that the Administrative Agent deems necessary or desirable in order to perfect the Liens on the Collateral created under the Security Agreements, the Mortgages and the other Collateral Documents, it

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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being understood and agreed that Borrowers and Sole Member authorize the filing of “all asset” UCC filings with regard to each such Loan Party, as applicable (but no UCC filing shall be required with respect to Sponsor, and the filing, on behalf of Parent shall not be an “all asset” UCC filing, but shall be limited to Parent’s ownership of its interest in Sole Member.

(D)completed requests for information, dated on or before the date of the initial Loan, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements,

(E)evidence of the completion of all other actions, consents, recordings and filings of or with respect to the Security Agreement and Collateral Documents that the Administrative Agent may deem necessary or desirable in order to create or perfect the Liens created thereby, and

(F)evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements);

(iv)each Mortgage, duly executed by the applicable Borrowers, together with:

(A)evidence that counterparts of the Mortgages, have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first priority and subsisting Lien on the real property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid;

(B)an irrevocable commitment to issue an American Land Title Association Lender’s Extended Coverage title insurance policy (or comparable, in respect of each Project located in Texas) (collectively, the “First Lien Policies”, and, each, a “First Lien Policy”), for each of the Projects with all such endorsements (including “tie-in” endorsements for all properties whether interstate or intra-state as permitted) and in amounts acceptable to the Administrative Agent in its sole and absolute discretion and with costs of such policy to be paid by Borrowers, issued and providing for coinsurance by title insurer(s) as is/are acceptable to the Administrative Agent and Borrowers, insuring each Mortgage to be valid first priority and subsisting Liens on the real property described therein, free and clear of all

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defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for mechanics’ and materialmen’s Liens and for zoning of the applicable property) and such coinsurance as the Administrative Agent may deem necessary or desirable;

(C)An American Land Title Association/National Society of Professional Surveyors form survey of each of the Projects, for which all necessary fees (where applicable) have been paid, and dated no more than 60 days before the Closing Date, certified to the Administrative Agent and the issuer of the applicable First Lien Policy in a manner satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Administrative Agent (the “Surveys”, and, each, a “Survey”);

(D)evidence of the insurance required by the terms of each Mortgage and this Agreement;

(E)an appraisal of each Project for which an appraisal has been ordered by the Administrative Agent complying with the requirements of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended from time to time, and the regulations promulgated thereunder from time to time, which appraisal shall be in form and substance satisfactory to the Administrative Agent; and

(F)evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first priority and subsisting Liens on the property described in each Mortgage has been taken;

(v)such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;

(vi)such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good

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standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification;

(vii)copies of all Leases and Material Contracts, together with (x) estoppel certificates in respect of each Tenant leasing 20,000 square feet or more of space and in the aggregate from Tenant’s representing at least seventy-five percent of the actual aggregate leased square footage of all the Projects representing 75% of the gross rented square footage and (y) SNDAs executed and delivered by any Tenant who has a recorded lease or memorandum of lease or is leasing 20,000 square feet or more of space;

(viii)copies of all Ground Leases;

(ix)the Subordination of Management Agreement executed by Borrowers and the Property Manager;

(x)Ground Lessor Recognition Agreements from the applicable ground lessor;

(xi)the Environmental Indemnity duly executed by Borrowers and Guarantors;

(xii)each Guaranty in the form attached hereto as Exhibit E-1 and Exhibit E-2, respectively, duly executed by the applicable Guarantor;

(xiii)Assignment of Material Contracts executed by Borrowers;

(xiv)a favorable legal opinion with respect to each Project and certain other matters with respect to the Loan, including a non-consolidation opinion from Husch Blackwell, addressed to the Administrative Agent and each Lender, with reliance by their respective successors and permitted assignees as provided therein, as to matters reasonably required by the Administrative Agent relating to the Loan Documents and the transactions contemplated thereby;

(xv)a certificate signed by a Responsible Officer of each Borrower (A) that the conditions specified in this Section 4.01 have been satisfied, (B) that there has been no event or circumstance in respect of each such Borrower that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the absence of any action, suit, investigation or proceeding pending, or to such Borrower’s knowledge, threatened in any court or before any arbitrator or Governmental Authority in respect of such Borrower, except as otherwise disclosed on Schedule 5.05;

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(xvi)the Loan Parties shall have provided the Initial Lender and the Administrative Agent all documentation and other information requested by or on behalf of the Initial Lender and the Administrative Agent as required by the Initial Lender’s policy and bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act;

(xvii)certificates attesting to the Solvency of the Loan Parties as a whole after giving effect to the borrowing of the Loan, the granting of the Liens to secure the Obligations and the other transactions contemplated hereunder to occur on or before the Closing Date, as executed by a Responsible Officer of the Loan Parties acceptable to the Administrative Agent;

(xviii)evidence satisfactory to the Administrative Agent that the Insurance Requirements, as described on Schedule 4.01(a)(xviii), have been obtained and are in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as mortgagee, additional insured and/or sole loss payee, as the Administrative Agent may require, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitute Collateral;

(xix)each Account Control Agreement for each Account duly executed by the applicable Borrower, the applicable Depositary Bank or Acceptable Financial Institution, and the Administrative Agent;

(xx)an initial Operating Budget for the period beginning with the Closing Date and ending December 31, 2022 (the “Initial Operating Budget”) and (B) an initial Capital Budget for the period beginning with the Closing Date and ending December 31, 2022 (the “Initial Capital Budget”);

(xxi)evidence, in form and substance acceptable to the Administrative Agent, in its sole and absolute discretion, (A) of the pay-off in full of all existing debt financing secured by each of the Projects, or subject to a negative pledge by such Borrower, Sole Member or Parent as applicable (the “Existing Financing”), (B) of the termination of existing UCC financing statements and of the release of all mortgages and deeds of trust and related documents, in each case, relating to the Existing Financing and (C) no default has occurred or has been threatened (whether orally or in writing) under any Existing Financing;

(xxii)each other Collateral Document duly executed and delivered by each applicable Loan Party and each other party thereto;

(xxiii)flood plain searches with respect to each applicable Project indicating that each Project is not located in a “flood zone” except for the

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property located at 1024 24th Street SW, Minot, North Dakota, for which flood insurance has been obtained; and

(xxiv)UCC lien and litigation searches for each Loan Party have been completed and delivered to the satisfaction of the Administrative Agent and the Initial Lender.

(b)The Administrative Agent and the Initial Lender must have received such inspection and other reports and appraisals relating to the Improvements of each Project (each acceptable to the Administrative Agent and the Initial Lender in their sole and absolute discretion) and the Administrative Agent and the Initial Lender must be satisfied, in their sole and absolute discretion, with the condition of such Improvements.

(c)The Administrative Agent and the Lender must have received and approved, in their sole discretion, (i) an ASTM E1527-13 compliant Phase I Environmental Site Assessment for each Project, from a consultant approved by the Administrative Agent, and (ii) an insurance report for each Project from a consultant approved by the Administrative Agent.

(d)All fees required to be paid to the Administrative Agent and the Lenders on or before the Closing Date including without limitation, the Structuring Fees shall have been paid, as evidenced by a “sources and uses” summary executed by Borrowers, which “sources and uses” shall provide for funding of the Real Estate Tax Account  in the amount of the Real Estate Tax Account Closing Date Funding Amount.

(e)Unless waived by the Administrative Agent, Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent previously agreed in writing and to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrowers and the Administrative Agent).

(f)The representations and warranties of Borrowers and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.

(g)No Default shall exist, or would result from the advancing of the Loan or from the application of the proceeds thereof.

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(h)The Initial Lender shall have obtained its Executive Loan Committee approval to provide the Loan as provided for in this Agreement and enter into the Loan Documents.

(i)The Initial Lender and the Administrative Agent shall have received a consolidated and consolidating balance sheet of Borrowers dated March 31, 2022 (or more recently), and the related consolidated and consolidating income statement and cash flows, all in reasonable detail, certified by a Senior Officer of Borrowers as fairly presenting the financial condition, results of operations, and cash flows of Borrowers in accordance with GAAP (but the cash flow statements shall only be on a consolidated basis).

(j)The amount of the Loan will not exceed seventy percent (70%) of Loan to Value plus the Structuring Fee and the Initial Lender’s approved closing costs.

Article V
REPRESENTATIONS AND WARRANTIES

Borrowers represent and warrant to the Administrative Agent and the Lenders that:

5.01Existence, Qualification and Power.  Each Loan Party and each of its Subsidiaries (a) if an entity, is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under any Loan Documents to which it is a party, and (c) if an entity, is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license.

5.02Authorization; No Contravention.  The execution, delivery and performance by each Loan Party that is an entity of each Loan Document to which such Loan Party is a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) if an entity, contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.

5.03Governmental Authorization; Other Consents.  No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person (other than as expressly contemplated by the Loan Documents) is necessary or required in connection with (a) the execution, delivery or performance of obligations by any Loan Party of the Loan Documents, or the validity or enforceability thereof, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, or (c) the perfection or

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof), except the filing of financing statements in appropriate form in the appropriate filing offices and the recording of the Mortgages and any related fixture filing in the appropriate form in the appropriate recording offices.

5.04Binding Effect.  This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party hereto and thereto.  This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party that is party hereto and thereto in accordance with its terms (subject, in each case, to bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and general principles of equity).

5.05Litigation.  There are no actions, suits, proceedings, claims or disputes pending or threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against any Borrower or against any of their properties or revenues, except as set forth in Schedule 5.05 hereto.

5.06No Default.  Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

5.07Ownership of Property; Leases.

(a)Ownership.  Each Borrower has good record and marketable title in fee simple to, or valid leasehold interests in, its applicable Project, subject only to Permitted Encumbrances, and each Loan Party has good and marketable title to its other Collateral.

(b) Leases.  Schedule 5.07(b) sets forth a complete and accurate list of all leases (including ground leases or other agreement permitting occupancy by a Person other than the owner of the portion of the Project in question) of space in any portion of the Projects (each a “Lease” and collectively, the “Leases”).  Each Lease is a legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms (subject, in each case, to bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and general principles of equity). Borrowers have provided to Administrative Agent a true, correct and complete copy of each Lease.

5.08Environmental Compliance.  Each Borrower is in compliance in all material respects with all Environmental Laws and there have been no claims alleging potential liability or responsibility for violation of any Environmental Law on the businesses, operations and properties of such Borrower which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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5.09Insurance.  Each Project and the other Property of each Borrower is insured in accordance with the Insurance Requirements.

5.10Taxes.  Each Borrower has filed all Federal, state and other material tax returns and reports required to be filed as of the Closing Date (or has filed extension requests within the permitted time frames), and has paid all Federal, state and other taxes, assessments, fees and other governmental charges levied or imposed upon it,  its Project or its properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.  There is no proposed tax assessment against any Borrower, or any Project that would, if made, have a Material Adverse Effect.  Neither any Loan Party nor any Subsidiary thereof is party to any tax sharing agreement.

5.11ERISA Compliance.

(a)No liability under Section 4062, 4063, 4064 or 4069 of ERISA has been or is expected to be incurred by the Loan Party or any ERISA Affiliate thereof with respect to any Plan in an amount that would reasonably be expected to have a Material Adverse Effect.

(b)No Plan had an accumulated funding deficiency, whether or not waived, as of the last day of the most recent fiscal year of such Plan for which such an audit and report is available to any Borrower and no Plan which is subject to Section 412 of the Code failed to meet the requirements of Section 436 of the Code as of such last day except as set forth on Schedule 5.11 hereof.  No Loan Party nor any ERISA Affiliate thereof is subject to a Lien in favor of a Plan as described in Section 430(k) of the Code or Section 303(k) of ERISA, except as would not reasonably be expected to result in a Material Adverse Effect.  No Loan Party or related Pension Plan has any Unfunded Pension Liability.

(c)Each Plan of any Borrower and each ERISA Affiliate thereof is in compliance in all material respects with the applicable provisions of ERISA and the Code, except where the failure to comply would not reasonably be expected to result in any Material Adverse Effect.

(d)No Borrower nor any of its ERISA Affiliates has incurred or reasonably expects to incur any withdrawal liability under Section 4201 of ERISA as a result of a complete or partial withdrawal from a Multiemployer Plan in an amount that would reasonably be expected to have a Material Adverse Effect.

(e)No Borrower is an employee benefit plan as defined in Section 3(3) of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code and transactions by or with such Borrower are not subject to any state or local statute regulating investments of, or fiduciary obligations with respect to governmental plans within the meaning of Section 3(32) of ERISA.

5.12Subsidiaries; Equity Interests; Loan Parties.  Sole Member has no Subsidiaries other than Borrowers. All of the outstanding Equity Interests in Sole Member have been duly and validly issued and are owned by Parent.  All Equity Interests in the direct or indirect owners of the

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Equity Interests in each Borrower have been duly and validly issued and are owned by the Persons described in the organizational chart included on Schedule 5.12A, free and clear of all Liens, and in the percentages set forth in such organizational chart.  Set forth on Schedule 5.12B is a complete and accurate list of all Loan Parties, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its incorporation or formation (if an entity), the address of its principal place of business and its U.S. taxpayer identification number (if any).  The copy of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Sections 4.01(a)(v) and (vi) is a true and correct copy of each such document, each of which is valid and in full force and effect.

5.13Margin Regulations; Investment Company Act.

(a)No Loan Party is engaged, or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

(b)No Borrower, nor any Person Controlling such Borrower, or any other Affiliate of Borrowers is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

5.14Disclosure.  Each Borrower has disclosed to the Administrative Agent and the Lenders all material agreements, instruments and corporate or other restrictions to which it or any other Loan Party is subject, and all other material matters known to it.  No report, financial statement, certificate or other information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

5.15Compliance with Laws; Permits.  Each Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws, orders, writs, injunctions and decrees applicable to it or to its properties. Each Borrower holds all Permits, licenses and franchises that are reasonably necessary for the operation of its businesses and the applicable Project.

5.16Intellectual Property; Licenses, Etc.  Each Borrower owns, or possesses the right to use, all of the material trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of the applicable Project, without conflict with the rights of any other Person and Schedule 5.16 sets forth a complete and accurate list of all such IP Rights (except to the extent covered by reasonably adequate licensing arrangements).  To the best knowledge of each Borrower, other than to the extent of IP Rights licensed to or for the benefit of such Borrower, no slogan or other advertising device, product, process, method, substance, part or

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other material now employed, or now contemplated to be employed, by such Borrower that is material to the business of such Borrower infringes upon any rights held by any other Person.  No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of such Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.17Solvency.  The Loan Parties, taken as a whole, have (both immediately prior to the Closing Date and immediately after giving effect to the advancing of the Loan, the execution and delivery of the Loan Documents and the granting of Liens thereunder and the consummation of all other transactions contemplated hereunder to occur on or before the Closing Date), on a consolidated basis, Solvency.

5.18Casualty, Etc.  Neither the businesses nor the properties of any Borrower is affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance).

5.19Labor Matters.  Except as set forth on Schedule 5.19, there are no collective bargaining agreements or Multiemployer Plans covering the employees of any Borrower or any Affiliate of such Borrower as of the Closing Date and neither such Borrower nor any of its Affiliate has suffered any strikes, walkouts, work stoppages or other material labor difficulty within the last five (5) years.  

5.20Collateral Documents.  The provisions of the Collateral Documents are effective to create, in favor of the Administrative Agent (for the benefit of the Secured Parties), valid and perfected first priority Liens on the Collateral.  All governmental and other third party approvals necessary or desirable to perfect and protect, and establish and maintain the priority of, such Liens, have been duly effected or taken.

5.21Compliance with OFAC and the U.S. Patriot Act.  No Loan Party or Sponsor and, to the knowledge of any Borrower, no director, officer, agent, employee or Affiliate of any Loan Party (i) has been or is currently subject to any Sanctions; (ii) has been or is a Sanctioned Person; (iii)  has failed to be (or have been) in full compliance with the requirements of the U.S. Patriot Act, any Anti-Terrorism Law, Anti-Corruption Law or other applicable anti-money laundering laws and regulations, laws and regulations related to terrorism, or Sanctions; (iv) has been previously indicted for, convicted of, or is currently under investigation by any Governmental Authority for a U.S. Patriot Act Offense; (v) is a Restricted Party; or (vi) has engaged in dealings or transactions with any Restricted Party.

5.22Conduct of Business.  The only business conducted by each Borrower is the business of acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing, financing, refinancing, disposing of and operating the applicable Project; entering into this Agreement with the Administrative Agent and the Lenders and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing.

5.23Operating Budget; Capital Budget.  

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(a)Borrowers have prepared the Initial Operating Budget for the period ending December 31, 2022 based on reasonable assumptions (including as to all legal and factual matters material to the estimates set forth therein) and consistent in all material respects with the provisions of the Material Contracts in effect as of the Closing Date.

(b)Borrowers have prepared the Initial Capital Budget for the period ending December 31, 2022 based on reasonable assumptions (including as to all legal and factual matters material to the estimates set forth therein) and consistent in all material respects with the provisions of the Material Contracts in effect as of the Closing Date.

5.24Material Contracts.  All Material Contracts that are currently in effect are listed on Schedule 5.24 attached hereto.  The services to be performed and other rights granted pursuant to the Material Contracts, comprise all of the material services, materials and property interests required to operate the applicable Project in accordance with the Loan Documents.

5.25Utility Services.  All utility services necessary or reasonably required for the operation of each Project for its intended purposes, including, without limitation, natural gas (except with regard to Projects identified on Schedule 5.25), electricity, water supply, sanitary sewer, internet and waste water discharge, are available at each Project, are fully connected and operational and are currently providing services to each Project.

5.26Permits.  All Permits required for the operation of each Project by the applicable Borrower have been issued to such Borrower, and are in full force and effect or the applicable Tenant is required to have such Permits under the relevant Lease.

5.27Easements and Public Access.  (a) All easements, cross easements, licenses, air rights and rights of way or other similar property interests, if any, necessary or reasonably required for the full utilization of each Project and the existing Improvements for their intended purposes have been obtained, are described in the First Lien Policies and are in full force and effect, (b) each Project has rights of access to public roads and (c) all roads necessary for the use of each Project for its intended purposes have been completed and dedicated to public use and accepted by all applicable Governmental Authorities.

5.28Flood Zone.  None of the Projects is located in an area identified by the Federal Emergency Management Agency as a special flood hazard area.

5.29Physical Condition.  Each Project, including all buildings, Improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, to the extent they exist on such Project (provided, that, with respect to each Project that is leased to a third party or is ground leased by a Borrower as ground lessor, each such Project, to each such relevant Borrower's knowledge), in each case, are in good condition, order and repair in all material respects except as set forth in any property condition report previously delivered to the Administrative Agent and for those required repairs identified on Schedule 5.29 attached hereto which will be completed in accordance with the timeframes set forth on such Schedule.  Except as set forth in any property condition

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report previously delivered to the Administrative Agent, there exists no geotechnical, structural or other material defects or damages in any of the Projects, whether latent or otherwise, and, no Borrower has received notice from any insurance company, bonding company or any other Person of any defects or inadequacies in any of the Projects, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.

5.30Boundaries.  All of the existing Improvements lie wholly within the boundaries and building restriction lines of each Project, no improvements on adjoining properties encroach upon any of the Projects, and no easements or other encumbrances affecting any of the Projects encroach upon any of the existing Improvements, so as to affect in any materially adverse respect the value or marketability of any of the Projects, except those which constitute Permitted Encumbrances, are set forth on the Surveys and are insured against by the First Lien Policies.

5.31FIRPTA.  No Loan Party is a “foreign person” within the meaning of Sections 1445 or 7701 of the Code.

5.32Certain Fees. Except for any fee which may be due by Borrowers to the Exclusive Placement Agent, no broker’s or finder’s fee or commission will be payable with respect to the transactions contemplated by the Loan Documents.

5.33Financial Information.  All financial data, including, without limitation, the balance sheets, statements of cash flow, statements of income and Operating Expenses and rent rolls, that have been delivered to the Lenders in respect of Borrowers, the Loan Parties and/or the Projects (a) are true, complete and correct in all material respects, (b) accurately represent the financial condition of Borrowers, the other Loan Parties or the Projects, as applicable, as of the date of such reports, and (c) have been prepared in accordance with GAAP (except for the Excluded Items) throughout the periods covered, except as disclosed therein.  In accordance with reporting prescribed by GAAP, neither Borrowers nor any Loan Party has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as reflected in said financial statements, except for the Permitted Encumbrances or otherwise disclosed to Administrative Agent in writing. Since the date of the latest such financial statements except as otherwise disclosed in writing to Lender, there has been no materially adverse change in the financial condition, operations or business of Borrowers or other Loan Parties from that set forth in said financial statements.

5.34Payment of Tenant Improvement Costs and Leasing Commissions.  To the extent cash flow is or is forecasted to be insufficient therefor, Borrowers have made arrangements for obtaining equity funds sufficient to pay all costs of tenant improvements and leasing commissions with regard to (i) existing Leases, to the extent such costs have not previously been paid, and (ii) all Leases entered into subsequent to the date hereof.

5.35Ground Leases.  Schedule 5.35 sets forth a complete and accurate list of all Ground Leases.  Each Ground Lease is in full force and effect in accordance with its terms.  The applicable Borrower has not waived, canceled or surrendered any of its rights under each such Ground Lease.  The applicable Borrower is the sole owner of, and has good and marketable title to, the relevant

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Leasehold Estate.  Except as set forth on Schedule 5.35, the applicable Leased Premises is free and clear of all Liens, encumbrances and other matters affecting title, other than the Lien of the Mortgage thereon.  There is no existing Ground Lessee Default under any Ground Lease and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a Ground Lessee Default.  There is no existing Ground Lessor Default under any Ground Lease and no event has occurred which, with the passage of time or the giving of Notice, or both, would constitute a Ground Lessor Default under any Ground Lease.

Borrowers acknowledge that they make the representations and warranties set forth in this Article V to induce the Lenders and the Administrative Agent to enter into this Agreement and the other Loan Documents and that the Lenders and the Administrative Agent have entered into this Agreement and the other Loan Documents, and the Initial Lender is making the Loan and other financial accommodations to Borrowers as provided herein and therein, on the basis of and in reliance on, each such representation and warranty.

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Article VI
AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied:

6.01Financial Statements.  Borrowers shall deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(a)as soon as available, but in any event within 120 days after the end of each fiscal year of Borrowers (commencing with the fiscal year ended December 31, 2022), a consolidated balance sheet of Borrowers as at the end of such fiscal year, and the related consolidated income statement and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year (except that no comparative form shall be required with respect to the first reporting year), all in reasonable detail and prepared in accordance with GAAP, and consolidating balance sheet and income statement (except for the Excluded Items) which report shall be certified to by the Chief Financial Officer or Senior Vice President of Accounting of CBL Holdings I, Inc., as the general partner of the sole member of the Parent.;

(b)as soon as available, but in any event within 60 days after the end of each Fiscal Quarter of each fiscal year of Borrowers (commencing with the Fiscal Quarter ended June 30, 2022), a consolidated balance sheet of Borrowers as at the end of such Fiscal Quarter, and the related consolidated income statement and cash flows for such Fiscal Quarter and for the portion of Borrowers’ fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous fiscal year and the corresponding portion of the previous fiscal year (except that no comparative forms shall be required with respect to any reporting made prior to June 30, 2023), all in reasonable detail, certified by a Senior Officer of Borrowers as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of Borrowers in accordance with GAAP, and consolidating balance sheet and income statement, subject only to (excepting out the Excluded Items) normal year-end adjustments and the absence of footnotes;

(c)intentionally omitted; and

(d)as soon as available, but in any event before the end of each fiscal year of Borrowers, and, unless already included in the Operating Budget, projections for each Borrower, including forecasts prepared by management of Borrowers, in the form of the projections provided to the Administrative Agent as of the Closing Date or otherwise in form satisfactory to the Administrative Agent and the Required Lenders of income statements and cash flows of each Borrower on a quarterly (Fiscal Quarter) consolidated basis for the first immediately following fiscal year and on an annual (fiscal year) basis for each fiscal year.

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6.02Certificates; Other Information.  Borrowers shall deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders for Borrowers:

(a)concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed and true and accurate Compliance Certificate and Excess Cash Flow Certificate signed by a Senior Officer;

(b)promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrowers or Sole Member by independent accountants in connection with the accounts or books of Borrowers, or any audit of them;

(c)as soon as available, but in any event within 35 days after the end of each fiscal year of Borrowers, a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each Borrowers and containing such additional information as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably specify (it being agreed that a report substantially similar in form and substance to the insurance broker’s report provided to the Administrative Agent in connection with the execution of this Agreement shall be deemed satisfactory);

(d)promptly after the assertion or occurrence thereof, notice of any action or proceeding against, or of any noncompliance by, any Borrower with any Environmental Law or Environmental Permit;

(e)promptly, such additional information regarding the business, financial, legal or corporate affairs of any Borrower or the Sole Member, or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time reasonably request;

(f)within 60 days after the end of each Fiscal Quarter, rent rolls in respect of each Project indicating (i) total occupancy of such Project by square foot, (ii) a list of Project Tenants who are in default under the relevant Lease, (iii) a list of Project Tenants who have surrendered Leased Premises in such Project (including, without limitation, Tenant-owned improvements), (iv) a list of all new Tenants under non-Material Leases, (v) a list of scheduled termination or expiration dates in respect of each Lease pertaining to such Project and (vi) a list of upcoming proposed amendments to each Material Lease in respect of such Project; and

(g)copies of all income or franchise tax returns filed by each Borrower and Sole Member within forty-five (45) days of such returns being filed, if any.

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Documents required to be delivered pursuant to Section 6.01(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrowers posts such documents, or provides a link thereto on Borrowers’ website on the Internet at the website address previously given to the Administrative Agent; or (ii) on which such documents are posted on Borrowers’ behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrowers shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.  Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Borrowers with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

6.03Notices.  Borrowers shall notify the Administrative Agent and each Lender:

(a)within five (5) Business Days of the occurrence of any Default or any breach by a Loan Party or material default (which includes any default for which a notice is delivered or received) under any other Material Contract or any notice received regarding Hazardous Materials or breach of Environmental Laws;

(b)within five (5) Business Days of any (i) breach or non-performance of, or any default under, a material Contractual Obligation of any Borrower; (ii) any dispute, litigation, investigation, proceeding or suspension between any Borrower and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Borrower, including pursuant to any applicable Environmental Laws;

(c)to the extent not addressed by clause (b) above, within five (5) Business Days of any other event that results in or could reasonably be anticipated to result in a Material Adverse Effect;

(d)within ten (10) Business Days of the occurrence of any ERISA Event;

(e)within ten (10) Business Days of any material change in accounting policies or financial reporting practices by, or in respect of, any Borrower, ;

(f)within three (3) days of the (i) occurrence of any Disposition of property or assets for which a Borrower is required to make a mandatory prepayment pursuant to Section 2.03(b)(i), and (ii) receipt of any Extraordinary Receipt for which a Borrower is required to make a mandatory prepayment pursuant to Section 2.03(b)(ii); and

(g)within ten (10) days of any change in any Loan Party’s name, legal structure (if any entity), jurisdiction of organization (if an entity), tax identification number or place of business.

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Each notice pursuant to Section 6.03 (other than Section 6.03(e)) shall be accompanied by a statement of a Responsible Officer of Borrowers setting forth details of the occurrence referred to therein and stating what action Borrowers have taken and proposes to take with respect thereto.  Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04Payment of Obligations.  Each Borrower shall pay and discharge, as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate actions diligently conducted and adequate reserves in accordance with GAAP are being maintained by Borrowers; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property unless such claims are being contested in good faith by appropriate actions with adequate reserves established in accordance with GAAP or otherwise bonded against; and (c) all Indebtedness, as and when due and payable, but subject to any subordination and loan forgiveness provisions contained in any instrument or agreement evidencing such Indebtedness.

6.05Preservation of Existence, Etc.  Each Borrower shall:

(a)Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization;

(b)take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business; and

(c)preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect, and take all reasonable action to obtain and/or maintain the trademark and trade name licenses described on Schedule 5.16.

6.06Maintenance of Properties.  Each Borrower shall (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted and in accordance with any material requirements of the Material Contracts; (b) make all necessary repairs thereto and renewals and replacements thereof; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.  Each Borrower shall operate its Project in a manner consistent with prudent business practices of comparable facilities.

6.07Maintenance of Insurance.  Each Borrower shall maintain insurance with respect to its Project and its respective businesses as required by the Insurance Requirements.  Within thirty (30) days following the due date for each applicable policy, each Borrower shall provide copies of paid receipts to Administrative Agent in connection therewith.

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6.08Compliance with Laws.  Each Borrower shall comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to them or to their respective businesses and properties, except in such instances in which such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted and provided further, that such contest would not give rise to a Lien or other charge against its Project and such Borrower has provided for an adequate reserve therefor in accordance with GAAP.  Each Borrower shall maintain all permits and licenses to operate its Projects.

6.09Books and Records.  Each Borrower shall (a) maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP (except for the Excluded Items) consistently applied shall be made of all financial transactions and matters involving the assets and businesses of each Borrower; and (b) maintain such books of record and account in material conformity with all applicable Laws.

6.10Inspection Rights.  Each Borrower shall permit representatives and independent contractors of the Administrative Agent and the Lenders collectively and on a coordinated basis to visit and inspect any of its property, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their affairs, finances and accounts with the Senior Officers, at their own expense and at such reasonable times during normal business hours and as often as may be reasonably desired upon reasonable advance notice to such Borrower; provided, however, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of Borrowers at any time during normal business hours and without notice, provided if reasonable advance notice is not provided, such Borrower and its representatives shall not necessarily be available unless prior arrangements are made, but nonetheless, Administrative Agent or the Lenders shall have the access required hereunder.

6.11Use of Proceeds.  Borrowers shall use the proceeds of the Loan as provided in Section 2.02 above.

6.12Covenant to Give Security.  At any time upon request of the Administrative Agent (subject to applicable Laws), each Loan Party shall promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, any guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, security agreement supplements and other security and pledge agreements without increasing the obligations of any Loan Party in any manner not provided for or anticipated in the Loan Documents to carry out the intents and purposes of the Loan Documents.

6.13Compliance with Environmental Laws.  Each Borrower shall comply, and cause all Tenants and other Persons operating or occupying any part of the applicable Project to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and conduct any

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investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of their properties, in accordance with the requirements of all Environmental Laws; provided, however, that no Borrower shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

6.14Preparation of Environmental Reports.  At the request of the Required Lenders from time to time, provide to the Required Lenders within 60 days after such request, at the expense of Borrowers (but if there is no reasonable basis to conclude that the relevant environmental reports delivered by the relevant Borrowers pursuant to Section 4.1(c)(i) above are no longer accurate, at the expense of the Administrative Agent), a new environmental site assessment report for all or any part of the Projects, prepared by an environmental consulting firm acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such properties; without limiting the generality of the foregoing, if the Administrative Agent reasonably determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of Borrowers, and each Borrower hereby grants to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of Tenants, to enter onto its respective properties to undertake such an assessment.  

6.15Further Assurances.  Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, each Loan Party shall (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, which defect or error the Administrative Agent in its reasonable judgment deems material, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out the purposes of the Loan Documents, (ii) to the fullest extent permitted by Laws, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party is or is to be a party, and cause each of its Subsidiaries which is or is to be a party to do so.

6.16[Intentionally Omitted].

6.17[Intentionally Omitted].

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6.18Material Contracts; Leases.  Each Borrower shall perform and observe in all material respects all the terms and provisions of each Material Contract (including the Property Management Agreements set forth on Schedule 6.18) to be performed or observed by it, maintain each such Material Contract in full force and effect, and enforce each such Material Contract in accordance with its terms.  No Material Contract (including any Material Lease or Existing Lease that, if so amended or modified would constitute a Material Lease if such Lease were a new Lease), may be amended, restated, amended and restated, or otherwise modified, or entered into, or terminated, unless the consent of the Administrative Agent in its sole and absolute discretion thereto is given and, in connection with the assumption of an existing Material Lease, the relevant Borrower shall provide to the Administrative Agent financial statements of the proposed new Tenant that would assume such Material Lease.  All Leases in respect of each Project shall be subject and subordinate to the Loan Documents and the Liens granted pursuant to the Collateral Documents (pursuant to the terms of the Lease or a subordination, non-disturbance and attornment agreement entered into by the applicable Tenant, Borrowers and the Administrative Agent or a collateral assignment of such agreement for the benefit of the Administrative Agent).  No Borrower shall collect any rent from any Tenant more than one month in advance or, without limitation of the foregoing, hold any security or other deposit under a Lease, except in accordance with Laws, the applicable Lease and customary deposits for use of such Project.  No Borrower shall permit any Tenant under any Lease to, and each Borrower shall cause each Tenant under each Lease not to, have any Lien or other security interest placed on or in respect of any Project (including in respect of any Project where the relevant Borrower is a Ground Lessor to such Tenant-Ground Lessee), other than the Liens of the Loan Documents thereon or Permitted Encumbrances, and any leasehold financing of such Tenant Ground Lessee that is subordinated to the Liens of the Loan Documents.

6.19Designation as Senior Debt.  Each Borrower and Sole Member shall designate all Obligations as “Designated Senior Indebtedness” or such other applicable designation under, and defined in, any documentation in respect of any subordinated Indebtedness of such Loan Parties.

6.20Separateness.  Each  Borrower and Sole Member shall maintain its existence separate and distinct from any other Person.  Without limiting the generality of the foregoing, except as expressly permitted pursuant to this Agreement, each Borrower and Sole Member shall:

(a)pay its debts and liabilities (including overhead expenses) from its own assets (to the extent available therefor) as the same shall become due;

(b)comply with its Organization Documents;

(c)conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence;

(d)maintain its own separate books, records, and bank accounts, except as expressly otherwise allowed or required by the Loan Documents;

(e)maintain separate financial books and records, and to the extent delivered for a single Project, financial statements; provided, however, that a Borrower’s and the

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Sole Member’s assets may be included in a consolidated financial statement of its Affiliates provided that appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the applicable entity and such Affiliates and to indicate that the Borrower’s and the Sole Member’s assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person.

(f)file its own tax returns (except to the extent consolidation is required under relevant tax law), and pay any taxes so required to be paid under applicable law and not permit Sole Member or any Borrower to be treated as a division for tax purposes of another taxpayer;

(g)at all times hold itself out to the public and all other Persons as a legal entity separate and distinct from any other entity, correct any known misunderstanding regarding such status, pay the salaries of its own employees, if any, when due and payable; although from a marketing standpoint, a Project may be disclosed as being associated with the CBL & Associates Properties, Inc., and CBL & Associates Management, Inc. may promote its services related to a Project using service marks that it uses to promote its services at other shopping center owned through affiliates of CBL & Associates Properties, Inc.;

(h)maintain an arm’s length relationship with its Affiliates;

(i)maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person;

(j)maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided that the foregoing shall not require any direct or indirect member, partner or shareholder of a Borrower or Sole Member to make any additional capital contributions to a Borrower or Sole Member;

(k)be an entity disregarded as a separate entity or treated as a partnership for federal income tax purposes and not make any election under Section 301.7701-3(a) of the regulations promulgated pursuant to the Code to be treated as an association taxable as a corporation for federal income tax purposes;

(l)engage only in the business and for the purposes set forth in Section 5.22 of this Agreement (in the case of each Borrower) or Section 7.18 of this Agreement (in the case of Sole Member);  

(m)not to guarantee or become obligated for the obligations of any other entity or hold out its credit as being available to satisfy the obligations of others, except for the Loan and except as expressly permitted by the Loan Documents;

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(n)not acquire obligations or securities of its members or other Equity Interest holders, except as permitted by the Loan Documents;

(o)use separate stationary, invoices and checks, or with respect to any communication on behalf of a Borrower or Sole Member by its property manager, CBL & Associates Management, Inc., be specifically identified therein;

(p)pledge its assets for the benefit of any other entity or make any loans or advances to any entity, except for the loan evidenced by the Sole Member Promissory Note and except as permitted by the Loan Documents;

(q)with respect to Sole Member (but not any Borrower) at all times have a duly appointed Independent Manager pursuant to its  Organization Documents, and such Organization Documents shall at all times include a requirement that the approval or consent of its Independent Manager shall be required to authorize such entity or to authorize any of its subsidiary Borrowers to: (i) file or consent to the filing of any bankruptcy, insolvency or reorganization petition or proceeding with respect to it, or otherwise institute any proceeding or seek any relief under the Bankruptcy Code or any other Debtor Relief Law with respect to it; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for itself or a substantial portion of its Property; (iii) make any assignment for the benefit of creditors with respect to itself; (iv) admit in writing its inability to pay its debts generally as they become due, provided, that the delivery of the budgets provided for in Section 6.22 shall not in itself constitute an admission of inability to pay its debts; (v) be dissolved or liquidated; (vi) sell all or substantially all of its Property or any Project; or (vii) take any limited liability company or trust action in furtherance of any such action described in clauses (i) through (v) above.

(r)with respect to each Borrower, it shall at all times include a requirement that the approval or consent of its Sole Member (including the approval of the Independent Manager of its Sole Member) shall be required to authorize such entity to: (i) file or consent to the filing of any bankruptcy, insolvency or reorganization petition or proceeding with respect to it, or otherwise institute any proceeding or seek any relief under the Bankruptcy Code or any other Debtor Relief Law with respect to it; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for itself or a substantial portion of its Property; (iii) make any assignment for the benefit of creditors with respect to itself; (iv) admit in writing its inability to pay its debts generally as they become due, provided, that the delivery of the budgets provided for in Section 6.22 shall not in itself constitute an admission of inability to pay its debts; (v) be dissolved or liquidated; (vi) sell all or substantially all of its Property or any Project; or (vii) take any limited liability company or trust action in furtherance of any such action described in clauses (i) through (v) above.

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6.21Deposit Accounts.  Borrowers shall maintain all Blocked Accounts with the Depository Bank, and Borrowers shall maintain all Accounts (other than the Blocked Accounts) with an Acceptable Financial Institution or the Depository Bank, subject, in each case, to each such Account being subject to an Account Control Agreement. Each of the Depository Bank and each Acceptable Financial Institution must have acknowledged and agreed to the assignment of each such Account to the Administrative Agent, and the grant of control over such Accounts to the Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms of an Account Control Agreement entered into by the parties thereto.

6.22Budgets.  On or before the beginning of each calendar year, beginning with calendar year 2023, each Borrower shall deliver to the Administrative Agent (i) a budget for the operations of each Borrower for the ensuing calendar year as approved by Administrative Agent in its reasonable but good faith discretion (an “Operating Budget”), and (ii) a budget for the capital expenditures of each Borrower for the ensuing calendar year as approved by the Administrative Agent in its sole and absolute but good faith discretion (the “Capital Budget”).  An Operating Budget shall detail by month-by-month projections, including scheduled debt service, proposed Operating Revenue, and proposed Operating Expenses, for such Borrower in respect of its Project for the ensuing calendar year.  The Capital Budget shall detail all proposed Capital Expenditures of such Borrower in respect of its Project for the ensuing calendar year. Any revisions to the Operating Budget or the Capital Budget shall be reported to the Administrative Agent. .  Delivery of an Operating Budget that shows a negative cash flow for a Project shall not be considered an admission of inability to pay debts.

6.23Real Estate Tax Account.  On the Closing Date, Borrowers shall deposit into the Real Estate Tax Account (a) an amount equal to $500,000.00 (the “Minimum Real Estate Tax Account Funding”) plus $1,265,110 in respect of estimated Property Taxes for the Open-Air Projects as of the Closing Date, and (b) on each Interest Payment Date thereafter, Borrowers shall cause to be deposited into the Real Estate Tax Account an amount equal to one-twelfth (1/12) of the Property Taxes for the Open-Air Projects that the Administrative Agent reasonably estimates will be payable during the next ensuing twelve (12) months in order to accumulate sufficient funds to pay all such Property Taxes at least thirty (30) days prior to their respective due dates  Amounts deposited pursuant to this Section 6.23 are referred to herein as the “Tax Funds”  If, at any time, the Administrative Agent reasonably determines that the Tax Funds will not be sufficient to pay the Property Taxes for the Open-Air Projects, at least thirty (30) days prior to the respective due dates, the Administrative Agent shall notify the applicable Borrowers of such determination and the monthly deposits for Property Taxes shall be increased by the amount that the Administrative Agent estimates is sufficient to make up the deficiency at least thirty (30) days prior to the respective due dates for such Property Taxes; provided that if any such Borrower receives notice of any such deficiency after the date that is thirty (30) days prior to the date that Property Taxes are due or thirty (30) days prior to the expiration of the insurance policies, each such Borrower will cause such deposit to be made within five (5) Business Days after its receipt of such notice.

6.24Restoration Following Casualty.  If any act or occurrence of any kind or nature (including any casualty for which insurance was not obtained or obtainable) shall result in damage to or destruction of a Project (such event being called a “Casualty Loss”) and the cost to repair

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such Casualty Loss is reasonably expected to exceed $500,000, Borrowers will give prompt written notice thereof to Administrative Agent.  All Extraordinary Receipts paid or payable in connection with such Casualty Loss for any single Open Air Project in excess of $1,500,000, or any single Outparcel Project in excess of $750,000, shall be paid to Administrative Agent; provided that Extraordinary Receipts of less than $1,500,000 for any single Open Air Project, or less than $750,000 for any single Open Air Project during any 12 month period received on behalf of any individual Borrower in connection with a Casualty Loss may be retained by (or paid by the Insurer to) applicable Borrower and held in an Account of such Borrower subject to an Account Control Agreement. Such Extraordinary Receipts retained by (or paid to) such Borrower shall be used by such Borrower to repair or restore the applicable Project, with all remaining proceeds being (i) used to make a mandatory prepayment of the Loan in accordance with Section 2.03(b)(ii) hereof or (ii) with the prior written consent of the Administrative Agent, retained by such Borrower.  The Administrative Agent shall have the right to either (a) place all Extraordinary Receipts received in connection with such Casualty Loss for any single Open Air Project in excess of $1,500,000 or any single Outparcel Project in excess of $750,000 during any 12 month period received in connection with a Casualty Loss in the Loss Proceeds Account for the benefit of Administrative Agent and applicable Borrower to be used to restore, repair or replace and rebuild the applicable Project as nearly as possible to its value, condition and character immediately prior to such Casualty Loss or (b) in the case of a Casualty Loss resulting in the complete destruction of the Improvements on a Project, apply all proceeds in connection with such Casualty Loss to the payment of the Obligations in such order as Administrative Agent may elect.  The applicable Borrower shall use the amounts in the Loss Proceeds Account in respect of such Casualty Loss to restore, repair, replace and rebuild the applicable Project as nearly as possible to its value, condition and character immediately prior to such Casualty Loss within three hundred sixty (360) days after receipt of applicable Permits for such restoration (with such work to commence within ninety (90) days after receipt of applicable Permits) (as extended by the Administrative Agent in its sole and absolute discretion) from the date of such Casualty Loss, and any withdrawals from such Loss Proceeds Account shall be subject to the satisfaction of all conditions imposed by the Administrative Agent using the Administrative Agent’s standard construction loan advance procedures including, without limitation, the requirement that any shortfall shall first be funded by the applicable Borrower.  Subject to the availability of sufficient funds as above provided, the applicable Borrower hereby covenants to diligently prosecute all such restoration, repairs or replacement of the applicable Project, and agrees that all such work shall be conducted pursuant to written contracts (which contracts, if the work in question will cost in excess of $1,000,000, must be approved by Administrative Agent in writing) and free and clear of all mechanic’s or materialmen’s or other Liens or Lien claims arising from such work (unless the same are satisfied or bonded in a manner satisfactory to Administrative Agent). Any amount remaining in the Loss Proceeds Account in respect of the subject Casualty Loss that is not so used to restore, repair, replace or rebuild the applicable Project within such three hundred sixty (360) day time period (as extended by the Administrative Agent in its sole and absolute discretion) shall be (i) used to make a mandatory prepayment of the Loan in accordance with Section 2.03(b)(ii) of the Credit Agreement or (ii) with the prior written consent of the Administrative Agent, retained by such Borrower.  Notwithstanding anything to the contrary in this Section 6.24 or in any other Loan Document, upon the occurrence and during the continuance of an Event of Default, all Extraordinary Receipts will be paid to the Administrative Agent (to the extent not on deposit in

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the Loss Proceeds Accounts), and all Extraordinary Receipts (including all amounts on deposit in the Loss Proceeds Accounts) may be withheld or applied by the Administrative Agent in any manner Administrative Agent so elects.

6.25Condemnation.  Promptly upon any Loan Party obtaining knowledge of the institution or the threatened institution of any proceeding for the condemnation of a Project or any part thereof, Borrowers shall notify the Administrative Agent of such fact.  The applicable Borrower shall then file or defend its rights thereunder and prosecute the same with due diligence to its final disposition and shall cause any awards or settlements to be paid over to Administrative Agent for disposition pursuant to the terms of this Section 6.25 of the Credit Agreement.  The applicable Borrower may be the nominal party in such proceeding, but the Administrative Agent shall be entitled to participate in and be represented therein by counsel of its choice, at such Borrower’s cost, and such Borrower will deliver, or cause to be delivered, to the Administrative Agent such instruments as may be requested by it from time to time to permit such participation.  If a Project or any part thereof is taken or diminished in value, or if a consent settlement is entered, by or under threat of such proceeding, the award or settlement payable to the applicable Borrower by virtue of its interest in such Project shall be and hereby is assigned, transferred and set over unto the Administrative Agent to be held by it, in trust, subject to the lien and security interest of the applicable Mortgage.  If a Project, or any part thereof, shall be condemned or otherwise taken for public or quasi-public use under the power of eminent domain, or be transferred in lieu thereof (each, a “Condemnation Event”), all damages or other amounts awarded for the taking of, or injury to, such Project shall be paid to Administrative Agent for deposit into the Loss Proceeds Account, provided that Extraordinary Receipts of less than $750,000 in the aggregate during any 12 month period received in connection with a Condemnation Event shall be paid to and held in an Account of such Borrower subject to an Account Control Agreement. Such proceeds paid to such Borrower shall be used by such Borrower to repair or restore the applicable Project, with all remaining proceeds being (i) used to make a mandatory prepayment of the Loan in accordance with Section 2.03(b)(ii) hereof (after payment of the costs and expenses of the Administrative Agent, including attorneys’ fees incurred in connection with collection of such amounts) or (ii) with the prior written consent of the Administrative Agent, retained by such Borrower.  Administrative Agent shall have the right to either (a) place all Extraordinary Receipts received in connection with such Condemnation Event in excess of $750,000 in the aggregate during any 12 month period received in connection with a Condemnation Event in the Loss Proceeds Account for the benefit of Administrative Agent and such Borrower to be used to restore, repair or replace and rebuild the applicable Project as nearly as possible to its value, condition and character immediately prior to such Condemnation Event or (b) in the case of a Condemnation Event of the entirety of a Project, apply all proceeds in connection with such Condemnation Event to the payment of the Obligations in such order as Administrative Agent may elect (after payment of the costs and expenses of the Administrative Agent, including attorneys’ fees incurred in connection with collection of such amounts).  The applicable Borrower shall use the Extraordinary Receipts in the Loss Proceeds Accounts in respect of the subject Condemnation Event to restore, repair, replace and rebuild the applicable Project as nearly as possible to its value, condition and character immediately prior to such taking within three hundred sixty (360) days after receipt of applicable Permits for such restoration (with such work to commence within ninety (90) days after receipt of applicable Permits) (as extended by the Administrative Agent in its sole and absolute discretion), and any

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withdrawals from the Loss Proceeds Account shall be subject to the satisfaction of all conditions imposed by the Administrative Agent using the Administrative Agent’s standard construction loan advance procedures.  Subject to the availability of sufficient funds as above provided, the applicable Borrower hereby covenants to diligently prosecute all such restoration, repairs or replacement of the applicable Project, and agrees that all such work shall be conducted pursuant to written contracts (which contracts, if the work in question will cost in excess of $1,000,000.00, must be approved by the Administrative Agent in writing) and free and clear of all mechanic’s or materialmen’s or other Liens or Lien claims arising from such work (unless the same are satisfied or bonded in a manner satisfactory to the Administrative Agent).  Any amount remaining in the Loss Proceeds Account in respect of the subject condemnation event that is not so used to restore, repair, replace or rebuild the applicable Project within such three hundred sixty (360) day time period (as extended by the Administrative Agent in its sole and absolute discretion) shall be (i) used to make a mandatory prepayment of the Loan in accordance with Section 2.03(b)(ii) hereof (after payment of the costs and expenses of the Administrative Agent, including attorneys’ fees incurred in connection with collection of such amounts) or (ii) with the prior written consent of the Administrative Agent, retained by the applicable Borrower.  Notwithstanding anything to the contrary in this Section 6.25 or in any other Loan Document, upon the occurrence and during the continuance of an Event of Default, all Extraordinary Receipts will be paid to the Administrative Agent (to the extent not on deposit in the Loss Proceeds Accounts), and all Extraordinary Receipts (including all amounts on deposit in the Loss Proceeds Account) may be withheld or applied by the Administrative Agent in any manner Administrative Agent so elects.

6.26Ground Leases.  Each Borrower who is a Ground Lessee will deliver to Administrative Agent, within five days after such Borrower’s receipt, a true and correct copy of each notice, demand, complaint or request from the applicable Ground Lessor under, or with respect to, the applicable Ground Lease.

Any Borrower who is a Ground Lessee will pay the Ground Rent and all other sums of money due and payable at any time under the Ground Lease as and when such sums become due and payable, but in any event before the expiration of any grace period provided in the Ground Lease for the payment of any such sum. Such Borrower will deliver evidence of any such payments to Administrative Agent within five days after receipt of a written request for evidence of such payments.  Each Borrower who is a Ground Lessee will at all times perform, observe and comply in all material respects with all other terms, covenants and conditions of the applicable Ground Lease to be performed, observed or complied with by such Borrower as Ground Lessee under such Ground Lease.

At any time after the Administrative Agent receives notice of a Ground Lessee Default, the Administrative Agent may (but will not be obligated to), make any payment, perform any obligation, and take any other action the applicable Borrower would have the obligation to pay, perform, or take under the relevant Ground Lease that the Administrative Agent deems necessary or desirable to cure or otherwise in respect of such Ground Lessee Default.

For purposes of exercising its rights under this Section, the Administrative Agent will not be liable to the applicable Borrower or any other Person for any action taken or omitted to be taken

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by the Administrative Agent based on any written notice from Ground Lessor stating that a Ground Lessee Default has occurred and is continuing even though such Borrower may question or deny the existence or nature of such Ground Lessee Default.

All expenditures made on behalf of Lenders pursuant to this Section 6.26 to cure or otherwise in respect of, a Ground Lessee Default will become an additional part of the Obligations.

Any Borrower who is a Ground Lessee will not, without the written consent of the Administrative Agent (which may be given or withheld by the Administrative Agent in its absolute and sole discretion), take any of the following actions in respect of each Ground Lease to which it is a party:  (i) surrender the Leasehold Estate to Ground Lessor or terminate or cancel or otherwise waive any Ground Lessor Default in respect of such Ground Lease; (ii) amend, modify or change such Ground Lease, either orally or in writing, or waive any of Borrower’s rights under such Ground Lease; (iii) subordinate such Ground Lease or the Leasehold Estate to any mortgage, deed of trust or other Lien on or in respect of  Ground Lessor’s Fee Estate; and (iv) reject or assume such Ground Lease or assign, transfer or otherwise dispose of the Leasehold Estate including without limitation pursuant to Section 365(h) of the Bankruptcy Code, except such Disposition as permitted under the express terms of this Agreement.

6.27Post-Closing Covenant.  Borrower shall deliver to Administrative Agent the items set forth on Schedule 6.27 attached hereto, within the time periods set forth therein (or such longer time as Administrative Agent may allow in its reasonable discretion).

6.28Posting Closing Obligations With Respect to Account Control Agreements. The Account Control Agreements with PNC Bank set forth on Schedule 6.28 hereof were not delivered on the Closing Date (the “Required DACAs”). The Borrowers shall have ten (10) Business Days from the day hereof to deliver the Required DACAs to the Administrative Agent. If the Borrowers fail to deliver the Required DACAs to the Administrative Agent as provided above the Borrowers shall have ten (10) additional Business Days to enter into Account Control Agreements with an Acceptable Financial Institution to replace the Required DACAs (the “Replacement DACAs”) and to direct the relevant Tenants to make any and all payments to the applicable accounts subject to the Replacement DACAs. The Administrative Agent may extend either of the above described ten day periods in its reasonable discretion.

Article VII
NEGATIVE COVENANTS

So long as the Loan or other Obligation hereunder shall remain unpaid or unsatisfied, no Borrower shall (and with respect to Section 7.18 below, neither Parent nor Sole Member shall):

7.01Liens.  Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than Liens pursuant to any Collateral Document and Permitted Encumbrances; provided, however, nothing herein shall be deemed to prohibit such Borrower’s right to contest any tax imposition or a materialmen’s or mechanics Lien; provided, that (a) no Default shall have occurred and be continuing; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any

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other instrument to which such Borrower or the applicable Project is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable Laws; (c) neither the Project nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (d) such Borrower shall promptly upon final determination thereof pay the amount of any such tax or materials or mechanics lien, together with all costs, interest and penalties which may be payable in connection therewith; (e) unless already paid, such proceeding shall suspend the collection of tax or materials or mechanics lien; and (f) such Borrower shall deposit with the Lenders cash or other security as may be required in the proceedings, or as may otherwise be requested by the Administrative Agent, to ensure the payment of any such tax or materials or mechanics lien, together with all interest and penalties thereon.  The Lenders may pay over any such cash or other security held by the Lenders to the claimant entitled thereto at any time when, in the judgment of the Lenders, the entitlement of such claimant is established.

7.02Indebtedness.  Create, incur, assume or suffer to exist any Indebtedness, except:

(a)the Loan;

(b)Indebtedness for real estate and other taxes owed to any Governmental Authority; and

(c)unsecured trade payables incurred in the ordinary course of business relating to the ownership and operation of the Projects, which in the case of such unsecured trade payables (A) are not evidenced by a note, (B) do not exceed, at any time, a maximum amount of three percent (3%) of the specified value for each Borrower as set forth on Schedule 7.02(c) hereof, and (C) are paid within ninety (90) days of the date incurred.

7.03Investments.  Make or hold any Investments, other than Sole Member Promissory Notes pledged to the Administrative Agent under the Security Agreement.

7.04Fundamental Changes.  Merge, dissolve, liquidate, or consolidate with or into another Person or change its name or principal place of business or make or enter into a division or plan of division under applicable Laws.

7.05Dispositions.  Make any Disposition, or enter into any agreement to make any Disposition, other than (i) an Immaterial Transfer; (ii) an Existing Lease; (iii) a non-Material Lease; (iv) with the consent of the Administrative Agent in its reasonable discretion, a Material Lease; (v) Dispositions of inventory and consumables in the ordinary course of business, and (vi) the Disposition of Proposed Released Collateral in accordance with Section 2.17.

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7.06Formation of Subsidiaries and Employees.  Create or own any Subsidiary, or have any employees.

7.07Transactions with Affiliates.  Enter into any transaction of any kind with any Affiliate of Borrowers, including without limitation management  fees and expenses whether or not in the ordinary course of business, other than (i) for fair market value and on fair and reasonable terms substantially as favorable to the applicable Borrower as would be obtainable by the applicable Borrower at the time in a comparable arm’s length transaction with a Person other than an Affiliate of the applicable Borrower (and Lender acknowledges that the Management Agreements entered into with CBL & Associates Management, Inc., (copies of which have been delivered to Lender) meet the required standard for such fair and reasonable terms), and (ii) Investments permitted pursuant to Section 7.03 hereof or Restricted Payments permitted pursuant to Section 7.17 hereof.

7.08Use of Proceeds.  

(a)Use the proceeds of the Loan, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose or for any other purpose that would result in a violation of Regulation T, U or X of the FRB.

(b)Directly or indirectly, use the proceeds of the Loan, or lend, contribute, or otherwise make available such proceeds to any other Person, (i) to fund any activities of or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loan, whether as underwriter, advisor, investor, or otherwise), (iii) for the purpose of violating any applicable Laws, rule or regulation regarding Sanctions or money laundering, or any Anti-Terrorism Law or Anti-Corruption Law, (iv) that is a Restricted Party or (v) that has engaged in dealings or transactions with any Restricted Party.

7.09[Reserved].

7.10Amendments of Organization Documents.  Amend any of its Organization Documents or change its name, jurisdiction of organization, tax identification number or place of business.

7.11Accounting Changes.  Make any change in (a) accounting policies or reporting practices, except as required by GAAP, or (b) fiscal year.

7.12ERISA.

(a)And shall ensure that no other Loan Party shall, be, or otherwise be party to, an employee benefit plan as defined in Section 3(3) of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code, nor shall any of the assets of any Borrower

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or any Loan Party constitute “plan assets” within the meaning of 29 CFR §2510.3-101, as modified by Section 3(42) of ERISA.

(b)Assuming no source of funds used to make the Loan constitutes “plan assets” within the meaning of 29 CFR §2510.3-101, as modified by Section 3(42) of ERISA, cause any proceeds of the Loan to constitute or to give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

7.13Assignment.  Assign, and shall cause each other Loan Party not to assign, its obligations under any of the Loan Documents to any other Person.

7.14Deposit Accounts and Securities Accounts.  Maintain, establish or use any deposit account or securities account (including any Account) other than deposit accounts included as part of the Collateral and subject to an Account Control Agreement, or hold any cash (or cause any revenue or other proceeds from the Projects to be held) other than in an Account of Borrowers that is subject to an Account Control Agreement.

7.15Hazardous Materials.  Handle, transport, or release Hazardous Materials into the environment other than in accordance with the Loan Documents and applicable Environmental Laws and Environmental Permits.

7.16Sale-Leaseback.  Enter into any agreement which creates an obligation of it or any of its Affiliates to purchase property arising out of or in connection with the sale of the same property by any Borrower or any of its Affiliates.

7.17Restricted Payments.  Make any Restricted Payment, other than, (a) the disbursement of the proceeds of the Sole Member Promissory Note from Sole Member to Parent as required in Section 2.02 herein, (b) Borrowers may make Restricted Payments to Sole Member, and (c) so long as no Default then exists, Borrowers and/or Sole Member may make a Restricted Payment during a Fiscal Quarter in the form of one or more dividends or distributions to Parent that, in the aggregate for all Borrowers, does not exceed the amount of Excess Cash Flow as determined as of the end of the most recent Fiscal Quarter:

(i)to allow CBL & Associates Properties, Inc. and its direct and indirect Subsidiaries to comply with the minimum requirements for REITs under the Code as it relates to the direct or indirect ownership of the Collateral; and

(ii)for any other purpose, provided that (A) the DSCR as of the end of the most recent Fiscal Quarter is greater than or equal to 1.20 to 1.00 and (B) the Loan to Value Ratio is at least seventy percent (70% or less) as of the end of the most recent Fiscal Quarter, provided the Lenders (in their sole discretion) will have the right, at the time of such Restricted Payment, to cause fifty percent (50%) of each Restricted Payment amount described in this clause (ii) to be applied as a prepayment of the Loan (without the payment of any Yield Maintenance Amount).  Any portion of the remaining

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50% of the Excess Cash Flow that is not applied to a principal pay down by the Lender as set forth above, may be distributed by Borrowers and/or Sole Member to Parent.

7.18Sole Member; Parent.  Sole Member agrees that it shall not conduct any operating business, or own any assets other than 100% of the Equity Interests in Borrowers, and Sole Member shall cause all such Equity Interests to be at all times free and clear of all Liens (other than Liens created by the Loan Documents).  Parent shall cause 100% of the Equity Interests in Sole Member to be at all times free and clear of all Liens other than Liens created by the Loan Documents.

7.19Partition.  Bring an action for partition with respect to a Borrower’s ownership interest in its Project or compel any sale thereof, notwithstanding anything to the contrary contained herein.

7.20Leases.  No Borrower shall, without the Administrative Agent’s prior written consent (such consent not to be unreasonably withheld), enter into any lease for space in the applicable Project if such lease is a Material Lease.  All Leases for space at the Project (including Material Leases) shall be (x) on the applicable Borrower’s standard form of lease, a copy of which is attached hereto as Exhibit E, with such non-material changes as shall be commercially reasonable effected as a result of negotiations with the applicable Tenant and, (y)  subject and subordinate to the Loan Documents and the Liens granted pursuant to the Collateral Documents (either pursuant to the terms of the Lease or a subordination, non-disturbance and attornment agreement entered into by the Tenant, the applicable Borrower and the Agent). No Borrower will amend any Material Lease without Administrative Agent’s prior written consent, not to be unreasonably withheld, conditioned or delayed. No Borrower will amend any Lease in effect as of the Closing Date to extend the term to more than five (5) years from the date of such amendment or grant to the Tenant thereunder a renewal option or to expand the premises leased to such Tenant or any Affiliate of such Tenant to more than 7,500 square feet, without the prior written consent of the Administrative Agent, not to be unreasonably delayed.  No Borrower shall collect any Rent more than one (1) month in advance or, without limitation of the foregoing, amend or modify any Lease in any material respect or hold any security or other deposit under a Lease, except in accordance with applicable Law and the applicable Lease.   With respect to any written request (including an e-mail request) by Borrower to Administrative Agent for consent to a Material Lease (or any amendment or modification thereto), Administrative Agent shall either approve or deny such request within ten (10) Business Days following receipt of such request, and if Administrative Agent fails to respond to Borrower within such ten (10) day period, the request shall be deemed to have been denied.

7.21 Intercompany Note.  Borrowers shall not make demand on the Sole Member Promissory Note while any of the Obligations are outstanding.

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Article VIII
EVENTS OF DEFAULT AND REMEDIES

8.01Events of Default.  Any of the following shall constitute an “Event of Default”:

(a)Non-Payment.  Borrowers or any other Loan Party fails to (i) pay when and as required to be paid herein, any amount of principal of the Loan, or (ii) pay within five (5) days after the same becomes due, any interest on the Loan, or any other amount payable hereunder or under any other Loan Document (including without limitation the payment or deposit requirements in Sections 6.23, 6.24 and 6.25 hereof); or

(b)Specific Covenants.  (i) any Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.02(c), 6.03, 6.05, 6.07, 6.11, 6.12, 6.15, 6.19, 6.20, 6.21 or Article VII, (ii) any of the Loan Parties fails to perform or observe any term, covenant or agreement contained in Section 2.7,  4.2, Section 4.3 or Section 4.5(e) of the Security Agreement, Intentionally omitted, or (iv) any Borrower who is a Ground Lessee fails to perform or observe any term, covenant or agreement contained in Section 6.26; or

(c)Other Defaults.  Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after the earlier of (i) any Borrower’s knowledge, or such Loan Party’s knowledge, of such failure or (ii) receipt of written notice thereof from the Administrative Agent or any Lender, but if any such Default cannot be cured within such 30 day period, but Borrower has commenced to cure such default within such 30 day period and is diligently pursuing completion of same, Borrower shall have 60 days to cure any such Default; or

(d)Representations and Warranties.  Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect (or in “all respects” if qualified by materiality, Material Adverse Effect or other similar qualifier) when made or deemed made; or

(e)Cross-Default.  Any Borrower (a) fails to make any payment when due after giving effect to all applicable notice and cure periods (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (b) fails to observe or perform any other agreement or condition relating to any such Indebtedness in excess of the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event

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occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or

(f)Insolvency Proceedings, Etc.  Any Loan Party (or any board, general partner, or managing member of the same, as applicable) institutes or consents to the institution of any proceeding in respect of such Person under any Debtor Relief Law, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its or his property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its or his property is instituted without the consent of such Person and continues undismissed or unstayed for 90 calendar days, or an order for relief is entered in any such proceeding; or

(g)Inability to Pay Debts; Attachment.  (i) Any Loan Party becomes unable or admits in writing its or his inability, or fails generally, to pay its or his debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 60 days after its issue or levy; or

(h)Judgments.  There is entered against any Loan Party (x) one or more final judgments or orders for the payment of money in an aggregate unsatisfied amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of the potential claim and does not dispute coverage) which remain unpaid for a period of sixty (60) days, or (y) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and, in all such cases, (a) enforcement proceedings are commenced by any creditor upon such judgment or order, or (b) there is a period of 10 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i)ERISA.  (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) any Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability

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under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

(j)Invalidity of Loan Documents.  Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests (or threatens to contest) in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it is bound by any Loan Document which purports to bind such Loan Party other than in connection with a defense of Payment in Full, or purports to (or threatens to) revoke, terminate or rescind any provision of any Loan Document; or

(k)Change of Control.  There occurs any Change of Control; or

(l)Collateral Documents.  Any Collateral Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority (subject to Permitted Encumbrances and Liens being contested by the applicable Borrower pursuant to the terms hereof) Lien on the Collateral purported to be covered thereby; or

(m)Governmental Approvals.  (i) Any Loan Party shall fail to obtain, renew, maintain or comply with any such governmental approvals as shall be necessary (a) for the execution, delivery or performance of obligations by any Loan Party of the Loan Documents, or the validity or enforceability thereof, or (b) for the grant or the perfection of the Liens created under any Collateral Document or for the validity or enforceability thereof; or (ii) any such governmental approvals shall be revoked, terminated, withdrawn, suspended, modified or withheld or shall cease to be effective; or (iii) any proceeding shall be commenced by or before any Governmental Authority for the purpose of revoking, terminating, withdrawing, suspending, modifying or withholding any such governmental approval and such proceeding is not dismissed within 30 days; or

(n)Material Contracts.  Any Loan Party has breached or shall be in default under any Material Contract or agreement executed in connection therewith, or any other Material Contract, in each case, which default is not cured within applicable cure period provided under such other contract or agreement, or the applicable Material Contract, unless such breach or default is waived by the Administrative Agent in its sole and absolute discretion; or

(o)Damage, Abandonment, Failure to Obtain Permits, Breach of Material Contract.

(i)Any substantial portion of the Collateral is damaged, seized or appropriated and not timely repaired, replaced or restored in accordance with the requirements of the Loan Documents (but subject to any grace periods provided in the Loan Documents); or

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(ii)Any material portion of any of the Projects shall be abandoned or construction or operation thereof shall be suspended for a period of more than sixty (60) consecutive days for any reason; or

(iii)Any Borrower shall fail to obtain any material Permit necessary or reasonably required for the construction, ownership, leasing, maintenance or operation of a Project or any Permit necessary or reasonably required for the construction, ownership, leasing, maintenance or operation of the affected portion of a Project shall be materially modified, revoked, canceled or not renewed by a Governmental Authority (or otherwise ceases to be in full force and effect), and such failure, modification, revocation, cancellation or non-renewal continues for a period of more than thirty (30) days; or

(iv)Any Loan Party shall default under or fail to perform any of its obligations under a Material Contract beyond notice and cure periods afforded to such Loan Party; provided, however, such event shall not be deemed an Event of Default if such Loan Party is contesting in good faith such default and provides evidence of such contest to the Administrative Agent within thirty (30) days after written notice of such default, which evidence shall be approved by Administrative Agent in its sole and absolute discretion.

8.02Remedies upon Event of Default.  If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a)Immediately cancel all then outstanding Commitments of the Lenders (which cancellation shall, in the event of an Event of Default under Section 8.01(f), be automatic, without further act of the Administrative Agent or any Lender);

(b)declare the unpaid principal amount of all outstanding Loan, all interest accrued and unpaid thereon, all Yield Maintenance Amounts (determined as of such date as if the Loan was being voluntarily prepaid or repaid as of such date) and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Borrowers and each other Loan Party;

(c)exercise on behalf of itself and the Lenders all rights and remedies available to it or the Lenders under the Loan Documents or pursuant to applicable Law; and

(d)set off and apply all amounts in the Accounts to the Obligations (and/or direct each bank that is a party to an Account Control Agreement) to transfer to the Administrative Agent or its designee all funds on deposit in or credited to each of the

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Accounts or being held for deposit to each of the Accounts, without further notice to or consent of any Borrower;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Loan Party under the Bankruptcy Code of the United States, or otherwise upon the occurrence of an Event of Default under Section 8.01(f), the unpaid principal amount of the Loan and all interest, all Yield Maintenance Amounts and other amounts as aforesaid and Obligations shall automatically become due and payable, without further act of the Administrative Agent or any Lender or any other Person.

EACH LOAN PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE YIELD MAINTENANCE AMOUNT IN CONNECTION WITH ANY SUCH ACCELERATION.  Each Loan Party expressly agrees (to the fullest extent that it may lawfully do so) that:  (A) the Yield Maintenance Amount is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) THE YIELD MAINTENANCE AMOUNT DOES NOT CONSTITUTE, AND SHALL NOT BE DEEMED OR CONSIDERED TO BE, UNMATURED INTEREST ON THE LOAN OR OTHER AMOUNT AND NO LOAN PARTY SHALL ARGUE UNDER ANY CIRCUMSTANCE THAT THE YIELD MAINTENANCE AMOUNT CONSTITUTES UNMATURED INTEREST ON ANY LOAN; (C) the Yield Maintenance Amount shall be payable notwithstanding the then prevailing market rates at the time payment is made; (D) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Yield Maintenance Amount; (E) each Loan Party shall be estopped hereafter from claiming differently than as agreed to in this paragraph; and (F) in view of the impracticability and extreme difficulty of ascertaining actual damages the parties mutually agree that the Yield Maintenance Amount is a reasonable calculation of Lenders’ lost profits as a result of any such acceleration and not a penalty.

8.03Appropriate Proceedings; Remedies Cumulative.  The Administrative Agent, on behalf of itself and the Secured Parties, may protect and enforce their respective rights under the Loan Documents by any appropriate proceedings, including proceedings for specific performance of any covenant or agreement contained in any Loan Document.  All rights, remedies and powers conferred upon the Administrative Agent or any of the other Secured Parties under the Loan Documents or by applicable Laws shall be cumulative and not exclusive of any other rights, remedies or powers available to such Person or any other Secured Party under the Loan Documents or pursuant to applicable Law. All notice and cure periods provided in this Agreement or in any other Loan Document shall run concurrently with any notice or cure periods provided by applicable Law.

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8.04Application of Funds.  Subject to applicable Laws, after the exercise of remedies provided for in Section 8.02 (or after the Loan has automatically become immediately due and payable pursuant to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest, and Yield Maintenance Amount on the Loan and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to each Lender;

Fourth, to payment of that portion of the Obligations constituting the unpaid principal balance on the Loan and other Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth payable to them; and

Last, the balance, if any, after Payment in Full, to Borrowers or as otherwise required by Laws.

Article IX
ADMINISTRATIVE AGENT

9.01Appointment and Authority.  

(a)Each of the Lenders hereby irrevocably appoints CLMG Corp. to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and no Borrower or any other Loan Party shall have rights as a third party beneficiary of any of such provisions, provided however, Borrowers and each Loan Party shall be entitled to rely on any document that is signed by the Administrative Agent as authorized by all necessary actions on the part of the Lenders and shall be conclusively presumed to be the act and deed of the Lenders.

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(b)The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto.  In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

9.02Rights as a Lender.  The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

9.03Exculpatory Provisions.  The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents.  Without limiting the generality of the foregoing, the Administrative Agent:

(a)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law;

(c)shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrowers or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity;

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(d)shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct;

(e)shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by Borrowers or a Lender; and

(f)shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

9.04Reliance by Administrative Agent.  The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan.  The Administrative Agent may consult with legal counsel (who may be counsel for Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05Delegation of Duties.  The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facility provided for herein as well as activities as Administrative Agent.

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9.06Resignation of Administrative Agent.  The Administrative Agent may at any time give notice of its resignation to the Lenders and Borrowers.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers (provided no Default then exists), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to  each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).  The fees payable by Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrowers and such successor.  After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.  Until Borrowers receive written notice that Administrative Agent has been replaced, Borrowers may (without inquiry) rely on all actions taken or consents given by CLMG Corp. as “Administrative Agent” hereunder.

9.07Non-Reliance on Administrative Agent and Other Lenders.  Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

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9.08Administrative Agent May File Proofs of Claim.  In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of the Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loan and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.09 and 10.04) allowed in such judicial proceeding; and

(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender or in any such proceeding.

9.09Collateral Matters.  Each of the Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Commitments and Payment in Full of all Obligations, (ii) that is Disposed of or to be Disposed as part of or in connection with any Disposition permitted hereunder or under any other Loan Document, or (iii)  if approved, authorized or ratified in writing in accordance with Section 10.01,

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.09.  In each case as specified in this Section 9.09, the Administrative Agent will, at Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the Lien granted under the Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.09.

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Article X
MISCELLANEOUS

10.01Amendments, Etc.  No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by Borrowers or any other Loan Party therefrom, shall be effective unless in writing signed by Required Lenders and Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a)waive any condition set forth in Section 4.01 (other than Section 4.01(d) or (e), which may be waived only with the written consent of each Person entitled to payment thereunder), without the written consent of each Lender;

(b)postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment;

(c)reduce the principal of, or the rate of interest specified herein on, the Loan, or (subject to clause (ii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of Borrowers to pay interest at the Default Rate;

(d)change Section 8.04 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

(e)change any provision of this Section 10.01, or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(f)except as contemplated by Section 9.09, release all or a material part of the Collateral (as determined by the Administrative Agent in its sole and absolute discretion) in any transaction or series of related transactions, without the written consent of each Lender; or

(g)release any Guarantor from any of its obligations under the Loan Documents, without the written consent of each Lender;

and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders as required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document and (ii) the Fee

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Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the respective parties thereto. Notwithstanding anything to the contrary herein, no Impacted Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder.

10.02Notices; Effectiveness; Electronic Communications.  

(a)Notices Generally.  All notices, requests, consents, demands and other communications required or permitted under any Loan Document shall be in writing, unless otherwise specifically provided in such Loan Document (provided that the Administrative Agent may give telephonic notices to the other Secured Parties), shall be deemed sufficiently given or furnished if delivered by personal delivery, by delivery service with proof of delivery or by registered or certified United States mail, postage prepaid, or by electronic mail, (a) if to Borrowers and the other Loan Parties, in accordance with the contact information of Borrowers specified below, (b) if to the Administrative Agent, in accordance with the contact information of the Administrative Agent specified below, and (c) if to a Lender, in accordance with the contact information for such Lender specified below or in the applicable Assignment and Assumption of such Lender (in each case as such contact information may be changed by similar notice in writing given by the particular Person whose information is to be changed).  Any such notice or communication shall be deemed to have been given upon receipt thereof by the Person to whom such notice or communication is addressed; provided, however, that if a notice or communication is received by such Person on any day that is not a Business Day for such Person or after 5:00 p.m. on any Business Day of such Person, such communication will be deemed to have been received on the next following Business Day.

If to Borrowers:

c/o CBL & Associates Management, Inc.

CBL Center – Suite 500

2030 Hamilton Place Boulevard

Chattanooga, TN  37421

Attention:  Farzana Khaleel

Telephone:  (423) 490-8310

Email:  Farzana.Khaleel@cblproperties.com

 

With a copy to:

c/o CBL & Associates Management, Inc.

CBL Center – Suite 500

2030 Hamilton Place Boulevard

Chattanooga, TN  37421

Attention:  Jeffery V. Curry

Telephone:  (423) 490-8642

Email:  Jeff.Curry@cblproperties.com

 

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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If to the Administrative Agent:

 

CLMG Corp., as Agent

7195 Dallas Parkway

Plano, Texas 75024

Attention:James Erwin

Telephone: (469) 467-5414

Email: jerwin@clmgcorp.com

 

 

If to the Initial Lender:

Beal Bank USA

c/o CLMG Corp.

7195 Dallas Parkway

Plano, Texas 75024

Attention:James Erwin

Telephone: (469) 467-5414

Email: jerwin@clmgcorp.com

 

With a copy to:

 

Beal Bank USA

c/o CSG Investments, Inc.

6000 Legacy Drive

Plano, Texas 75024

Attention:Damien Reynolds

Telephone: (469) 467-5618

Email:dreynolds@csginvestments.com

 

 

(b)Change of Address, Etc.  Borrowers and the Administrative Agent may change their information for notices and other communications hereunder by notice to the other parties hereto.  Each other Lender may change its information for notices and other communications hereunder by notice to Borrowers and the Administrative Agent.  In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.

(c)Reliance by Administrative Agent and Lenders.  The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of Borrowers even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice

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specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  Borrowers shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of Borrowers.  All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

10.03No Waiver; Cumulative Remedies; Enforcement.  No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.10), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 2.10, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

10.04Expenses; Indemnity; Damage Waiver.

(a)Costs and Expenses.  Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent (including the reasonable fees, charges and disbursements of Dorsey & Whitney LLP, counsel to the Administrative Agent and the Initial Lender, and of special local counsel to the Lenders and the Administrative Agent), in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all out-of-pocket expenses incurred by the

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Administrative Agent or any Lender (including the fees, charges and disbursements of any counsel (other than internal counsel) for the Administrative Agent or any Lender), in connection (a) with the protection of its rights following a Default under this Agreement and the other Loan Documents, including its rights under this Section, or (b) the enforcement of its rights in connection with Loan made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loan.

(b)Indemnification by Borrowers.  Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Related Party of any of the foregoing Persons and each of their respective successors and assigns (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitees), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrowers or any other Loan Party, or any other Person, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or the administration of this Agreement and the other Loan Documents, (ii) the Loan or the use or proposed use of the proceeds therefrom, and/or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrowers or any other Loan Party or any of Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c)Third Party Administrative Agent.  Each Indemnitee is an express third party beneficiary under this Agreement, each entitled to enforce the provisions of this Agreement.

(d)Reimbursement by Lenders.  To the extent that Borrowers for any reason fails to pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent).  The obligations of the Lenders under this subsection (d) are subject to the provisions of Section 2.09(d)).

(e)Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable law, Borrowers shall not (and shall cause each Loan Party not to) assert, and hereby waive (on behalf of itself and each Loan Party), any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loan or the use of the proceeds thereof.  No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.  

(f)Payments.  All amounts due under this Section shall be payable not later than ten (10) Business Days after written demand therefor.

(g)Survival.  The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.

10.05Payments Set Aside.  To the extent that any payment by or on behalf of Borrowers is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its Applicable Percentage (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders under clause (b) of the preceding sentence shall survive the Payment in Full of the Obligations and the termination of this Agreement.

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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10.06Successors and Assigns.

(a)Successors and Assigns Generally.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower nor any other Loan Party may assign, delegate or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f) (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders.  Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loan at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)Minimum Amounts.

(A)in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under the Loan at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loan outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the portion of the Loan of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000, in the case of any assignment in respect of the Loan, unless the Administrative Agent otherwise consents.

(ii)Proportionate Amounts.  Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s

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rights and obligations under this Agreement with respect to the Loan or the Commitment assigned.

(iii)Required Consents.  No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A)the consent of Borrowers (such consent not to be unreasonably withheld or delayed and which consent shall be deemed to have been given if not given within five (5) Business Days after such request for consent is sent to Borrowers) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment, (2) such assignment is to Lender or an Affiliate of a Lender or any Approved Fund or (3) the assignment is required by a regulatory authority, self-regulatory authority or other Governmental Authority; and

(B)the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the Loan, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) the Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund.

(iv)Assignment and Assumption.  The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment.  The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v)No Assignment to Borrowers.  No such assignment shall be made to Borrowers or any of Borrowers’ Affiliates.

(vi)No Assignment to Natural Persons.  No such assignment shall be made to a natural person.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Article III and Sections 10.04 and 10.09, with respect to facts and circumstances occurring prior to the effective date of such assignment.  Upon request, Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender and, if the assignment is not of the assignor Lender’s entire interest in the Loan, a replacement Note to the assignor Lender.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d).

(c)Register.  The Administrative Agent shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loan owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, and the Loan Parties, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Loan Parties and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)Participations.  Any Lender may at any time, without the consent of, or notice to, Borrowers or the Administrative Agent, sell participations to any Person (other than a natural person or any Loan Party or any Affiliate or Subsidiary of any Loan Party) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loan owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Loan Parties, the Administrative Agent and the Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant.  Subject to subsection (e) of this Section, Borrowers agree that each Participant shall be entitled to the benefits of Article III to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b), provided, that (x) any such payment shall subject the Lender granting such participation to replacement pursuant to Section 10.13 and (y) any such payment shall not exceed the amount Borrowers would have been required to pay hereunder to the Lender had it not granted such participation.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant

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agrees to be subject to Section 2.10 as though it were a Lender.  Each Lender that sells a participation shall maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(e)Limitations upon Participant Rights.  A Participant shall not be entitled to receive any greater payment under Article III than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Borrowers’ prior written consent.  A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of Borrowers, to comply with Section 3.01(e) as though it were a Lender.

(f)Certain Pledges.  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or Federal Home Loan Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

10.07Treatment of Certain Information; Confidentiality.  Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or

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derivative transaction relating to any Borrower and its obligations, (g) with the consent of any Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a non-confidential basis from a source other than Borrowers and not then known to be under any duty of confidentiality to a Loan Party or its Affiliate.

For purposes of this Section, “Information” means all material, non-public or proprietary information received from any Loan Party or any Subsidiary thereof relating to any Loan Party or any Subsidiary thereof or their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by any Loan Party or any Subsidiary thereof, provided that, in the case of information received from a Loan Party or any such Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

10.08Right of Setoff.  If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any and all of the obligations of any Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of any Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness.  The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have.  Each Lender agrees to notify Borrowers and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.09Interest Rate Limitation.  Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loan or, if it exceeds such unpaid principal, refunded to Borrowers.  In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments

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and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder, in each case, provided, that the Loan Parties are not thereby required to make any greater payments hereunder than would be required prior to such action.

10.10Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

10.11Survival of Representations and Warranties.  All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of the initial Loan, and shall continue in full force and effect as long as the Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

10.12Severability.  If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.13Borrowers’ Representative.  Each of the Borrowers hereby appoints Borrowers’ Representative to act as its exclusive agent for all purposes under the Loan Documents (including without limitation, all matters related to any borrowing of or any repayment of the Loan).  Each of the Borrowers acknowledges and agrees that (a) Borrowers’ Representative may execute such documents on behalf of any Borrower as Borrowers’ Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by all terms of any such document executed by Borrowers’ Representative on its behalf, (b) any notice or other communication delivered by the Administrative Agent or any Lender hereunder to Borrowers’ Representative shall be deemed to have been delivered to each of the Borrowers, as applicable and (c) the

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Administrative Agent and each Lender shall be permitted to rely on any document or agreement executed by Borrowers’ Representative on behalf of the Borrowers (or any of them).

10.14Governing Law; Jurisdiction; Etc.

(a)GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)SUBMISSION TO JURISDICTION.  BORROWERS AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMIT, FOR ITSELF AND ITS PROJECT, TO THE NONEXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5‑1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST  BORROWERS OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION, INCLUDING WITHOUT LIMITATION THE RIGHT TO PURSUE ANY ACTION OR PROCEEDING UNDER ANY DEED OF TRUST IN THE STATE AND COUNTY WHERE THE APPLICABLE PROJECT IS LOCATED.

(c)WAIVER OF VENUE.  BORROWERS, EACH OTHER LOAN PARTY, THE ADMINISTRATIVE AGENT AND EACH LENDER, IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN SUBSECTION (b) OF THIS SECTION.  EACH OF THE

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PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)SERVICE OF PROCESS.  BORROWERS AND EACH OTHER LOAN PARTY HEREBY DESIGNATE AND APPOINT CSC, AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AUTHORIZED AGENT AT 80 STATE STREET, ALBANY, NY 12207, AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWERS IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH ENTITY IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK.  BORROWERS (I) SHALL GIVE PROMPT NOTICE TO ADMINISTRATIVE AGENT OF ANY CHANGED ADDRESS OF ITS OR ANY OTHER LOAN PARTY’S AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE ON BEHALF OF ITSELF OR OTHER LOAN PARTY A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK  (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE ON BEHALF OF ITSELF OR OTHER LOAN PARTY IF THE AUTHORIZED AGENT OF SUCH LOAN PARTY CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

10.15WAIVER OF JURY TRIAL.  EACH BORROWER AND EACH OTHER LOAN PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH BORROWER AND EACH OTHER LOAN PARTY (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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10.16No Advisory or Fiduciary Responsibility.  In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), Borrowers acknowledge and agree, and acknowledges their Affiliates’ understanding, that: (i) (a) the arranging and other services regarding this Agreement provided by the Administrative Agent are arm’s-length commercial transactions between Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent, on the other hand, (b)  Borrowers have consulted their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (c)  Borrowers are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (a) the Administrative Agent is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Borrowers or any of their respective Affiliates, or any other Person and (b) the Administrative Agent has no obligation to Borrowers or any of their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Borrowers and their Affiliates, and the Administrative Agent has no obligation to disclose any of such interests to Borrowers or any their Affiliates.  To the fullest extent permitted by law, Borrowers hereby waive and release any claims that they may have against the Administrative Agent with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

10.17Electronic Execution of Assignments and Certain Other Documents.  The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

10.18U.S. PATRIOT Act.  Each Lender that is subject to U.S. Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “U.S. Patriot Act”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the U.S. Patriot Act.  Borrowers shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act.

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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10.19LIMITATION OF LIABILITY.  EACH LOAN PARTY HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL:

(i)WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL DAMAGES,

(ii)CERTIFIES THAT NO PARTY HERETO AND NO REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE WAIVERS SET FORTH IN THIS SECTION 10.19 OR THE WAIVERS SET FORTH IN SECTION 10.14 AND SECTION 10.15,

(iii)ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN SECTIONS 10.14 AND 10.15 AND THIS SECTION 10.19,

(iv)AGREES THAT IN NO EVENT WILL ANY SECURED PARTY BE SUBJECT TO ANY EQUITABLE REMEDY OR RELIEF, INCLUDING SPECIFIC PERFORMANCE, ARISING FROM OR RELATING TO ANY DEFAULT BY SUCH SECURED PARTY IN THE PERFORMANCE OF ANY OF ITS OBLIGATIONS HEREUNDER, AND

(v)WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY DIRECT, ACTUAL DAMAGES SUFFERED OR INCURRED BY THE LOAN PARTY AS A RESULT OF A DEFAULT, BREACH OR FAILURE TO PERFORM BY ANY SECURED PARTY UNDER THE LOAN DOCUMENTS THAT EXCEED $1,000,000.00 IN THE AGGREGATE AT ANY TIME.

(b)AS USED IN THIS SECTION 10.19, “SPECIAL DAMAGES” INCLUDES ALL PUNITIVE, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR OTHER DAMAGES (OTHER THAN DIRECT, ACTUAL DAMAGES) (REGARDLESS OF HOW NAMED), BUT DOES NOT INCLUDE ANY DIRECT, ACTUAL DAMAGES RESULTING FROM A BREACH OF THIS AGREEMENT.

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10.20Use of Name and Information.  With the consent of Borrowers (which consent shall not be unreasonably withheld, delayed or conditioned), Secured Parties shall be permitted to use information related to the syndication and arrangement of this Loan in connection with marketing, press releases or other transactional announcements or updates provided to investor or trade publications, including, but not limited to, the placement of “tombstone” advertisements in publications of its choice at its own expense.

10.21ENTIRE AGREEMENT.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

10.22Broker.  Except for Exclusive Placement Agent, Borrowers hereby represent and warrant that no Borrowers have dealt with any financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement.  Borrowers shall indemnify, defend and hold Administrative Agent and any Lender harmless for, from and against any and all losses, damages, costs, expenses, liabilities (including, without limitation, strict liability), claims, obligations, settlement payments, penalties, fines, assessments, citations, litigation, demands, defenses, judgments, suits, proceedings or other expenses of any kind whatsoever (including attorneys’ fees and expenses and court costs) in any way relating to or arising from a claim by any Person that such Person acted on behalf of any Borrower, Administrative Agent or any Lender in connection with the transactions contemplated herein, regardless of whether caused in whole or in part by the negligence or strict liability of Administrative Agent or any Lender.  The provisions of this Section shall survive the expiration and termination of this Agreement and the payment of the Loan.  

10.23Joint and Several Liability of Borrowers.

(a)All Obligations of Borrowers under this Agreement and the other Loan Documents shall be joint and several Obligations of Borrowers, each as principal.  Anything contained in this Agreement and the other Loan Documents to the contrary notwithstanding, the Obligations of each Borrower hereunder, solely to the extent that such Borrower did not receive proceeds of the Loan from any borrowing hereunder, shall be limited to a maximum aggregate amount equal to the largest amount that would not render its Obligations subject to avoidance as a fraudulent transfer or conveyance under §548 of the Bankruptcy Code of the United States, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law, or any other Debtor Relief Laws, to the extent applicable to the Obligations of such Borrower (collectively, the ‘‘Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Borrower, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation or contribution of such Borrower pursuant to (i) applicable law or

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(ii) any agreement providing for an equitable allocation among such Borrower and other affiliates of any Loan Party of Obligations arising under guarantees by such parties.

(b)Subject to the provisions of clause (c) of this Section 10.23, without limitation to any and all of the obligations and liabilities of the Borrowers to the Administrative Agent and the Lenders, each Borrower hereby agrees that to the extent that a Borrower shall have paid more than its proportionate share of any payment made hereunder, such Borrower shall be entitled to seek and receive contribution from and against any other Borrower hereunder which has not paid its proportionate share of such payment. Nonetheless, each Borrower shall remain liable to the Administrative Agent and the Lenders, on a joint and several basis, for the full amount of the Obligations.  

(c)Until Payment in Full of the Obligations, each Borrower shall withhold exercise of any right of subrogation, contribution or any other right to enforce any remedy which it now has or may hereafter have against the other Borrowers or any other guarantor of the Obligations. Each Borrower further agrees that, to the extent the waiver of its rights of subrogation, contribution and remedies as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any such rights such Borrower may have against the other Borrowers, any collateral or security or any such other Loan Party, shall be junior and subordinate to any rights the Administrative Agent or the Lenders may have against the other Borrowers, any such collateral or security, and any such other Loan Party.

(d)Each Borrower hereby waives, for the benefit of the Secured Parties: (1) any right to require any Secured Parties, as a condition of payment or performance by such Borrower, to (i) proceed against any other Borrower or any other Person, (ii) proceed against or exhaust any security held from any other Borrower or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of any other Borrower or any other Person, or (iv) pursue any other remedy in the power of any Secured Party whatsoever; (2) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any other Borrower, including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any other Borrower from any cause other than Payment in Full of the Obligations; (3) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (4) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations, except behavior which amounts to willful misconduct; (5) (i) any principles or provisions of Laws, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Borrower’s Obligations hereunder, (ii) the benefit of any statute of limitations affecting such Borrower’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments, recharacterization and counterclaims, and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure

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any security interest or Lien or any Property subject thereto; (6) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to such Borrower and any right to consent to any thereof; (7) any defense based upon any rescission, waiver, compromise, acceleration, amendment or modification of any of the terms or provisions of any of the Loan Documents and (8) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

(e)The Obligations of Borrowers hereunder shall not, to the extent permitted by applicable Laws, be affected by (i) the failure of the Administrative Agent or a Lender to assert any claim or demand or to enforce any right or remedy against any other Loan Party under the provisions of this agreement or any other Loan Document or otherwise; (ii) any extension or renewal of any provision hereof or thereof; (iii) any rescission, waiver, compromise, acceleration, amendment or modification of any of the terms or provisions of any of the Loan Documents; (iv) the release, exchange, waiver or foreclosure of any security held by the Administrative Agent for the Obligations or any of them; (v) the failure of the Administrative Agent or a Lender to exercise any right or remedy against any other Loan Party; or (vi) the release or substitution of any Collateral or any other Loan Party.

(f)To the extent permitted by applicable Laws, each Borrower hereby waives any defense that it might have based on a failure to remain informed of the financial condition of the other Borrowers and of any other Loan Party and any circumstances affecting the ability of Borrowers to perform under this Agreement.

(g)Each Borrower further agrees that its Obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent, any Lender or any Secured Party upon the bankruptcy or reorganization of any or all of the other Borrowers or otherwise.

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Credit Agreement dated JUNE 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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

ADMINISTRATIVE AGENT:

CLMG CORP., a Texas corporation

 

By:

/s/ James Erwin

Name:

James Erwin

Title:

President

 

 

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Credit Agreement dated June 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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INITIAL LENDER:

 

BEAL BANK USA, a Nevada thrift

 

By:

/s/ Damien Reynolds

Name:

Damien Reynolds

Title:

Authorized Signatory

 

 

 

 

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Credit Agreement dated June 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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BORROWERS:

 

ACW-NORTH CAROLINA, LLC, a North Carolina limited liability company,

BROOKFIELD SQUARE PARCEL, LLC, a Wisconsin limited liability company,

CBL BROOKFIELD SQUARE OP PROPCO, LLC, a Wisconsin limited liability company,

CBL CROSS CREEK SEARS OP PROPCO, LLC, a North Carolina limited liability company,

CBL DAKOTA SQUARE MALL OP PROPCO III, LLC, a North Dakota limited liability company,

CBL DAKOTA SQUARE MALL OP PROPCO, LLC, a North Dakota limited liability company,

CBL FAYETTE MALL OP PROPCO, LLC, a Kentucky limited liability company,

CBL FRONTIER SQUARE PROPCO, LLC, a Wyoming limited liability company,

CBL HAMILTON PLACE SEARS OP PROPCO, LLC, a Tennessee limited liability company,

CBL HANES MALL OP PROPCO, LLC, a North Carolina limited liability company,

CBL HARFORD MALL ANNEX PROPCO, LLC, a Pennsylvania limited liability company,

CBL JEFFERSON MALL SELF DEV PROPCO, LLC, a Kentucky limited liability company,

CBL KIRKWOOD MALL OP PROPCO, LLC, a North Dakota limited liability company,

CBL LANDING AT ARBOR PLACE OP PROPCO, LLC, a Georgia limited liability company,

CBL LAUREL PARK MALL OP PROPCO, LLC, a Michigan limited liability company,

CBL LAYTON HILLS OP PROPCO, LLC, a Utah limited liability company,

CBL MAYFAIRE TOWN CENTER OP PROPCO, LLC, a North Carolina limited liability company,

CBL MERIDIAN MALL OP PROPCO, LLC, a Michigan limited liability company,

CBL MID RIVERS MALL OP PROPCO, LLC, a Missouri limited liability company,

CBL NORTHPARK MALL OP PROPCO III, LLC, a Missouri limited liability company,

CBL NORTHPARK MALL OP PROPCO, LLC, a Missouri limited liability company,

CBL PARKDALE MALL CORNER OP PROPCO, LLC, a Texas limited liability company,

CBL PARKDALE MALL CORNER TRACT 4 PROPCO, LLC, a Texas limited liability company,

CBL PEARLAND TOWN CENTER OP PROPCO II, LLC, a Texas limited liability company,

CBL POST OAK MALL OP PROPCO, LLC, a Texas limited liability company,

CBL SHOPS AT EASTGATE PROPCO, LLC, an Ohio limited liability company,

Credit Agreement dated June 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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CBL SOUTH COUNTY CENTER OP PROPCO II, LLC, a Missouri limited liability company,

CBL SOUTH COUNTY CENTER OP PROPCO, LLC, a Missouri limited liability company,

CBL SOUTHAVEN TOWNE CENTER OP PROPCO, LLC, a Mississippi limited liability company,

CBL SUNRISE COMMONS PROPCO, LLC, a Texas limited liability company,

CBL VALLEY VIEW MALL OP PROPCO, LLC, a Virginia limited liability company,

CBL WEST TOWNE CROSSING OP PROPCO, LLC, a Wisconsin limited liability company,

CBL WESTGATE CROSSING PROPCO, LLC, a South Carolina limited liability company,

CBL YORK GALLERIA OP PROPCO, LLC, a Pennsylvania limited liability company,

CHH-TENNESSEE, LLC, a Tennessee limited liability company,

CSPC-TENNESSEE, LLC, a Tennessee limited liability company,

EAST TOWNE PARCEL I, LLC, a Wisconsin limited liability company,

ETM-WISCONSIN, LLC, a Wisconsin limited liability company,

FAYETTE PLAZA CMBS, LLC, a Delaware limited liability company,

GC-TENNESSEE, LLC, a Tennessee limited liability company,

HM-NORTH CAROLINA, LLC, a North Carolina limited liability company,

MADISON OP OUTPARCEL GROUND, LLC, a Wisconsin limited liability company,

MDN-TEXAS, LLC, a Texas limited liability company,

MNVL-PENNSYLVANIA, LLC a Pennsylvania limited liability company,

NGM-TENNESSEE, LLC, a Tennessee limited liability company,

PM ANCHOR-TEXAS, LLC, a Texas limited liability company,

SHOPPES AT ST. CLAIR CMBS, LLC, a Delaware limited liability company,

SOUTHPARK MALL-DSG, LLC, a Virginia limited liability company,

STCS-ILLINOIS, LLC, an Illinois limited liability company,

VOLUSIA SAC, LLC, a Florida limited liability company,

VOLUSIA-OP PERIPHERAL, LLC, a Florida limited liability company,

WEST TOWNE DISTRICT, LLC, a Wisconsin limited liability company

 

Credit Agreement dated June 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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By:

CBL Outparcel HoldCo, LLC,

 

 

its sole member

 

 

 

 

 

By:

CBL & Associates HoldCo II, LLC,

 

 

 

its sole member

 

 

 

 

 

 

By:

CBL & Associates Limited Partnership,

 

 

 

 

its sole member

 

 

 

 

 

 

 

 

By:

CBL Holdings I Inc.,

 

 

 

its sole general partner

 

 

 

 

 

 

By:

/s/ Farzana Khaleel

 

 

 

 

Name:

Farzana Khaleel

 

 

 

 

Title:

Executive Vice President- Chief Financial Officer

 

 

 

 

 

 

 

 

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Credit Agreement dated June 7, 2022 by and among Borrowers, CBL Outparcel HoldCo, LLC and CBL & Associates Limited Partnership, as Guarantors, CLMG Corp., as Administrative Agent, and Beal Bank USA, as Initial Lender, and the other lenders party hereto (CBL)

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Acknowledged and agreed to solely with respect to Sections 7.18, 10.04(E), 10.08, 10.14, 10.15, 10.17, 10.18, 10.19 and 10.21:

 

SOLE MEMBER:

 

 

 

 

CBL Outparcel HoldCo, LLC

 

 

 

 

By:

CBL & Associates HoldCo II, LLC,

 

 

 

its sole member

 

 

 

 

 

 

By:

CBL & Associates Limited Partnership,

 

 

 

 

its sole member

 

 

 

 

 

 

 

 

By:

CBL Holdings I, Inc.,

 

 

 

 

its sole general partner

 

 

 

 

 

 

 

 

 

 

By:

/s/ Farzana Khaleel

 

 

 

 

Name:

Farzana Khaleel