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Full title: Notice of Filing (I) Fifth Amended Plan Supplement for Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and its Affiliated Debtors and (II) Allocation of Shares of New Common Stock. (Related document(s):[1163] Amended Chapter 11 Plan, [1315] Notice, [1322] Notice, [1324] Notice, [1380] Notice, [1492] Notice) Filed by CBL & Associates Properties, Inc. (Perez, Alfredo)

Document posted on Oct 26, 2021 in the bankruptcy, 177 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

“Net Available Cash” from an Asset Sale, a Joint Venture Disposition or a Release TriggerEvent, as applicable, means cash payments actually received by the Company or any Subsidiary of theCompany therefrom (including (in the case of an Asset Sale or a Joint Venture Disposition) any cashpayments received by way of deferred payment of principal pursuant to a note or instalment receivableor otherwise and proceeds from the sale or other disposition of any securities received as consideration,but only as and when received, and including (in the case of any Event of Loss) any insurance proceeds,proceeds of any Condemnation, damages awarded by any judgment or other amounts received on or inrespect of the Collateral subject to the Event of Loss, and including (in the case of a Release TriggerEvent) all cash proceeds of any Indebtedness Incurred as part of or in connection with such ReleaseTrigger Event but excluding any other consideration received in the form of assumption by the acquiring21 4841-4412-0300 Person of Indebtedness or other obligations relating to such properties or assets or received in any othernon-cash form), in each case net of: (1) all legal, title, recording, engineering, environmental, accounting, investmentbanking, brokerage and relocation expenses, commissions and other fees and expensesIncurred, and all Federal, state, provincial, foreign and local taxes required to be paid oraccrued as a liability under GAAP, as a consequence of such Asset Sale or Release TriggerEvent, as applicable; (2) all payments made on any Indebtedness (other than Secured Obligations,Subordinated Obligations or Junior Lien Debt) which is secured by any assets subject to suchAsset Sale or Release Trigger Event, as applicable, in accordance with the terms of any Lienupon or other security agreement of any kind with respect to such assets, or which must by itsterms, or in order to obtain a necessary consent to such Asset Sale or Release Trigger Event, asapplicable, or by applicable law, be repaid out of the proceeds from such Asset Sale or ReleaseTrigger Event, as applicable; (3) all distributions and other payments required to be made to interest holders(other than the Company or any Subsidiary) in Joint Ventures as a result of such Asset Sale orRelease Trigger Event, as applicable; (4) the deduction of appropriate amounts as a reserve, in accordance with GAAP,against any liabilities associated with the property or other assets disposed in such Asset Saleand retained by the Company or any Subsidiary after such Asset Sale;(5) any portion of the purchase price from an Asset Sale placed in escrow, whetheras a reserve for adjustment of the purchase price, for satisfaction of indemnities in respect ofsuch Asset Sale or otherwise in connection with that Asset Saleprovided,however, that uponthe termination of that escrow, Net Available Cash shall be increased by any portion of funds inthe escrow that are released to the Company or any Subsidiary;(6) wit

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 11 § CBL & ASSOCIATES § PROPERTIES, INC., et al., § Case No. 20-35226 (DRJ) § (Jointly Administered) Debtors. 1 § Re: Dkt Nos. 1163, 1315, 1322, § 1324, 1380, 1492 NOTICE OF FILING (I) FIFTH AMENDED PLAN SUPPLEMENT FOR THIRD AMENDED JOINT CHAPTER 11 PLAN OF CBL & ASSOCIATES PROPERTIES, INC. AND ITS AFFILIATED DEBTORS AND (II) ALLOCATION OF SHARES OF NEW COMMON STOCK PLEASE TAKE NOTICE THAT: 1. On July 19, 2021, CBL & Associates Properties, Inc. and its debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”), filed the Notice of Filing of Plan Supplement for Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and Its Affiliated Debtors (Docket No. 1315), on July 21, 2021, the Debtors filed the Notice of Filing of Amended Plan Supplement for Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and Its Affiliated Debtors (Docket No. 1322), on July 23, 2021, the Debtors filed the Notice of Filing Second Amended Plan Supplement for Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and Its Affiliated Debtors (Docket No. 1324), on August 10, 2021, the Debtors filed the Notice of Filing Third Amended Plan Supplement for Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and Its Affiliated Debtors (Docket No. 1380), and on 1 A complete list of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at https://dm.epiq11.com/CBLProperties. The Debtors’ service address for the purposes of these chapter 11 cases is 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421.

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October 15, 2021, the Debtors filed the Notice of Filing of Fourth Amended Plan Supplement for Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and Its Affiliated Debtors (Docket No. 1492) (collectively, and as may be amended or modified, the “Plan Supplement”) in connection with, and in accordance with, the (a) Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and Its Affiliated Debtors (with Technical Modifications), dated August 9, 2021 (Docket No. 1369) (as may be amended, modified, or supplemented, the “Plan”)2, (b) Amended Order (I) Approving Disclosure Statement and Form and Manner of Notice of Disclosure Statement Hearing, (II) Establishing Solicitation and Voting Procedures, (III) Scheduling Confirmation Hearing, (IV) Establishing Notice and Objection Procedures for Confirmation of the Proposed Plan, (V) Approving Notice Procedures for the Assumption and Assignment of Executory Contracts and Unexpired Leases, and (VI) Granting Related Relief (Docket No. 1168), and (c) Disclosure Statement for Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and Its Affiliated Debtors, dated May 25, 2021 (Docket No. 1164). 2. The Plan Supplement is hereby amended as follows:
Table 1 on page 2. Back to List of Tables
Exhibit Plan Supplement Document Amendment
Exhibit A Certificate of Incorporation for
Reorganized Company
Amended to incorporate the changes reflected in
the changed-page-only redline attached hereto as
Exhibit A.
Exhibit M New Notes Indenture Amended to incorporate the changes reflected in
the changed-page-only redline attached hereto as
Exhibit M.
2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

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3. The documents contained in the Plan Supplement, including this amendment, are integral to, and are considered part of, the Plan, which was confirmed and approved by the Bankruptcy Court on August 11, 2021 pursuant to the Proposed Findings of Fact, Conclusions of Law, and Order (I) Confirming Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and Its Affiliated Debtors and (II) Granting Related Relief (Docket No. 1397) (the “Confirmation Order”). 4. As of the date hereof, the Debtors are still engaged in negotiations with the Required Consenting Creditors and other parties in interest with respect to the terms of the documents contained in the Plan Supplement, which are subject in all respects to the consent rights set forth in the Plan and Restructuring Support Agreement. Consequently, the documents contained in the Plan Supplement are not final and reflect the latest drafts subject to ongoing negotiation. All parties’ applicable rights are reserved with respect to the form of documents filed herewith. Subject to the terms and conditions of the Plan, the Restructuring Support Agreement, and the Confirmation Order, the Debtors reserve all rights to amend, revise, or supplement the Plan Supplement at any time before the Effective Date, or any such other date as may be permitted by the Plan or by order of the Bankruptcy Court. 5. In accordance with the Plan, the Debtors will issue 20,000,000 shares of New Common Stock and New LP Units in the aggregate to holders of Claims and Interests. Additionally, in accordance with the Plan, the Debtors will authorize an additional 3,222,222 shares of New Common Stock (the “MIP Shares”), which MIP Shares represent 10% of the New Common Stock divided by the REIT LP Ownership Percentage on a fully diluted basis, for issuance to certain employees, officers, directors and consultants of the Reorganized Debtors in pursuant to the Management Incentive Plan. For the avoidance of doubt, the authorization of

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3,222,222 MIP Shares is solely an authorization of the maximum amount of MIP Shares and the amount of MIP Shares issued pursuant to awards under the Management Incentive Plan will be determined by the New Board. 6. Copies of all documents filed in these chapter 11 cases, including copies of the exhibits contained in the Plan Supplement are available free of charge by visiting dm.epiq11.com/case/cblproperties/info. You may also obtain copies of the pleadings by visiting the Bankruptcy Court’s website at https://ecf.txsb.uscourts.gov in accordance with the procedures and fees set forth therein. Dated: October 27, 2021 Houston, Texas /s/ Alfredo R. Pérez WEIL, GOTSHAL & MANGES LLP Alfredo R. Pérez (15776275) 700 Louisiana Street, Suite 1700 Houston, Texas 77002 Telephone: (713) 546-5000 Facsimile: (713) 224-9511 – and – WEIL, GOTSHAL & MANGES LLP Ray C. Schrock, P.C. (admitted pro hac vice) Garrett A. Fail (admitted pro hac vice) Moshe A. Fink (admitted pro hac vice) 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Attorneys for Debtors and Debtors in Possession

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Certificate of Service I hereby certify that on October 27, 2021, a true and correct copy of the foregoing document was served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas. /s/ Alfredo R. Pérez Alfredo R. Pérez

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Exhibit A Certificate of Incorporation for Reorganized Company Redline (Changed Pages Only)

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SUBJECT TO REVISION SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CBL & ASSOCIATES PROPERTIES, INC. CBL & Associates Properties, Inc., a corporation organized and existing under the lawsof the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The Certificate of Incorporation of the Corporation was originally filed with the Secretaryof State of the State of Delaware on July 13, 1993, as amended and restated on November2, 1993, as amended on May 8, 1996, January 31, 2001, June 24, 2003, May 10, 2005,October 8, 2009, May 3, 2011 and May 6, 2016 and as supplemented on June 29, 1998,May 4, 1999, June 11, 2002, June 26, 2002, August 13, 2003, October 7, 2003, December10, 2004, February 25, 2010, October 14, 2010 and October 1, 2012 (the “OriginalCertificate of Incorporation”). 2. On November 1, 2020, the Corporation and certain of its affiliates (collectively with theCorporation, the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11of the United States Code (the “Bankruptcy Code”) with the United States BankruptcyCourt for the Southern District of Texas, Houston Division (the “Bankruptcy Court”). 3. This Second Amended and Restated Certificate of Incorporation (this “Certificate”) wasduly adopted, without the need for approval of the board of directors or the stockholdersof the Corporation, in accordance with Sections 242, 245 and 303 of the GeneralCorporation Law of the State of Delaware, as amended (the “DGCL”), in accordancewith the Third Amended Joint Chapter 11 Plan of the Debtors (the “Plan ofReorganization”) confirmed by order, dated [•]August 11, 2021, of the BankruptcyCourt, jointly administered under the caption “In re: CBL & ASSOCIATESPROPERTIES, INC., et al.”, Case No. 20-35226 (DRJ). 4. This Certificate shall become effective when filed with the Secretary of State of the Stateof Delaware. 5. This Certificate amends and restates the Original Certificate of Incorporation of theCorporation to read in full as follows:

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ARTICLE I NAME Section 1.1 The name of the Corporation is CBL & Associates Properties, Inc. ARTICLE II PURPOSE Section 2.1 The purpose of the Corporation is to engage in any lawful act or activity forwhich corporations may be organized under the DGCL. ARTICLE III REGISTERED AGENT Section 3.1 The street address of the registered office of the Corporation in the State ofDelaware is Corporation Service Company, 251 Little Falls Drive, City of Wilmington 19808,County of New Castle, and the name of the Corporation’s registered agent at such address isCorporation Service Company. ARTICLE IV CAPITALIZATION Section 4.1 Authorized Capital Stock. The total number of shares of capital stock that theCorporation is authorized to issue is [__]215,000,000 shares, divided into two classes consisting of[__]200,000,000 shares of common stock, par value $[0.001 ] per share (“Common Stock”), and[__]15,000,000shares of preferred stock, par value $[0.001 ] per share (“Preferred Stock”). Section 4.2 Preferred Stock. (a) Preferred Stock Designations. Preferred Stock may be issued in one or moreseries from time to time. The board of directors of the Corporation (the “Board”) is expresslyauthorized, by resolution adopted and filed in accordance with applicable law, to provide, out ofunissued shares of Preferred Stock that have not been designated as to series, for series ofPreferred Stock and, with respect to each such series, to fix the number of shares in each seriesand to fix the voting powers, full or limited, or no voting powers, and such designations,preferences and relative, participating, optional or other special rights thereof, and thequalifications, limitations or restrictions thereon, and the variations in voting powers, if any, andpreferences and rights as between series, as shall be stated in the resolution or resolutionsproviding for the issuance of such series adopted by the Board and included in a certificate ofdesignations (a “Preferred Stock Designation”) filed pursuant to the DGCL. Subject to the termsof such series of Preferred Stock set forth in this Certificate or in the applicable Preferred StockDesignation, all shares of any series of Preferred Stock purchased, exchanged, converted orotherwise acquired by the Corporation, in any manner whatsoever, shall be retired promptly afterthe acquisition thereof. All such shares upon their retirement become authorized but unissuedshares of Preferred Stock, without designation as to series, and may be reissued as part of any

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Director’s employer or any Affiliate of such employer and any Person that, directly or indirectly,is controlled by such Non-Employee Director (other than the Corporation and any entity that iscontrolled by the Corporation) and (z) in respect of the Corporation, any Person that, directly orindirectly, is controlled by the Corporation. (f) For purposes of this Certificate, “Related Fund” means, with respect to anyPerson, any fund, account or investment vehicle that is controlled, advised, sub-advised,managed or co-managed by such Person or by any Affiliate of such Person. (g) To the fullest extent permitted by law, any Person purchasing or otherwiseacquiring any interest in any shares of capital stock of the Corporation shall be deemed to havenotice of and to have consented to the provisions of this Section 5.2. ARTICLE VI BOARD OF DIRECTORS Section 6.1 Board Powers. The business and affairs of the Corporation shall be managedby, or under the direction of, the Board. Section 6.2 Election and Term. (a) The total number of directors constituting the Board shall be determined fromtime to time exclusively by resolution adopted by a majority of the Whole Board. The Boardshall initially be comprised of seveneight (78) directors, the composition of which shall bedetermined pursuant to the Plan of Reorganization (including any supplements thereto). Forpurposes of this Certificate, “Whole Board” shall mean the total number of directors theCorporation would have if there were no vacancies. (b) Subject to Section 6.5, each director shall hold office until the next annualmeeting of stockholders and until his or her successor shall have been duly elected and qualified,subject, however, to such director’s earlier death, resignation, retirement, disqualification,removal or incapacity. (c) Unless and except to the extent that the Bylaws of the Corporation (the “Bylaws”)shall so require, the election of directors need not be by written ballot. Section 6.3 Directorships and Vacancies. Subject to Section 6.5, directorships resultingfrom an increase in the number of directors and any vacancies on the Board resulting from death,resignation, retirement, disqualification, removal, incapacity or other cause may be filled solely by amajority vote of the directors then in office, even if less than a quorum, or by a sole remainingdirector (and not by stockholders), and any director so chosen shall hold office for the remainder ofthe full term and until his or her successor has been elected and qualified, subject, however, to suchdirector’s earlier death, resignation, retirement, disqualification, removal or incapacity. Section 6.4 Removal. Subject to Section 6.5, any or all of the directors may be removedfrom office at any time, but only by the affirmative vote of holders of at least a majority of the

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Exhibit M New Notes Indenture Redline (Changed Pages Only)

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SUBJECT TO FURTHER REVISION CBL & ASSOCIATES HOLDCO II, LLC as Company, CBL & ASSOCIATES PROPERTIES, INC., as REIT, THE GUARANTORS PARTY HERETO, as Guarantors, AND WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee and Collateral Agent INDENTURE1 DATED AS OF [NOVEMBER 1], 2021 10% SENIOR SECURED NOTES DUE 2029 1 This indenture remains subject to negotiation, revision, and approval of the Company and the Required ConsentingNoteholders (as defined in the Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and ItsAffiliated Debtors (with Technical Modifications), dated August 9, 2021 (Docket No. 1369). 4841-4412-0300

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TABLE OF CONTENTS Page ARTICLE 1 Definitions and Incorporation by Reference 1 SECTION 1.01 Definitions 1 SECTION 1.02 Other Definitions 36 SECTION 1.03 Incorporation by Reference of Trust Indenture Act 37SECTION 1.04 Rules of Construction 37 ARTICLE 2 The Securities 39 SECTION 2.01 Form and Dating 39 SECTION 2.02 Execution and Authentication 39 SECTION 2.03 Registrar and Paying Agent 40 SECTION 2.04 Paying Agent to Hold Money in Trust 41 SECTION 2.05 Securityholder Lists 41 SECTION 2.06 Transfer and Exchange 42 SECTION 2.07 Replacement Securities 42 SECTION 2.08 Outstanding Securities 43 SECTION 2.09 Temporary Securities 43 SECTION 2.10 Cancellation 43 SECTION 2.11 Defaulted Interest 44 SECTION 2.12 CUSIP Numbers, ISINs, etc. 44 SECTION 2.13 Calculation of Specified Percentage of Securities 44SECTION 2.14 Withholding 44 ARTICLE 3 Redemption 45 SECTION 3.01 Notices to Trustee 45 SECTION 3.02 Selection of Securities To Be Redeemed 45 SECTION 3.03 Notice of Redemption 45 SECTION 3.04 Effect of Notice of Redemption 47 SECTION 3.05 Deposit of Redemption Price 47 SECTION 3.06 Securities Redeemed in Part 47 SECTION 3.07 Mandatory Redemption and Repurchases 47 SECTION 3.08 Optional Redemption 48 ARTICLE 4 Covenants 49 SECTION 4.01 Payment of Securities 49 -i- 4841-4412-0300

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INDENTURE, dated as of [November 1], 2021, between CBL & ASSOCIATES HOLDCOII, LLC, a Delaware limited liability company (together with its successors and assigns under thisIndenture, the “Company”), having its principal office at 2030 Hamilton Place Blvd., Suite 500,Chattanooga, Tennessee 37421-6000, the GUARANTORS party hereto from time to time, CBL &ASSOCIATES PROPERTIES, INC., a Delaware corporation (together with its successors andassigns under this Indenture, the “REIT”), having its principal executive office located at 2030 HamiltonPlace Blvd., Suite 500, Chattanooga, Tennessee 37421-6000, and WILMINGTON SAVINGSFUND SOCIETY, FSB (together with its successors and assigns under this Indenture, the “Trustee”),as Trustee, and WILMINGTON SAVINGS FUND SOCIETY, FSB (together with its successors andassigns under this Indenture, the “Collateral Agent”), as Collateral Agent. RECITALS WHEREAS, pursuant to the terms and conditions of the Third Amended Joint Chapter 11 Plan,dated May 26, 2021, as the same may be amended, modified or restated from time to time (the “Planof Reorganization”) relating to the reorganization under Chapter 11 of Title 11 of the United StatesCode of the REIT and certain of its direct and indirect Subsidiaries, which Plan of Reorganization wasconfirmed by order, dated August 11, 2021, of the Bankruptcy Court (the “Bankruptcy Order”), theholders of Consenting Crossholder Claims (as defined in the Plan of Reorganization) and UnsecuredClaims (as defined in the Plan of Reorganization) are to be issued the Securities (as hereinafter defined)in an aggregate principal amount of $455,000,000; WHEREAS, the REIT has duly authorized the execution and delivery of this Indenture toprovide its limited guarantee in respect of the Securities issued hereunder; andWHEREAS, (a) all acts and things necessary to make (i) the Securities, when executed by theCompany and authenticated and delivered by the Trustee or a duly authorized authenticating agent, as inthis Indenture provided, the valid, binding and legal obligations of the Company; (ii) the Guarantees ofthe Guarantors hereunder the valid, binding and legal obligations of the Guarantors; (iii) the LimitedGuarantee of the REIT hereunder the valid, binding and legal obligation of the REIT; and (iv) thisIndenture a valid agreement of the Company, the Guarantors and the REIT, according to its terms, havebeen done and performed, and (b) the execution of this Indenture and the issuance hereunder of theSecurities have in all respects been duly authorized. NOW, THEREFORE, in order to declare the terms and conditions upon which the Securitiesare, and are to be, authenticated, issued and delivered, and in consideration of the premises set forthherein, the Company, the Guarantors and the REIT covenant and agree with the Trustee and CollateralAgent for the equal and proportionate benefit of the respective Holders from time to time of theSecurities (except as otherwise provided below), as follows: ARTICLE 1 Definitions and Incorporation by Reference SECTION 1.01 Definitions. “Acceleration Premium” means, with respect to any Securities on any applicable accelerationdate, the present value at such acceleration date of all required and unpaid interest payments due onsuch Security through the Stated Maturity of the Securities (excluding accrued but unpaid interest to the1 4841-4412-0300

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(4) any Subsidiary that directly owns solely a Property (or Properties) set forth inCategory 3 set forth on Annex I hereto; (5) any Subsidiary that directly owns solely a Property (or Properties) set forth inCategory 8 set forth on Annex I hereto; (6) any Subsidiary that directly owns solely a Property (or Properties) set forth inCategory 1 on Annex I hereto but only if and so long as such Property (or all of suchProperties) so owned is subject to Permitted Liens granted to secure Non-Recourse MortgageIndebtedness incurred pursuant to Section 4.02(b)(4); provided, with respect to the release ofthe Note Guarantee of a Subsidiary Guarantor that owns solely such Property (or Properties) inCategory 1 set forth on Annex I hereto, the Release Condition shall be satisfied; and(7) (i) any Subsidiary existing as of the Issue Date that is listed as an InactiveSubsidiary on Exhibit E hereto (an “Inactive Subsidiary”) so long as (a) such Subsidiary is, andcontinues to be, a shell entity that (x) has assets of less than $100,000, (y) has liabilities of lessthan $100,000 and (z) is not engaged in any business and (b) such Subsidiary does not own anydirect or indirect equity interest in a Subsidiary Guarantor or any other Person that ownsProperty Collateral and (ii) The Pavilion Collecting Agent, LLC and the Hammock LandingCollecting Agent, LLC (each a “Specified Subsidiary”) so long as the Specified Subsidiarycontinues to be used solely as a conduit for the collection of certain taxes and fees which arethen substantially remitted to third parties; provided that if at any time such Subsidiaryreferenced in clause (i) fails to meet any of the conditions in clauses (a) and (b) of clause (i) orthe Specified Subsidiary no longer acts in the capacity referred to in clause (ii) and fails to meetany of the conditions in clauses (a) and (b) of clause (i), then within 30 days of such time theCompany shall cause such Subsidiary to become a Subsidiary Guarantor as if such Subsidiaryhad become a new Subsidiary of the Company in accordance with Section 4.07 of thisIndenture. “Excluded (Non-Pledged) Subsidiary/Joint Venture Capital Stock” means: (1) [reserved];the Capital Stock in any Subsidiary that owns solely the CapitalStock of a Subsidiary that directly or indirectly owns solely a Property (or Properties) set forthin Category 4 on Annex I hereto but only if and so long as such Property is subject to PermittedLiens granted to secure Indebtedness outstanding on the Issue Date incurred pursuant toSection 4.02(b)(2) or Refinancing Indebtedness in respect thereof incurred pursuant toSection 4.02(b)(9); (2) the Capital Stock in any Excluded Non-Guarantor Subsidiary: (A) referred to in clauses (1) and (2) of the definition of Excluded Non-Guarantor Subsidiary; (B) referred to in clause (4) of the definition of Excluded Non-GuarantorSubsidiary but only if and so long as (x) the Property owned by such Subsidiary issubject to Permitted Liens granted to secure Non-Recourse Mortgage Indebtednessincurred pursuant to Section 4.02(b)(3) or Recourse Indebtedness incurred pursuant toSection 4.02(b)(14), (y) the pledge of such Capital Stock to secure the Secured14 4841-4412-0300

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Obligations is not permitted by the agreements governing the related Indebtedness orRefinancing Indebtedness referred to therein, and (z) the Release Condition has beensatisfied; or (C) referred to in clause (5) of the definition of Excluded Non-GuarantorSubsidiary but only if such Capital Stock is released pursuant to Section 12.05(8)(iii);(D) referred to in clause (6) of the definition of Excluded Non-GuarantorSubsidiary but only if and so long as (x) the Property owned by such Subsidiary issubject to Permitted Liens granted to secure Non-Recourse Mortgage Indebtednessincurred pursuant toSection 4.02(b)(4) or Recourse Indebtedness incurred pursuant toSection 4.02(b)(14), (y) the pledge of such Capital Stock to secure the SecuredObligations is not permitted by the agreements governing the related Indebtedness orRefinancing Indebtedness referred to therein, and (z) the Release Condition has beensatisfied; and (A) referred to in clause (7) of the definition of Excluded Non-GuarantorSubsidiary; (3) the Capital Stock in any Joint Venture that owns solely a Property (orProperties) set forth in Category 4 on Annex I hereto; and (4) the Capital Stock in any Joint Venture that owns solely a Property (orProperties) set forth in Category 7 on Annex I hereto. “Excluded Other Property” means any personal property to the extent (any only so long as)constituting “Excluded Property” (as defined in the Security Documents). “Excluded Property” means any Excluded Initial Property, Excluded After-Acquired Property,Excluded Other Property, Excluded Released Property or Excluded (Non-Pledged) Subsidiary/JointVenture Capital Stock. “Excluded Released Property”means: (1) the Capital Stock in any Excluded Non-Guarantor Subsidiary referred to ineither (a) clauses (2)(B) or (D) of the definition of Excluded (Non-Pledged) Subsidiary/JointVenture Capital Stock or (b) clause (2)(C) of such definition;(2) any asset (x) constituting a Property that either (A) was Collateral Property onthe Issue Date and is set forth in Category 1 on Annex I hereto or (B) became CollateralProperty after the Issue Date upon the acquisition thereof pursuant to Section 4.14 and (y)Liens on which securing the Secured Obligations were released at the time Liens were grantedto secure Non-Recourse Mortgage Indebtedness incurred pursuant to Section 4.02(b)(4) andin compliance with Section 4.04 and Section 12.05; (3) any Property set forth in Category 3 or Category 4 on Annex I hereto at thetime Permitted Liens were granted to secure Non-Recourse Mortgage Indebtedness incurredpursuant to Section 4.02(b)(3) or (9) and in compliance with Section 4.04; or15 4841-4412-0300

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(6) all obligations of the type referred to in clauses(1) through(5) of other Personsand all dividends of other Persons for the payment of which, in either case, such Person isresponsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including bymeans of any Guarantee; and (7) all obligations of the type referred to in clauses(1) through(6) of other Personssecured by any Lien on any property or asset of such Person (whether or not such obligation isassumed by such Person), the amount of such obligation being deemed to be the lesser of theFair Market Value of such property or assets and the amount of the obligation so secured. Notwithstanding the foregoing, in connection with the purchase by the Company or anySubsidiary of any business, the term “Indebtedness” shall exclude post-closing payment adjustments towhich the seller may become entitled to the extent such payment is determined by a final closing balancesheet or such payment depends on the performance of such business after the closing; provided,however, that, at the time of closing, the amount of any such payment is not determinable and, to theextent such payment thereafter becomes fixed and determined, the amount is paid within 60 daysthereafter. The amount of Indebtedness of any Person at any date shall be the outstanding balance at suchdate of all obligations as described above; provided, however, that in the case of Indebtedness sold at adiscount, the amount of such Indebtedness at any time shall be the accreted value thereof at such time. “Indenture” means this Indenture, as amended or supplemented from time to time (including asamended and supplemented by any Guaranty Supplemental Indenture). “Initial Joint Ventures” means each of the Joint Ventures existing as of the Issue Date that arelisted on Exhibit D hereto; provided that upon any Initial Joint Venture becoming a Wholly OwnedSubsidiary of the Company, such Person ceases to be a Joint Venture and shall automatically become aSubsidiary. “Interest Payment Date” means the maturity date of an installment of interest on the Securities. “Issue Date” means [November 1], 2021, the first date on which the Securities are issued,authenticated and delivered under this Indenture. “Issue Date Redemption” means the redemption of $60.0 million aggregate principal amount ofSecurities on [November 8], 2021 pursuant to Section 3.07(c). “Issue Date Redemption Notice” means the notice of redemption, if any, delivered on theIssue Date pursuant to Section 3.03 with respect to the Issue Date Redemption. “Issue Date Opinions” means the Opinions of Counsel delivered to the Trustee and theCollateral Agent as specified in Section 12.02(b)(1). “Joint Venture” means any Person that is an Initial Joint Venture or a Future Joint Venture;provided that (i) upon a Joint Venture becoming a Wholly Owned Subsidiary of the Company, suchPerson ceases to be a Joint Venture and automatically becomes a Subsidiary and (ii) upon theCompany or a Subsidiary of the Company ceasing to hold any ownership interest (whether by way ofCapital Stock or otherwise) in such Joint Venture in a transaction that complies with the terms of this19 4841-4412-0300

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Indenture, such Person ceases to be a Joint Venture. Unless otherwise indicated in this Indenture, allreferences to a Joint Venture shall mean a Joint Venture of the Company or any Subsidiary of theCompany. “Joint Venture Disposition” means any sale, lease, transfer or other disposition (or series ofrelated sales, leases, transfers or dispositions) directly or indirectly by a Joint Venture, including (x) anydisposition by means of a merger, consolidation or similar transaction, (y) any Event of Loss, Casualty,Condemnation or seizure or settlement in lieu thereof, or other loss, destruction, damage, condemnation,confiscation, requisition, seizure, forfeiture or taking of title or use and (z) a disposition in connectionwith a Sale and Leaseback Transaction of any Property. “Junior Lien” means a Lien, junior to the Liens on the Collateral securing the SecuredObligations as provided in the Collateral Agency and Intercreditor Agreement, granted by the Companyor any Guarantor in favor of holders of Junior Lien Debt (or any Junior Lien Representative inconnection therewith), at any time, upon any property of the Company or any Guarantor to secureJunior Lien Obligations; provided such Lien is permitted to be incurred under this Indenture. “Junior Lien Debt” means the aggregate Indebtedness outstanding under each Junior LienDocument that is permitted to be incurred pursuant to this Indenture, the Security Documents and theJunior Lien Intercreditor Agreement. “Junior Lien Documents” means, collectively, all indentures, credit agreements, loandocuments, notes, guarantees, instruments, documents and agreements governing or evidencing, orexecuted or delivered in connection with, each Junior Lien facility, or pursuant to which Junior LienDebt is incurred and the documents pursuant to which Junior Lien Obligations are granted. “Junior Lien Intercreditor Agreement” means an intercreditor agreement, substantially in theform of Exhibit [B] to the Collateral Agency and Intercreditor Agreement, executed among theCollateral Agent, each Junior Lien Representative and the Company and the other parties from time totime party thereto as it may be amended, restated, supplemented or otherwise modified from time totime in accordance with this Indenture. “Junior Lien Obligations” means Junior Lien Debt and all other Obligations in respect thereof. “Junior Lien Representative” means in the case of any issuance or series of Junior Lien Debt,the trustee, agent or representative of the holders of such Junior Lien Debt who maintains the transferregister for such Junior Lien Debt and is appointed as a representative of such Junior Lien Debt (forpurposes related to the administration of the security documents) pursuant to the Junior Lien Documentsgoverning such Junior Lien Debt, together with its successors in such capacity. “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are notrequired to be open in the State of New York. “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind(including any conditional sale or other title retention agreement or lease in the nature thereof). “Limited Guarantee” means the limited guarantee of the REIT with respect to the Securitiespursuant to Article 13 of this Indenture. 20 4841-4412-0300

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“Maturity Date” means [November 15,] 2029, the fixed date on which the principal of theSecurities is due and payable. “Modified Cash NOI” means, for any given period, the sum of the following (withoutduplication): (1) rents and other revenues recognized in the ordinary course from real property (includingproceeds of rent loss or business interruption insurance and lease buyout, but excluding (i) pre-paidrents and revenues and security deposits except to the extent applied in satisfaction of tenants’obligations for rent including write-off of debt, and (ii) any amounts related to the amortization of aboveand below market rents, straight line rents, and write-off of landlord inducements; minus(2) all operating expenses determined in accordance with GAAP (excluding interest anddepreciation expense) related to the ownership, operation or maintenance of such real property,including but not limited to property taxes, assessments and the like, insurance, utilities, payroll costs,maintenance, repair and landscaping expenses, marketing expenses, and general and administrativeexpenses (including an appropriate allocation for legal, accounting, advertising, marketing and otherexpenses incurred in connection with such real property, but specifically excluding general overheadexpenses of the Operating Partnership and its Subsidiaries and any actual or imputed propertymanagement fees). “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agencybusiness. “Mortgages” means all mortgages, deeds of trust and similar documents, instruments andagreements (and all amendments, modifications and supplements thereof) creating, evidencing,perfecting or otherwise establishing the Liens on Collateral Property and other related assets to securepayment of the Secured Obligations or any part thereof. “Negative Pledge” means, with respect to a given asset, any provision of a document,instrument or agreement which prohibits or purports to prohibit the creation or assumption of any Lienon such asset as security for Indebtedness of the Person owning such asset or any other Person;provided, however, that an agreement that conditions a Person’s ability to encumber its assets upon themaintenance of one or more specified ratios that limit such Person’s ability to encumber its assets butthat do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shallnot constitute a Negative Pledge. “Net Available Cash” from an Asset Sale, a Joint Venture Disposition or a Release TriggerEvent, as applicable, means cash payments actually received by the Company or any Subsidiary of theCompany therefrom (including (in the case of an Asset Sale or a Joint Venture Disposition) any cashpayments received by way of deferred payment of principal pursuant to a note or instalment receivableor otherwise and proceeds from the sale or other disposition of any securities received as consideration,but only as and when received, and including (in the case of any Event of Loss) any insurance proceeds,proceeds of any Condemnation, damages awarded by any judgment or other amounts received on or inrespect of the Collateral subject to the Event of Loss, and including (in the case of a Release TriggerEvent) all cash proceeds of any Indebtedness Incurred as part of or in connection with such ReleaseTrigger Event but excluding any other consideration received in the form of assumption by the acquiring21 4841-4412-0300

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Person of Indebtedness or other obligations relating to such properties or assets or received in any othernon-cash form), in each case net of: (1) all legal, title, recording, engineering, environmental, accounting, investmentbanking, brokerage and relocation expenses, commissions and other fees and expensesIncurred, and all Federal, state, provincial, foreign and local taxes required to be paid oraccrued as a liability under GAAP, as a consequence of such Asset Sale or Release TriggerEvent, as applicable; (2) all payments made on any Indebtedness (other than Secured Obligations,Subordinated Obligations or Junior Lien Debt) which is secured by any assets subject to suchAsset Sale or Release Trigger Event, as applicable, in accordance with the terms of any Lienupon or other security agreement of any kind with respect to such assets, or which must by itsterms, or in order to obtain a necessary consent to such Asset Sale or Release Trigger Event, asapplicable, or by applicable law, be repaid out of the proceeds from such Asset Sale or ReleaseTrigger Event, as applicable; (3) all distributions and other payments required to be made to interest holders(other than the Company or any Subsidiary) in Joint Ventures as a result of such Asset Sale orRelease Trigger Event, as applicable; (4) the deduction of appropriate amounts as a reserve, in accordance with GAAP,against any liabilities associated with the property or other assets disposed in such Asset Saleand retained by the Company or any Subsidiary after such Asset Sale;(5) any portion of the purchase price from an Asset Sale placed in escrow, whetheras a reserve for adjustment of the purchase price, for satisfaction of indemnities in respect ofsuch Asset Sale or otherwise in connection with that Asset Saleprovided,however, that uponthe termination of that escrow, Net Available Cash shall be increased by any portion of funds inthe escrow that are released to the Company or any Subsidiary;(6) with respect to an Asset Sale of any Property, any continuing or unsatisfiedobligations of the Company or any Subsidiary to tenants of such Property; and(7) any payments made after the Issue Date on any Indebtedness (other thanSecured Obligations, Subordinated Obligations or Junior Lien Debt) resulting in the payment infull or retirement of such Indebtedness prior to such Asset Sale or Release Trigger Event. “New Bank Claim Borrower” means CBL & Associates Holdco I, LLC and its successorsand assigns. “New Bank Term Loan Facility” means the Amended and Restated Credit Agreement, datedas of [November 1], 2021 by and among the New Bank Claim Borrower, as borrower, each of thefinancial institutions signatory thereto, together with their successors and assignees, and Wells FargoBank, National Association, as administrative agent, as amended, restated, amended and restated,modified, renewed, refunded, restructured, supplemented, replaced or refinanced from time to time inwhole or in part from time to time. 22 4841-4412-0300

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“Property” means a parcel (or group of related parcels) of real property (whether developed orvacant) that is owned or leased under a ground lease by the Company, any Subsidiary or any JointVenture. “Property Collateral” means (i) any Collateral Property and (ii) any Collateral constitutingCapital Stock in a Subsidiary Guarantor that directly or indirectly owns Collateral Property. “Purchase Money Obligations” means any Indebtedness Incurred to finance or refinance theacquisition, leasing, construction or improvement of property (real or personal) or assets (includingCapital Stock), and whether acquired through the direct acquisition of such property or assets or theacquisition of Capital Stock of any Person owning such property or assets, or otherwise. “Real Property Collateral Requirements” means, the requirement that the Collateral Agentshall have received, for each Property included in Category 1 on Annex I hereto and each After-Acquired Property that constitutes Property deemed to be in Category 1 on Annex I hereto (each a“Mortgaged Property” and collectively, the “Mortgaged Properties”), in form and substancesatisfactory to Collateral Agent, and at the sole cost and expense of the Company: (A) evidence that aMortgage substantially in the form attached as Exhibit C has been duly executed, acknowledged anddelivered by the record owner or holder of such Mortgaged Property and is in form suitable forrecording in all recording offices necessary or desirable to create a valid and subsisting perfected firstpriority Lien (subject only to Permitted Collateral Liens) on such Mortgaged Property in favor of theCollateral Agent as security for the Secured Obligations, and that such Mortgage has been dulyreceived for recording in the appropriate recording office; (B) an extended coverage mortgagee titleinsurance policy, insuring the Lien of each such Mortgage as a valid Lien on the Mortgaged Propertydescribed therein, free of any other Liens except Permitted Collateral Liens, together with suchcustomary endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably request,in an amount at least equal to the Fair Market Value of such Mortgaged Property, together with allaffidavits, indemnities, certificates, and other instruments or financing statements required in connectionwith the issuance of such policy, together with any endorsements thereto reasonably required by theCollateral Agent; (C) a current American Land Title Association/National Society for ProfessionalSurveyors survey; (D) a Phase I Environmental Site Assessment; (E) evidence that the Company hasrequested any estoppels, subordination, non-disturbance and attornment agreements from third partiesrelating to such Mortgage or Mortgaged Property reasonably deemed necessary or advisable by theCollateral Agent (but limited to parties to reciprocal easement agreements, or tenants that lease morethan 20,000 square feet of such Mortgaged Property) if such third parties are willing to deliver the samewithout material costs or burdensome conditions being imposed upon the Company in connection withthe same; (F) a customary zoning report; (G) such existing appraisals, property condition reports, andother documents as the Collateral Agent may reasonably request; (H) if such information is not includedon the survey, a flood insurance determination certificate, and if any improvements located on suchMortgaged Property are located in an area determined by the Federal Emergency Management Agencyto have special flood hazards, evidence of flood insurance covering such Mortgaged Property inappropriate amount (or as may be required under applicable Law, including Regulation H of the Boardof Governors); (I) such lien searches, tax certificates, and other documents as the Collateral Agent mayreasonably request with respect to each such Mortgaged Property but only to the extent not alreadyconducted or included as part of clauses (A) – (H); and (J) evidence of payment of any and allmortgage taxes, filing or recording fees and other similar charges and the costs and expenses of each ofthe foregoing requirements. 27 4841-4412-0300

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(2) all other Obligations of such Person (including interest accruing on or after thefiling of any petition in bankruptcy or for reorganization relating to such Person whether or notpost-filing interest is allowed in such proceeding) in respect of Indebtedness described in clause(1) above unless, in the case of clauses (1) and(2), in the instrument creating or evidencing thesame or pursuant to which the same is outstanding, it is provided that such Indebtedness orother obligations are subordinate in right of payment to the Securities or the Note Guarantee ofsuch Person, as the case may be; provided, however, that Senior Indebtedness shall not include: (A) any obligation of such Person to the Company or any Subsidiary;(B) any liability for Federal, state, local or other taxes owed or owing bysuch Person; (C) any accounts payable or other liability to trade creditors arising in theordinary course of business; (D) any Indebtedness or other Obligation of such Person which issubordinate or junior in right of payment to any other Indebtedness or other Obligationof such Person; or (E) that portion of any Indebtedness which at the time of Incurrence isIncurred in violation of this Indenture. “Significant Subsidiary” means any Subsidiary that would be a “Significant Subsidiary” of theCompany within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC. “Specified Holders” means (1) the Permitted Holders, (2) any controlling stockholder,controlling member, general partner, majority owned Subsidiary, or spouse or immediate family member(in the case of an individual) of any Specified Holder, (3) any estate, trust, corporation, partnership orother entity, the beneficiaries, stockholders, partners, owners or Persons holding a controlling interest ofwhich consist solely of one or more Persons referred to in the immediately preceding clauses (1) and(2), (4) any executor, administrator, trustee, manager, director or other similar fiduciary of any Personreferred to in the immediately preceding clause (3) acting solely in such capacity, (5) any investmentfund or other entity controlled by, or under common control with, a Specified Holder or the principalsthat control a Specified Holder, or (6) upon the liquidation of any entity of the type described in theimmediately preceding clause (5), the former partners or beneficial owners thereof. “Standard & Poor’s” means S&P Global Ratings, a division of The McGraw-Hill Companies,Inc., and any successor to its rating agency business. “Stated Maturity” means (i) with respect to the Securities,[November 15,], 2029, or (ii) withrespect to any other security, the date specified in such security as the fixed date on which the finalpayment of principal of such security is due and payable, including pursuant to any mandatoryredemption provision (but excluding any provision providing for the repurchase of such security at theoption of the holder thereof upon the happening of any contingency unless such contingency hasoccurred). “Subordinated Obligation” means, with respect to a Person, any Indebtedness of such Person(whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior in right of32 4841-4412-0300

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determination, of the Securities then outstanding, in each case, as determined in accordance withSection 2.08 and Section 11.06 of this Indenture. Any such calculation made pursuant to thisSection 2.13 shall be made by the Company and delivered to the Trustee in an Officer’s Certificate. The Trustee may rely conclusively on the calculations and information provided to them by theCompany in such certificates, and will have no responsibility to make calculations under this Indenture. SECTION 2.14 Withholding. Notwithstanding anything to the contrary herein, at theMaturity Date, upon earlier repurchase of the Securities or at any time a payment is made with respectto the Securities, and as otherwise required by law, the Company, the Trustee, the Paying Agent or theExchange Agent (as applicable) may deduct and withhold from any amounts otherwise payable to theHolder the amounts required to be deducted and withheld under applicable law, and such deducted orwithheld amounts shall be deemed paid to such Holder for all purposes of this Indenture. ARTICLE 3 Redemption SECTION 3.01 Notices to Trustee. If the Company elects to redeem Securitiespursuant to Section 3.08 or is required to redeem Securities pursuant to the mandatory redemptionprovision of Section 4.04 hereof, the Company shall notify the Trustee in writing of the redemption date,the principal amount of Securities to be redeemed and the Section of this Indenture pursuant to whichthe redemption will occur. The Company shall give the notice to the Trustee provided for in this Section at least 15 daysbefore the redemption date unless the Trustee consents to a shorter period. Such notice shall beaccompanied by an Officer’s Certificate from the Company to the effect that such redemption willcomply with the conditions herein. Any such notice to the Trustee may be cancelled by the Company bywritten request to the Trustee at any time prior to the mailing of notice of redemption to the Holders andshall thereby be void and of no effect. SECTION 3.02 Selection of Securities To Be Redeemed. If fewer than all the Securitiesare to be redeemed pursuant to the notice sent pursuant to Section 3.03, the Trustee shall select theSecurities to be redeemed pro rata to the extent practicable or otherwise in accordance with theApplicable Procedures of the Depository. The Trustee shall make the selection from outstandingSecurities not previously called for redemption. Securities and portions of them the Trustee selects shallbe in principal amounts of $1.00 or whole multiples of $1.00. Provisions of this Indenture that apply toSecurities called for redemption also apply to portions of Securities called for redemption. The Trusteeshall notify the Company promptly of the Securities or portions of Securities to be redeemed. SECTION 3.03 Notice of Redemption. The Company shall send a notice ofredemption to each Holder whose Securities are to be redeemed (x) on the Issue Date in the form ofthe Issue Date Redemption Notice in connection with the Issue Date Redemption of Securities pursuantto Section 3.07(c) hereof or (y) at least (i) 10 days but not more than 60 days before a date forredemption of Securities pursuant to Section 3.08 hereof or (ii) 30 days but not more than 60 daysbefore a date for redemption of Securities pursuant toSection 4.04 hereof. Such notice shall be sent tosuch Holder’s registered address (with a copy to the Trustee), except that redemption notices may bemailed or otherwise delivered more than 60 days prior to the redemption date if the notice is issued in43 4841-4412-0300

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record date to receive interest due on the relevant Interest Payment Date), if redeemed during any of theperiods set forth below: Period Redemption Price [November 1], 2021 to [May 14], 2023 100.0% [May 15], 2023 to [May 14], 2024 105.0% [May 15], 2024 to [May 14], 2025 102.5% [May 15], 2025 and thereafter 100.0% (c) On [November 8, 2021], the Company shall mandatorily redeem $60.0 millionaggregate principal amount of the Securities in the Issue Date Redemption at a redemption price equalto (i) 100% of the principal amount of the Securities redeemed,plus(ii)accrued and unpaidinterest tobut excluding the redemption dateof[November 8], 2021. In addition, (x) no later than the Issue Date,the Company shall cause cash in the amount of $60.0 million (the "Issue Date Redemption Cash”),such amount being equal to the sum of (i) $50.0 million in proceeds of the issuance of the New MoneyConvertible Notes referred to in the Plan of Reorganization and (ii) $10.0 million in proceeds from thesale approved by the Bankruptcy Court on September 10, 2021 of the Pearland Town Center --Residences, in each case, to be deposited directly by the Company in a deposit account subject to avalid and perfected Lien in favor of the Collateral Agent free of any other Lien (other than the Lien ofthe Secured Debt Documents or any other Permitted Collateral Lien), and (y) the Issue DateRedemption Cash will constitute Collateral pending application to the redemption of Securities in theIssue Date Redemption on [November 8], 2021. SECTION 3.08 Optional Redemption. (a) Except as set forth in Section 3.08(b) and Section 3.08(c) below, the Companyshall not be entitled to redeem or otherwise prepay the Securities at its option. (b) At any time prior to [May 15], 2023, the Company shall be entitled at its optiontoredeem all or a portion of the Securities upon not less than 10 nor more than 60 days’ notice, at aredemption price equal to (i) 100% of the principal amount of the Securities redeemed, plus (ii) accruedand unpaid interest to but excluding the redemption date (subject to the right of Holders of record onthe relevant record date to receive interest due on the relevant Interest Payment Date). (c) On and after [May 15], 2023, the Company shall be entitled at its option to redeem allor a portion of the Securities upon not less than 10 nor more than 60 days’ notice, at the redemptionprices set forth below (expressed in percentages of principal amount on the redemption date), plusaccrued and unpaid interest to but excluding the redemption date (subject to the right of Holders ofrecord on the relevant record date to receive interest due on the relevant Interest Payment Date), ifredeemed during any of the periods set forth below: Period Redemption Price [May 15], 2023 to [May 14], 2024 105.0% [May 15], 2024 to [May 14], 2025 102.5% 46 4841-4412-0300

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[May 15], 2025 and thereafter 100.0% (d) Any optional redemption pursuant to this Section 3.08 shall be made in compliance withthe provisions of Section 3.01 through Section 3.06 hereof. ARTICLE 4 Covenants SECTION 4.01 Payment of Securities. The Company shall pay the principal of, andpremium, if any, and interest on the Securities on the dates and in the manner provided in the Securitiesand in this Indenture. Principal of, and premium, if any, and interest on any Securities shall beconsidered paid on the date due if on such date the Trustee or the Paying Agent (if other than theCompany, the REIT or a Subsidiary thereof) holds in accordance with this Indenture money inimmediately available funds sufficient to pay all principal of, and premium, if any, and interest on theSecurities. The Company shall pay interest on overdue principal at the rate specified therefor in theSecurities, and it shall pay interest (including post-petition interest in any proceeding under anyBankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) atthe same rate to the extent lawful. SECTION 4.02 Limitation on Indebtedness. (a) The Company shall not, and shall notpermit any of its Subsidiaries to, Incur, directly or indirectly, any Indebtedness. (b) NotwithstandingSection 4.02(a), the Company and its Subsidiaries shall be entitled toIncur or cause or permit the Incurrence of any or all of the following Indebtedness: (1) (a)(i) the Securities issued on the Issue Date and (ii) the Other Secured Notesissued under the Other Secured Notes Indenture on the Issue Date and (b) Guarantees ofIndebtedness Incurred under the Securities and the Other Secured Notes Indenture;providedthat the principal amounts of Indebtedness permitted to be Incurred under this clause (1) shallbe reduced by the principal amount of any Securities and Other Secured Notes that arerepurchased or redeemed or exchanged for Capital Stock of the REIT pursuant to the terms ofthis Indenture and the Other Secured Notes Indenture; (2) Indebtedness outstanding on the Issue Date that has been Incurred by aSubsidiary that owns (directly or indirectly) any Property set forth in Category 4 on Annex Ihereto; (3) Non-Recourse Mortgage Indebtedness (including any Refinancing IndebtednessIncurred in respect thereto) that is (x) Incurred by a Subsidiary that directly owns solely anyProperty set forth in Category 3 on Annex I hereto and (y) secured by assets of suchSubsidiary, solely to the extent of a Permitted Lien on such Excluded Property and on theCapital Stock of such Subsidiary, if required pursuant to the terms of such Indebtedness,incurred pursuant to clause (2) of the definition of Permitted Liens; provided that any CollateralRelease Excess Proceeds shall be applied in accordance with Section 4.04;47 4841-4412-0300

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The Company will comply with the requirements of Rule 14e-1 under the Exchange Act andany other securities laws and regulations thereunder to the extent those laws and regulations areapplicable in connection with each repurchase of Securities pursuant to an Asset Sale Excess ProceedsOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisionsof this Section 4.03, the Company will comply with the applicable securities laws and regulations andwill not be deemed to have breached its obligations under such provisions by virtue of such compliance. In the event that, pursuant to this Section 4.03 hereof, the Company shall be required tocommence an offer (an “Asset Sale Excess Proceeds Offer”) toall Holders to purchase the maximumprincipal amount of Securities that may be purchased at the Asset Sale Excess Proceeds Offer Pricewith an amount equal to the sum of (x) the Pro Rata Percentage Amount with respect to such AssetSale Excess Proceeds Offer applicable to the Securities plus (y) the Asset Sale Excess Proceeds OtherSecured Notes Unused Amount, if any, with respect to such Asset Sale Excess Proceeds Offer (the“Asset Sale Excess Proceeds Offer Amount”), the Company shall follow the procedures specifiedbelow: (a) The Asset Sale Excess Proceeds Offer shall remain open for a period of20 Business Days following its commencement and no longer, except to the extent that a longer periodis required by applicable law (the “Asset Sale Excess Proceeds Offer Period”). No later than fiveBusiness Days after the termination of the Asset Sale Excess Proceeds Offer Period (the “Asset SaleExcess Proceeds Offer Purchase Date”), the Company shall purchase and pay the Asset Sale ExcessProceeds Offer Price with respect to all Securities validly tendered and accepted for purchase, or if theamount of Securities validly tendered at the Asset Sale Excess Proceeds Offer Price with respect to allSecurities validly tendered is greater than the Asset Sale Excess Proceeds Offer Amount, the Companyshall purchase and pay for Securities validly tendered at the Asset Sale Excess Proceeds Offer Price inan aggregate amount equal to the Asset Sale Excess Proceeds Amount. Payment for anySecuritiessopurchased shall be made in the manner prescribed in the Securities. (b) Upon the commencement of an Asset Sale Excess Proceeds Offer, theCompany shall send awritten notice to each of the Holders with a copy to the Trustee. The notice shallcontain all instructions and materials necessary to enable such Holders to tender Securities pursuant tothe Asset Sale Excess Proceeds Offer. The Asset Sale Excess Proceeds Offer shall be made to allHolders. The notice, which shall govern the terms of the Asset Sale Excess Proceeds Offer, shall state: (1) that the Asset Sale Excess Proceeds Offer is being made pursuant to thisSection 4.03 hereof, and the length of time the Asset Sale Excess Proceeds Offer shall remainopen, including the time and date the Asset Sale Excess Proceeds Offer will terminate (the“Asset Sale Excess Proceeds Termination Date”); (2) the Asset Sale Excess Proceeds Offer Price; (3) that the aggregate amount to be applied to purchase the Securities in the AssetSale Excess Proceeds Offer will consist of an amount equal to the Pro Rata Percentage Amountapplicable to the Securities (and specifying such amount) plus, depending on the extent to whichOther Secured Notes are not tendered in the Asset Sale Excess Proceeds Other Offer beingconducted substantially concurrently with such Asset Sale Excess Proceeds Offer, an additional55 4841-4412-0300

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(6) the Company, any Guarantor, the REIT or any Significant Subsidiary pursuantto or within the meaning of any Bankruptcy Law: (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntarycase; (C) consents to the appointment of a Custodian of it or for any substantialpart of its property; or (D) makes a general assignment for the benefit of its creditors; or takes anycomparable action under any foreign laws relating to insolvency;(7) a court of competent jurisdiction enters an order or decree under anyBankruptcy Law that: (A) is for relief against the Company, the REIT, any Guarantor or anySignificant Subsidiary in an involuntary case; (B) appoints a Custodian of the Company, the REIT, any Guarantor or anySignificant Subsidiary or for any substantial part of its property; or(C) orders the winding up or liquidation of the Company, the REIT, anyGuarantor or any Significant Subsidiary; or any similar relief is granted under any foreign laws and the order or decree remains unstayedand in effect for 60 days; (8) (i) any judgment or decree for the payment of money in excess of $25.0 millionor its foreign currency equivalent at the time such judgment or decree is entered against theCompany or any Significant Subsidiary (net of any amounts which are covered by enforceableinsurance policies issued by solvent carriers or by third party indemnities), remains outstandingfor a period of 60 consecutive days following the entry of such judgment or decree and is notdischarged, waived or the execution thereof stayed[, (ii) any judgment or decree for thepayment of money in excess of $150.0 million or its foreign currency equivalent at the time suchjudgment or decree is entered against the REIT or the Operating Partnership (net of anyamounts which are covered by enforceable insurance policies issued by solvent carriers or bythird party indemnities), remains outstanding for a period of 60 consecutive days following theentry of such judgment or decree and is not discharged, waived, the execution thereof stayed orotherwise bonded, or (iii) any warrant, writ of attachment, execution or similar process shall beissued against any property of the REIT or the Operating Partnership which exceeds,individually or together with all other such warrants, writs, executions and processes,$150.0 million and such warrant, writ, execution or process shall not be paid, discharged,vacated, stayed or bonded for a period of 60 consecutive days];(9) any Note Guarantee is held in any judicial proceeding to be unenforceable orinvalid or ceases to be in full force and effect (other than in accordance with the terms of such72 4841-4412-0300

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(8), (9), (10), (11), (12) and (13), its status and what action the Company is taking or proposes to takewith respect thereto. SECTION 6.02 Acceleration. (a) If an Event of Default (other than an Event of Defaultspecified in Section 6.01(6) or(7) with respect to the Company) occurs and is continuing, upon receiptby the Trustee of written direction from the Holders of a majority in principal amount of the Securities,the Trustee by written notice to the Company, or the Holders of at least 25% in principal amount of theSecurities by written notice to the Company and the Trustee, may declare the principal of and accruedbut unpaid interest and relevant or applicable premium, Acceleration Premium or redemption price onall the Securities to be due and payable. Upon such a declaration, such principal, interest and applicablepremium, Acceleration Premium or redemption price shall be due and payable immediately. If an Eventof Default specified in Section 6.01(6) or (7) with respect to the Company occurs, the principal of andinterest and applicable premium, Acceleration Premium or redemption price on all the Securities shallipsofacto become and be immediately due and payable without any declaration or other act on the partof the Trustee or any Securityholders. The Holders of a majority in principal amount of the Securities bywritten notice to the Trustee and the Company may rescind an acceleration and its consequences if therescission would not conflict with any judgment or decree and if all existing Events of Default have beencured or waived except nonpayment of principal or interest that has become due solely because ofacceleration. No such rescission shall affect any subsequent Default or impair any right consequentthereto. (b) Notwithstanding the foregoing, if an Event of Default underSection 6.01(5) hasoccurred and is continuing, such Event of Default and any consequential acceleration (to the extent notin violation of any applicable law or in conflict with any judgment or decree of a court of competentjurisdiction) shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event ofDefault under Section 6.01(5) has been repaid or (ii) if the default relating to such Indebtedness iswaived by the holders of such Indebtedness or cured, and if such Indebtedness has been accelerated,then the holders thereof have rescinded their declaration of acceleration with respect thereto, and(iii) any other existing Events of Default, except nonpayment of principal, premium or interest on theSecurities that became due solely because of the acceleration of the Securities, have been cured andwaived. (c) (i) If the Securities are accelerated or otherwise become due prior to theirStated Maturity, in each case, in respect of any Event of Default specified in Section 6.01(6) or (7) withrespect to the Company (including the acceleration of claims by operation of law) occurring on or after[May 15], 2023, the amount of the principal and premium due on the Securities shall equal theredemption price applicable to an optional redemption of the Securities as set forth inSection 3.08 ineffect on the date of such acceleration as if such acceleration were an optional redemption of theSecurities accelerated (the “Redemption Price Premium”), and the Redemption Price Premium(including principal) and all accrued and unpaid interest will be immediately due and payable as thoughthe Securities were optionally redeemed. (ii) If the Securities are accelerated or otherwise become due prior to their StatedMaturity, in each case, in respect of any Event of Default specified in Section 6.01(6) or (7) withrespect to the Company (including the acceleration of claims by operation of law) in the case of anEvent of Default occurring prior to [May 15], 2023, the amount of principal of, accrued and unpaid74 4841-4412-0300

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premium on the Securities held by such Holder, on the respective due dates expressed in the Securities(or, in the case of a redemption, on the redemption date or, in the case of a purchase, on the AssetSale Excess Proceeds Offer Purchase Date), or to bring suit for the enforcement of any such payment,shall not be impaired or affected without the consent of such Holder. SECTION 6.08 Collection Suit by Trustee. Subject to the Collateral Agency andIntercreditor Agreement, if an Event of Default specified in Section 6.01(1) or (2) occurs and iscontinuing, the Trustee may recover judgment in its own name and as trustee of an express trust againstthe Company for the whole amount then due and owing (together with interest on any unpaid interest tothe extent lawful) and the amounts provided for inSection 7.07, and against the REIT for any amountsowed by it under the terms of the Limited Guarantee. SECTION 6.09 Trustee May File Proofs of Claim. The Trustee may file such proofs ofclaim and other papers or documents as may be necessary or advisable in order to have the claims ofthe Trustee, the Collateral Agent and the Securityholders allowed in any judicial proceedings relative tothe Company, the REIT, its creditors or its property and, unless prohibited by law or applicableregulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Personperforming similar functions, and any Custodian in any such judicial proceeding is hereby authorized byeach Holder to make payments to the Trustee and, in the event that the Trustee shall consent to themaking of such payments directly to the Holders, to pay to the Trustee any amount due to it for thereasonable compensation, expenses, disbursements and advances of the Trustee, the Collateral Agentand each of their agents and counsel, and any other amounts due to the Trustee or Collateral Agent, asapplicable, under Section 7.07. No provision of this Indenture shall be deemed to authorize the Trustee or Collateral Agent toauthorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,arrangement, compromise, adjustment or composition affecting the Securities or the rights of any Holderthereof or to authorize the Trustee or Collateral Agent to vote in respect of the claim of any Holder inany such proceeding. SECTION 6.10 Priorities. Subject to the Collateral Agency and IntercreditorAgreement, if the Trustee collects any money or property pursuant to this Article6, it shall pay out themoney or property in the following order: FIRST: to the Trustee, the Collateral Agent and their agents for amounts due underSection 7.07; SECOND: to Securityholders for amounts due and unpaid on the Securities for principal andinterest ratably, without preference or priority of any kind, according to the amounts due and payable onthe Securities for principal and interest, respectively; andTHIRD: to the Company as provided in a written direction from the Company. The Trustee may fix a record date and payment date for any payment to Securityholderspursuant to this Section. At least 15 days before such record date, the Company shall mail to eachSecurityholder and the Trustee a written notice that states the record date, the payment date andamount to be paid. 77 4841-4412-0300

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(3) the Trustee shall not be liable with respect to any action it takes or omits to takein good faith in accordance with a direction received by it pursuant to Section 6.05. (d) No provision of this Indenture shall require the Trustee to expend or risk itsown funds or otherwise Incur financial liability in the performance of any of its duties hereunder or in theexercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment ofsuch funds or adequate indemnity against such risk or liability is not assured to it. (e) The Trustee shall not be liable for interest on any money received by it exceptas the Trustee may agree in writing with the Company. (f) Money held in trust by the Trustee need not be segregated from other fundsexcept to the extent required by law. (g) Every provision of this Indenture relating to the conduct or affecting the liabilityof or affording protection to the Trustee shall be subject to the provisions of this Section and to theprovisions of the TIA. SECTION 7.02 Rights of Trustee. (a) The Trustee may rely on any document believed by it to be genuine and to havebeen signed or presented by the proper person. The Trustee need not investigate any fact or matterstated in the document. (b) Before the Trustee acts or refrains from acting in any respect, it may require anOfficer’s Certificate and/or an Opinion of Counsel. The Trustee shall not be liable for any action it takesor omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel. (c) The Trustee may act through its attorneys and agents and shall not beresponsible for the misconduct or negligence of any such agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in goodfaith which it believes to be authorized or within its rights or powers. (e) The Trustee may consult with counsel, and the advice or opinion of counsel withrespect to legal matters relating to this Indenture and the Securities shall be full and completeauthorization and protection from liability in respect to any action taken, omitted or suffered by ithereunder in good faith and in accordance with the advice or opinion of such counsel. (f) The Trustee shall not be deemed to have notice of any Default or Event ofDefault, except a Default under Sections 6.01(1) or 6.01(2) (but only if the Trustee is also the PayingAgent), unless written notice of any event which is in fact such a Default or Event of Default is receivedby a Trust Officer at its office described inSection 11.02 herein from the Company or the Holders of25% in aggregate principal amount of the outstanding Securities, and such notice references the specificDefault or Event of Default, the Securities and this Indenture and states that it is a “Notice of Default”. In the absence of any such notice, the Trustee may conclusively assume that no such Default or Event ofDefault exists. 79 4841-4412-0300

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It shall not be necessary for the consent of the Holders under this Section to approve theparticular form of any proposed amendment, but it shall be sufficient if such consent approves thesubstance thereof. A consent to any amendment or waiver under this Indenture by any Holder ofSecurities given in connection with a tender of such Holder’s Securities shall not be rendered invalid bysuch tender. In addition, any amendment to, or waiver of, the provisions of the Note Documents that has theeffect of releasing all or substantially all of the Collateral from the Liens securing the Securities orsubordinating Liens securing the Securities (except as permitted by the terms of the Note Documents)will require the consent of the Holders of at least 66-2/3% in principal amount of the Securities thenoutstanding. Upon the written request of the Company and the REIT accompanied by a resolution of theBoard of Directors of the Company and a resolution of the Board of Directors of the REIT authorizingthe execution of any supplemental indenture entered into to effect any such amendment, supplement orwaiver permitted under the terms of this Section, and upon receipt by the Trustee (and the CollateralAgent to the extent applicable) of the documents described in Section 9.06, the Trustee (and theCollateral Agent to the extent applicable) shall join with the Company and the REIT in the execution ofsuch supplemental indenture or supplement or amendment to the Note Documents. After an amendmentunder this Section becomes effective, the Company shall send to Securityholders a notice brieflydescribing such amendment. The failure to give such notice to all Securityholders, or any defect therein,shall not impair or affect the validity of an amendment under this Section. SECTION 9.03 Compliance with Trust Indenture Act. Subject toSection 11.06, everyamendment or supplement to this Indenture or the Securities shall be set forth in a supplementalindenture hereto that complies with the TIA as then in effect. A consent to any amendment, supplement or waiver under this Indenture or any amendment orsupplement to any Note Document by any Holder given in connection with a purchase, tender orexchange of such Holder’s Securities shall not be rendered invalid by such purchase, tender orexchange. SECTION 9.04 Revocation and Effect of Consents and Waivers. A consent to anamendment or a waiver by a Holder of a Security shall be a continuing consent and shall bind theHolder and every subsequent Holder of that Security or portion of the Security that evidences the samedebt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on theSecurity. However, any such Holder or subsequent Holder may revoke the consent or waiver as tosuch Holder’s Security or portion of the Security if the Trustee receives the notice of revocation inwriting before the date the amendment or waiver becomes effective. After an amendment or waiverbecomes effective, it shall bind every Securityholder. An amendment or waiver becomes effective uponthe execution of such amendment or waiver by the Trustee. The Company may, but shall not be obligated to, fix a record date for the purpose ofdetermining the Securityholders entitled to give their consent or take any other action described aboveor required or permitted to be taken pursuant to this Indenture. If a record date is fixed, thennotwithstanding the immediately preceding paragraph, those Persons who were Securityholders at suchrecord date (or their duly designated proxies), and only those Persons, shall be entitled to give suchconsent or to revoke any consent previously given or to take any such action, whether or not such90 4841-4412-0300

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provision of the TIA shall be deemed to apply to this Indenture as so modified or shall be excluded, asthe case may be. SECTION 11.02 Notices. Any notice or communication shall be in writing and deliveredin person or mailed by first-class mail addressed as follows: if to the Company or any Guarantor: CBL & Associates HoldCo II, LLC 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421-6000 Attention: [Chief Financial Officer] if to the REIT: CBL & Associates HoldCo II, LLC 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421-6000 Attention: [Chief Financial Officer] if to the Trustee or Collateral Agent: Wilmington Savings Fund Society, FSB 500 Delaware Avenue, 11th Floor Wilmington, DE 19801 Email: phealy@wsfsbank.com Attention: Patrick Healy With a copy to (which shall not constitute notice): Ropes & Gray LLP 1211 Avenue of the Americas New York, NY 10036-8704 Email: Mark.Somerstein@ropesgray.com Attention: Mark Somerstein, Esq. The Company, the REIT, any Guarantor, the Trustee or the Collateral Agent by notice to theother may designate additional or different addresses for subsequent notices or communications. Any notice or communication mailed to a Securityholder shall be delivered pursuant to theApplicable Procedures of the depository (in the case of a Global Security) or mailed, to theSecurityholder at the Securityholder’s address as it appears on the registration books of the Registrar (ifa Definitive Security) and shall be sufficiently given if so delivered or mailed within the time prescribed. Any notice or communication will also be so mailed or delivered electronically to any Person describedin TIA § 313(c), to the extent required by the TIA. Notwithstanding any provision of this Indenture tothe contrary, so long as the Securities are evidenced by Global Securities, any notice to theSecurityholders shall be sufficient if given in accordance with the Applicable Procedures of theDepository within the time prescribed. 96 4841-4412-0300

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The Security Documents define the relative rights, as lienholders, of holders of SecuredObligations. Nothing in this Indenture or the Security Documents shall: (a) impair, as between the Company and any Guarantor, on the one hand, andHolders of Securities, on the other hand, the obligation of the Company, which is absolute andunconditional, to pay principal of, and premium and interest on any Security in accordance with its termsor the obligation of any Guarantor under its Note Guarantee or the obligation of the Company or anyGuarantor to perform any other obligation of the Company or any Guarantor under this Indenture, theSecurities, the Note Guarantees or the Security Documents; (b) restrict the right of any Holder to sue for payments that are then due and owing,in a matter not inconsistent with the provisions of the Security Documents; or(c) prevent the Trustee or any Holder from exercising against the Company or anyGuarantor any of its other available remedies upon a Default or Event of Default (other than its rights asa secured party, which are subject to the Security Documents). SECTION 12.08 Junior Lien Intercreditor Agreement. If a Junior Lien Intercreditor Agreement is entered into, this Article 12 and the provisions ofeach other Security Document will be subject to the terms, conditions and benefits set forth in the JuniorLien Intercreditor Agreement. The Company and each Guarantor consents to, and agrees to be boundby, the terms of the Junior Lien Intercreditor Agreement, if any, as the same may be in effect from timeto time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder,by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to,the provisions of the Junior Lien Intercreditor Agreement and (b) authorizes and instructs the CollateralAgent on behalf of each Holder to enter into the Junior Lien Intercreditor Agreement as[“Priority LienRepresentative” (as such term is defined in the Junior Lien Intercreditor Agreement)] on behalf of suchHolders as [“Priority Lien Secured Parties” (as such term is defined in the Junior Lien IntercreditorAgreement)]. In addition, each Holder authorizes and instructs the Collateral Agent to enter into anyamendments or joinders to the Junior Lien Intercreditor Agreement in accordance with its terms with theconsent of the parties thereto or otherwise in accordance with its terms, without the consent of anyHolder or the Trustee, to add additional Indebtedness as Junior Lien Debt and add other parties (or anyauthorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien onany Collateral securing such additional Indebtedness shall rank junior to the Liens on such Collateralsecuring the Secured Obligations and rank equally with the Liens on such Collateral securing the JuniorLien Debt then outstanding to the extent permitted by this Indenture and the Security Documents. TheTrustee and the Collateral Agent shall be entitled to rely upon an Officer’s Certificate or an Opinion ofCounsel certifying that any such amendment is authorized or permitted under the Note Documents. ARTICLE 13 LIMITED GUARANTEE SECTION 13.01 Limited Guarantee Agreement. 108 4841-4412-0300

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 CoolSprings Crossing  CoolSprings Crossing – Parcel(s) in the Main Project  Cross Creek – Sears - Parcel(s) in the Main Project  Courtyard at Hickory Hollow  Cross Creek Mall – Sears  Dakota Square - Parcel(s) in the Main Project  Dakota Square – Mgmt GL Parcels  Dakota Square – Lot 8 (Scheels Ground Lease)  East Towne Mall – Outparcel  East Towne Mall – Parcel  Eastgate Mall – Sears  Eastgate Mall – Shops at Eastgate  Eastland Mall – Macy’s  Fayette Mall – Parcel(s) in the Main Project3  Frontier Square  Gunbarrel Pointe  Hamilton Place – Sears  Hamilton Place – Sears – Parcel(s) in the Main Project  Hanes Mall – Restaurants  Harford Mall – Annex  Jefferson Mall – Macy’s / Round 1  Jefferson Mall – Sears  Jefferson Mall – Self Development  Kirkwood Mall – Mgmt GL Parcels  Laurel Park Mall – Parcel(s) in the Main Project  Layton Hills Mall – Mgmt GL Parcels  Layton Hills Mall – Outparcel II  Mall del Norte TX Outparcel Upon completion of the subdivision, these outparcels will be released from Brookfield Square in Category 1(including a release from any mortgage or pledge related thereto) and placed in Category 3. 3 Fayette Mall – Parcel(s) in the Main Project is currently encumbered, but the parties hereto agree that uponsuch property’s release (which is expected to occur in connection with the extension and modification of theexisting loan secured by Fayette Mall), such property shall be included in Category 3. 4841-4412-0300

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 Coastal Grand Mall – Dick’s Sporting Goods  Coastal Grand OP (fee)  Coastal Grand OP (leasehold)  CoolSprings Galleria  CoolSprings Macy’s Outparcel (leasehold)  Friendly Shopping Center  Friendly Center – Belk Homestore  Governor’s Square  Kentucky Oaks  Northgate Mall – JCP  Northgate Mall – Sears  Oak Park Mall  Outlet Shoppes at Atlanta – Tract 1A  Outlet Shoppes at Atlanta – Tract 1A1  Outlet Shoppes at Atlanta – Outparcel  Outlet Shoppes at Atlanta – Tract 1B and others  Outlet Shoppes at El Paso – OP  Outlet Shoppes at El Paso – OP II  Outlet Shoppes at El Paso – Phase I and Phase II  Outlet Shoppes at El Paso – .2763 Acre Tract  Outlet Shoppes at Gettysburg – Phase I  Outlet Shoppes at Gettysburg – Phase II  Outlet Shoppes at Laredo  Outlet Shoppes of the Bluegrass  Outlet Shoppes of the Bluegrass – Phase II  Outlet Shoppes of the Bluegrass – OP Tract 11  Outlet Shoppes of the Bluegrass – OP Tract 8  Shops at Friendly Center – Phase I and II  West County Center Associated Centers  Coastal Grand Outparcel – Fee Outparcels  Governor’s Square Plaza  York Town Center  York Town Center – Former Pier 1 Community Centers  Ambassador Town Center  Fremaux Town Center Phase I and II  Fremaux Town Center – Slidell Development Company, L.L.C. Land Hammock Landing – Phase I 4841-4412-0300

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Category 8 –  Akron Water Tower and Land  Alamance Crossing, LLC  Alamance Crossing - OP  Arbor Place - APWM, LLC  Arbor Place - OP  CBL/Cherryvale I, LLC - vacant property  Cross Creek – Sears - Parcel(s) in the Main Project (vacant lot 2) Dakota Square OP  Eastgate Mall – Self-Development  Hanes Mall – Lot 2A  Gulf Coast Galleria (D'Iberville CBL Land, LLC)  Gulf Coast Town Center - Peripheral IV - Land  Gulf Coast Town Center - Phase III - Land  Hickory Point Mall - OP  Imperial Valley Commons - Kohl's and Land  Imperial Valley Mall - OP  Jacksonville Regal Cinema Mgmt  Mayfaire Town Center - Wetlands  Meridian Mall - Land E. Lansing (leasehold interest)  Meridian Mall - Township Property (leasehold interest)  Meridian Mall – Management Fee Parcel  Mid Rivers Land LLC (vacant parcels)  Northpark Mall/Joplin, LLC Hollywood Parcels  Pavilion at Port Orange – Phase II  Pearland Town Center – Outparcel TX Land LLC  Southaven Towne Center vacant parcels  The Landing at Arbor Place - OP 4841-4412-0300

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Release Prices Schedule Property Release Price ($ in millions) Brookfield Square [19.0 Dakota Square 26.0 Eastland Mall (incl. Parcel(s) in Main Project) 5.0 Harford Mall 18.0 Laurel Park Place 9.0 Meridian Mall (leasehold) 13.0 Mid Rivers Mall 22.1 Monroeville Mall and Annex 18.7 Monroeville Mall – Anchor 4.7 Monroeville Mall – District 3.3 Northpark Mall 24.6 Old Hickory Mall 6.0 Parkway Place 42.0 South County Center 32.2 St. Clair Square (fee and leasehold) 60.0 Stroud Mall (fee and leasehold) 6.0 York Galleria 10.0 840 Greenbrier Circle 4.5] 4841-4412-0300

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No. $ CUSIP No. 12511C AA8 ISIN US12511CAA80 10% Senior Secured Notes due 2029 CBL & Associates HoldCo II, LLC, a Delaware limited liability company, hereby promises topay to Cede & Co., or registered assigns, the principal sum of Dollars [as may be increased ordecreased as set forth on the attached Schedule of Increases or Decreases in Global Security] on[November 15], 2029. Interest Payment Dates: [May 15] and [November 15]. Record Dates: [May 1] and [November 1]. Additional provisions of this Security are set forth on the other side of this Security. Dated: CBL & ASSOCIATES HOLDCO II, LLC By: Name: Title: By: Name: Title: TRUSTEE’S CERTIFICATE OF AUTHENTICATION WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee, certifies that this is one of the Securities referred to in the Indenture. By: Authorized Signature -2- 4841-4412-0300

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[FORM OF REVERSE SIDE OF SECURITY] 10% Senior Secured Notes due 2029 1. Interest CBL & Associates HoldCo II, LLC, a Delaware limited liability company (such company, andits successors and assigns under the Indenture hereinafter referred to, being herein called the“Company”) promises to pay interest on the principal amount of this Security at the rate per annumshown above. The Company shall pay interest semiannually in arrears on [May 15] and [November 15]of each year, commencing[May 15], 2022. Interest on the Securities shall accrue from the most recentdate to which interest has been paid or, if no interest has been paid, from [November 1], 2021. Interestwill be computed on the basis of a 360-day year of twelve 30-day months. The Company shall payinterest on overdue principal at the rate borne by this Security, and it will pay interest on overdueinstallments of interest at the same rate to the extent lawful. Interest on the Securities will accrue at the annual rate set forth above and will be payable solelyin cash. Interest payable at Stated Maturity, upon redemption or repurchase of the Securities shall bepayable in cash. 2. Method of Payment The Company shall pay interest on the Securities (except defaulted interest) to the Persons whoare registered holders of Securities at the close of business on the[May 1] or[November 1] (whetheror not a Legal Holiday) next preceding the Interest Payment Date even if Securities are cancelled afterthe record date and on or before the Interest Payment Date. Holders must surrender Securities to aPaying Agent to collect principal payments. The Company will pay principal, premium and interest inmoney of the United States that at the time of payment is legal tender for payment of public and privatedebts. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that isnot a Legal Holiday, and no interest shall accrue for the intervening period. Payments in respect of theSecurities represented by a Global Security (including principal, premium and interest) will be made bywire transfer of immediately available funds to the accounts specified by the Depository. The Companywill make all payments in respect of a certificated Security (including principal, premium and interest) bymailing a check to the registered address of each Holder thereof;provided,however, that payments ona certificated Security will be made by wire transfer to a U.S. dollar account maintained by the payeewith a bank in the United States if such Holder elects payment by wire transfer by giving written noticeto the Trustee or the Paying Agent to such effect designating such account no later than 30 daysimmediately preceding the relevant due date for payment (or such other date as the Trustee may acceptin its discretion). 3. Paying Agent and Registrar Initially, Wilmington Savings Fund Society, FSB, a national banking association (the “Trustee”),will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent,Registrar or co-registrar without notice to any Securityholder. The Company or any of its domesticallyincorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar. -3- 4841-4412-0300

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4. Indenture The Company originally issued the Securities under the Indenture dated as of[November 1],2021 (the “Indenture”), among the Company, the REIT, the Guarantors named therein and the Trusteeand Collateral Agent. The terms of the Securities include those stated in the Indenture. Terms defined inthe Indenture and not defined herein have the meanings ascribed thereto in the Indenture. To the extentany provision of any Security conflicts with the express provisions of the Indenture, the provisions of thisIndenture shall govern and be controlling. The Securities are subject to all such terms, andSecurityholders are referred to the Indenture. The Securities are entitled to the benefits of the SecurityDocuments, subject to the terms of the Note Documents, including the Collateral Agency andIntercreditor Agreement. The Indenture contains covenants that, among other things, limit the ability of the Company andits subsidiaries to Incur additional indebtedness; engage in transactions with affiliates; create liens onassets; transfer or sell assets; guarantee indebtedness; and consolidate, merge or transfer all orsubstantially all of its assets and the assets of its subsidiaries. These covenants are subject to importantexceptions and qualifications. 5. Redemption The Company shall be required to mandatorily redeem the Securities (a) on [November 8],2021 as provided in Section 3.07(c) of the Indenture and subject to the terms of Article 3 of theIndenture and (b) upon a Release Trigger Event as provided in, and subject to the terms of, theIndenture. Except as set forth under Section 4.03 of the Indenture, the Company shall not be requiredto repurchase the Securities at the option of the Holders. Except as set forth below, the Company shall not be entitled to redeem or otherwise prepay theSecurities at the Company’s option at any time. At any time prior to [May 15], 2023, the Company shall be entitled at its optionto redeem allor a portion of the Securities upon not less than 10 nor more than 60 days’ notice, at a redemption priceequal to (i) 100% of the principal amount of the Securities redeemed, plus (ii) accrued and unpaidinterest to but excluding the redemption date (subject to the right of Holders of record on the relevantrecord date to receive interest due on the relevant Interest Payment Date). On and after [May 15], 2023, the Company shall be entitled at its option to redeem all or aportion of the Securities upon required notice provided in accordance with paragraph 6 below, at theredemption prices set forth below (expressed in percentages of principal amount on the redemptiondate), plus accrued and unpaid interest to but excluding the redemption date (subject to the right ofHolders of record on the relevant record date to receive interest due on the relevant Interest PaymentDate), if redeemed during any of the periods set forth below: Period Redemption Price [May 15], 2023 to [May 14], 2024 105.0% [May 15], 2024 to [May 14], 2025 102.5% [May 15], 2025 and thereafter 100.0% -4- 4841-4412-0300

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21. Governing Law THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BEUSED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE DOCUMENTSWITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWTO THE EXTENT THAT APPLICATION OF THE LAWS OF ANOTHER JURISDICTIONWOULD BE REQUIRED THEREBY. The Company will furnish to any Securityholder upon written request and without charge to theSecurityholder a copy of the Indenture which has in it the text of this Security in larger type. Requestsmay be made to: CBL & Associates HoldCo II, LLC 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421-6000 Attention: [Chief Financial Officer] -8- 4841-4412-0300

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EXHIBIT B FORM OF GUARANTY SUPPLEMENTAL INDENTURE [ ] SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of [•],2021, among [Name of Future Guarantor(s)] (together with its successors and assigns under theIndenture, the “New Guarantor”), a subsidiary of CBL & Associates HoldCo II, LLC, a Delawarelimited liability company (together with its successors and assigns under the Indenture, the “Company”),CBL & Associates Properties, Inc., a Delaware corporation (together with its successors and assignsunder the Indenture, the “REIT”), the existing Guarantors (as defined in the Indenture referred toherein), the Company and Wilmington Savings Fund Society, FSB, as trustee under the Indenturereferred to herein (in such capacity, together with its successors and assigns under the Indenture, the“Trustee”) and the collateral agent under the Indenture referred to herein (in such capacity, togetherwith its successors and assigns under the Indenture, the “Collateral Agent”). The New Guarantor andthe existing Guarantors are sometimes referred to collectively herein as the “Guarantors,” orindividually as a “Guarantor.” W I T N E S E T H WHEREAS, the Company, the REIT and the existing Guarantors have heretofore executed anddelivered to the Trustee and the Collateral Agent an indenture (the “Indenture”), dated as of[•]November 1, 2021, relating to the 10% Senior Secured Notes due 2029 (the “Securities”) of theCompany; WHEREAS, Section 4.07 of the Indenture in certain circumstances requires the Company tocause a Subsidiary that is not then a Guarantor (i) to become a Guarantor by executing a supplementalindenture and (ii) to deliver an Opinion of Counsel to the Trustee as provided in such Section; andWHEREAS, pursuant to Section 9.01 of the Indenture, the Company, the REIT, theGuarantors, the Trustee and the Collateral Agent are authorized to execute and deliver thisSupplemental Indenture to amend or supplement the Indenture without the consent of any Holder;NOW THEREFORE, to comply with the provisions of the Indenture and in consideration of theforegoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,the New Guarantor, the other Guarantors, the Company, the REIT and the Trustee and the CollateralAgent mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities asfollows: -1- 4841-4412-0300

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EXHIBIT C FORM OF MORTGAGE 9This document was prepared by10and after recording should be returned to: MORTGAGE, SECURITY AGREEMENT, FIXTURE FILING, FINANCING STATEMENT AND ASSIGNMENT OF RENTS AND LEASES THIS MORTGAGE, SECURITY AGREEMENT, FIXTURE FILING, FINANCINGSTATEMENT AND ASSIGNMENT OF RENTS AND LEASES (as the same may be amended,restated, supplemented or otherwise modified from time to time, this “Mortgage”) is being made andgranted, dated and effective as of the [1st] day of [November], 2021, by [NAME OF ENTITY], a[____] (“Mortgagor”), having an address at CBL Center – Suite 500, 2030 Hamilton Place Boulevard,Chattanooga, TN 37421, Attention: Chief Financial Officer, to WILMINGTON SAVINGS FUNDSOCIETY, FSB, a federal savings bank, in its capacity as Collateral Agent, having an office at 500Delaware Avenue, 11th Floor, Wilmington, DE 19801, Attention: Patrick Healy (together with itssuccessors and assigns in such capacity, “Mortgagee”), for its benefit and the benefit of the otherSecured Parties. Except as otherwise provided herein, all capitalized terms used but not defined hereinthat are defined in each of the Indentures (as such term is hereafter defined) shall have the respectivemeanings given to them in each of the Indentures; and the term “Act of the Applicable AuthorizedRepresentative” shall have meaning given to it in the Collateral Agency and Intercreditor Agreement. WITNESSETH: WHEREAS, pursuant to the terms and conditions of the Third Amended Joint Chapter 11 Plan,dated May 26, 2021, as the same may be amended, modified or restated from time to time (the “Planof Reorganization”) relating to the reorganization under Chapter 11 of Title 11 of the United StatesCode of the REIT, the Operating Partnership and certain of the direct and indirect Subsidiaries of theREIT, which Plan of Reorganization was confirmed by order, dated August 11, 2021, of the9Note to Draft: Local counsel to confirm notices (e.g., fixture filing, indemnification) and other information (e.g.,specific cover page requirements) to be included 10Note to Draft: Local counsel to confirm if “prepared by” needs to include local counsel

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Bankruptcy Court, CBL & Associates Holdco II, LLC, a Delaware limited liability company (the“Company”) intends to issue (i) to the Senior Note Holders $455,000,000 aggregate principal amountof the Company’s 10.0% Senior Secured Notes due 2029 (the “Senior Notes”), upon the terms andsubject to the conditions set forth in the Indenture, dated as of the date hereof (as such agreement maybe amended, modified or restated from time to time, the “Senior Note Indenture”), among theCompany, as issuer, the Guarantors, including Mortgagor, REIT and Wilmington Savings Fund Society,FSB, as trustee (in such capacity, together with any successor trustee, the “Senior Note Trustee”) andthe Mortgagee and (ii) to the Exchangeable Note Holders $150,000,000 aggregate principal amount ofthe Company’s 7.0% Exchangeable Senior Secured Notes due 2028 (the “Exchangeable Notes” and,together with the Senior Notes, the “Secured Notes”), upon the terms and subject to the conditions setforth in the Indenture, dated as of the date hereof (as such agreement may be amended, modified orrestated from time to time, the “Exchangeable Note Indenture” and, together with the Senior NoteIndenture, the “Indentures” and each, an “Indenture”), among the Company, as issuer, the Guarantors,including Mortgagor, REIT, Wilmington Savings Fund Society, FSB, as trustee (in such capacity,together with any successor trustee, the “Exchangeable Note Trustee”) and the Mortgagee;WHEREAS, pursuant to the Collateral Agency and Intercreditor Agreement dated as of thedate hereof (as such agreement may be amended, modified or restated from time to time, the “CollateralAgency and Intercreditor Agreement”) among the Company, the Guarantors, including Mortgagor, theSenior Note Trustee, the Exchangeable Note Trustee, and the Collateral Agent, the Collateral Agenthas agreed to act as the agent on behalf of the Secured Parties;WHEREAS, it is a condition precedent under the [Plan of Reorganization and the] Indenturesthat Mortgagor enter into this Mortgage and grant to Mortgagee for the ratable benefit of the SecuredParties the liens and security interests referred to herein to secure the punctual and complete paymentand performance of the Secured Obligations (as defined in the Collateral Agency and IntercreditorAgreement); and WHEREAS, Mortgagor is a subsidiary of the Company and will derive direct and indirecteconomic benefit from the financial accommodations being made to the Company in accordance withthe Plan of Reorganization, each of the Indentures and the “Note Documents” (as defined in the SeniorNote Indenture) and the “Note Documents” (as defined in the Exchangeable Note Indenture)(collectively, the “Secured Note Documents”). NOW, THEREFORE, in consideration of the premises herein and in consideration of OneDollar ($1.00) in hand paid, and other good and valuable consideration, the receipt and sufficiencywhereof are hereby acknowledged, Mortgagor hereby agrees: ARTICLE I – GRANTS OF SECURITY 1.1 In order to secure the punctual and complete payment and performance of the SecuredObligations, Mortgagor does hereby irrevocably GRANT, BARGAIN, SELL, PLEDGE,MORTGAGE, ASSIGN, WARRANT, TRANSFER, REMISE, HYPOTHECATE, GRANT ASECURITY INTEREST and CONVEY to Mortgagee and its successors and assigns, WITH POWEROF SALE AND RIGHT OF ENTRY AND POSSESSION, for the benefit of the Secured Parties andtheir respective successors and assigns, and does hereby grant a security interest in and assign toMortgagee, for the benefit of the Secured Parties and their respective successors and assigns, all ofMortgagor’s right, title and interest (including any after-acquired right, title and interest, and including

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any right of use or occupancy, which Mortgagor may now have or hereafter acquire) in and to thefollowing property, rights, interests and estates now owned, or hereafter acquired by Mortgagor(collectively, the “Mortgaged Property”): (a) The [fee interest in the] real property in [______, County,][State] (such Statereferred to herein as the “State”) described [in Parcel __] on Exhibit “A” attached hereto and made apart hereof [, and the leasehold interest in the real property described as [Parcel __] on Exhibit “A”attached hereto and made a part hereof as created by the Subject Lease (as defined on Exhibit “B”attached hereto and made a part hereof), together with all rights and interest of Mortgagor in and to theSubject Lease][and the easement interest described in Parcel __ of Exhibit “A” attached hereto andmade a part hereof ([each of the foregoing under this subsection (a),] together with any greater estatetherein acquired by Mortgagor, collectively, the “Land”), and all additional lands, estates and rights nowowned, held or hereafter acquired by Mortgagor in connection with the Land; and all right, title andinterest which Mortgagor may now have or hereafter acquire in and to all improvements, buildings andstructures now or hereafter located on the Land, or on any such additional lands, of every naturewhatsoever (collectively, the “Improvements”); each of the foregoing together with all of the other realproperty portions of the Mortgaged Property, collectively, the “Premises”;(b) All (i) easements, rights-of-way, strips and gores of land, streets, ways, alleys,passages, sewer rights, water courses, water rights and powers, air rights, and development rights, andall estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments andappurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertainingto the Premises, and public places adjoining said Land, and any other interests in property constitutingappurtenances to the Premises, or which hereafter shall in any way belong, relate or be appurtenantthereto, (ii) hereditaments, gas, oil, minerals (together (in each case, whether or not extracted from thePremises) with the right to extract, sever and remove such gas, oil and minerals), and easements, ofevery nature whatsoever, located in or on the Premises and all other rights and privileges thereuntobelonging or appertaining, (iii) water, ditch, well and reservoir rights which are appurtenant to or whichhave been used in connection with the Land, (iv) development rights associated with the Land, whetherpreviously or subsequently transferred to the Land from other real property or now or hereaftersusceptible of transfer from such Land to other real property, (v) land lying between the boundaries ofthe Land and the center line of any adjacent street, road, avenue or alley, whether opened or proposed,(vi) other or greater rights and interests of every nature in the Premises and in the possession or usethereof and income therefrom, whether now owned or hereafter acquired by Mortgagor, and (vii)extensions, additions, improvements, betterments, renewals, substitutions and replacements to or of anyof the rights and interests described in subparagraphs (i) through (vi) above (hereinafter the “PropertyRights”); (c) All fixtures and appurtenances of every nature whatsoever now owned orhereafter acquired by Mortgagor now or hereafter located in, on or attached to, installed in, and used orintended to be used in connection with, or with the operation of, the Premises, including, but not limitedto: (a) all apparatus, machinery and equipment owned or leased by Mortgagor; and (b) all extensions,additions, improvements, betterments, renewals, substitutions, repairs and replacements to or of any ofthe foregoing (the items described in the foregoing clauses (a) and (b) being hereinafter collectivelyreferred to as the “Fixtures”); (d) All (i) judgments, insurance proceeds, awards of damages and settlementsresulting from condemnation proceedings or the taking of the Real Property (as hereinafter defined), or

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any part thereof, under the power of eminent domain or for any damage (whether caused by such takingor otherwise) to the Real Property, or any part thereof, or to any rights appurtenant thereto, and allproceeds of any sales or other dispositions of the Real Property or any part thereof, and all interestthereon; (ii) contract rights, accounts, licenses, certificates, permits, accounts receivable, generalintangibles (but excluding therefrom any right to the use of the tradename “CBL” or any mark includingthe name “CBL”); (iii) actions and rights in action relating to the Real Property, insurance proceeds inrespect of the Mortgaged Property under any insurance policies covering the Mortgaged Property,including rights thereto and unearned premiums arising from or relating to the Real Property; (iv)refunds, rebates or credits in connection with reduction in real estate taxes and assessments chargedagainst the Mortgaged Property as a result of tax certiorari or any applications or proceedings forreduction; and (v) and proceeds, products, replacements, additions, substitutions, renewals, repairs andaccessions of and to the rights and interests described in (i), (ii), (iii) and (iv) above;(e) All reserves, escrows and deposit accounts maintained by Mortgagor withrespect to the Mortgaged Property; together with all deposits or wire transfers made to such accountsand all cash, checks, drafts, certificates, securities, investment property, financial assets, instruments andother property held therein from time to time and all proceeds, products, distributions or dividends orsubstitutions thereon and thereof; (f) All agreements, contracts, certificates, instruments, franchises, permits, licenses,plans, specifications and other documents, now or hereafter entered into, and all rights therein andthereto, respecting or pertaining to the use, occupation, construction, management or operation of theLand and any part thereof and any improvements or any business or activity conducted on the Land andany part thereof and all right, title and interest of Mortgagor therein and thereunder;(g) All furniture, furnishings, goods, chattels, appliances, apparatus, inventory,supplies, machinery and equipment of any nature whatsoever owned by Mortgagor and all ofMortgagor’s tangible personal property, and the proceeds therefrom, now or at any time hereafterowned by Mortgagor; (h) All leases, subleases, contracts, lettings, licenses, rental agreements,concessions or other agreements (whether written or oral) pursuant to which any Person is granted apossessory interest in, or right to use and/or occupy the Mortgaged Property (or any portion thereof),and every modification, amendment or other agreement relating to such leases, subleases, contracts orother agreements, and every guarantee of the performance and observance of the covenants, conditionsand agreements to be performed and observed by the other party thereto, heretofore or hereafterentered into, whether before or after the filing by or against Mortgagor of any petition for relief underany Federal or State bankruptcy, insolvency or similar law (collectively, the “Leases”) and all right, titleand interest of Mortgagor, its successors and assigns therein and thereunder, including, withoutlimitation, cash or securities deposited thereunder to secure the performance by the lessees of theirobligations thereunder and all rents, issues and profits of the Real Property and all rents, additional rents,rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, issues, profits,revenues, royalties, bonuses, rights and benefits due, payable or accruing (including any letters of credit,letter-of-credit rights supporting obligations, or other credit support for any rents or leases and alldeposits of money as advance rent, for security or as earnest money or as down payment for thepurchase of all or any part of the Real Property), income, receivables, receipts, revenues, deposits(including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, chargesfor services rendered, and other consideration of whatever form or nature received by or paid to or for

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the account of or benefit of Mortgagor or its agents or employees from any and all sources arising fromor attributable to the Mortgaged Property (or any portion thereof), including, all receivables, customerobligations, installment payment obligations and other obligations now existing or hereafter arising orcreated out of the sale, lease, sublease, license, concession or other grant of the right of use and/oroccupancy of the Mortgaged Property (or any portion thereof) and/or rendering of services byMortgagor and proceeds, if any, from business interruption or other loss of income insurance whetherpaid or accruing before or after the filing by or against Mortgagor of any petition for relief under anyFederal or State bankruptcy, insolvency or similar law (collectively, the “Rents”), and all proceeds fromthe sale or other disposition of the Leases and the right to receive and apply the Rents to the payment ofthe Secured Obligations; (i) All profits, proceeds and replacements of any of the foregoing, including,without limitation, proceeds of insurance and condemnation awards, whether cash, liquidation or otherclaims or otherwise; and (j) Any and all other rights of Mortgagor in and to the items set forth in Subsections(a) through (i) above; provided, however, that the Mortgaged Property shall exclude any ExcludedProperty otherwise included in such definition for so long as such property shall so remain ExcludedProperty. “Excluded Property” shall have the meaning ascribed to such term in the Pledge and SecurityAgreement, dated as of the date hereof, made by the Company and certain of its subsidiaries (includingthe Mortgagor) in favor of the Mortgagee, as such agreement may be amended, modified or restatedfrom time to time. AND without limiting any of the other provisions of this Mortgage, to the extent permitted byapplicable law, Mortgagor expressly grants to Mortgagee, as secured party, a security interest in theportion of the Mortgaged Property (collectively, the “UCC Collateral”) in which a security interest maybe granted (and the Secured Obligations thereby secured) pursuant to the provisions of the UniformCommercial Code in effect in the State (the “UCC”; terms defined in the UCC that are not otherwisedefined in this Mortgage or in any other Secured Note Document are used herein as defined in theUCC) which are applicable to secured transactions; it being understood and agreed that theImprovements, Fixtures, Property Rights and Premises are part and parcel of the Land (referred tocollectively herein as the “Real Property”) appropriated to the use thereof and, whether affixed orannexed to the Real Property or not, shall, so far as permitted by applicable law, be deemed to form apart and parcel of the Land and for the purposes of this Mortgage be deemed conclusively to be realestate that is covered by the lien of this Mortgage and mortgaged hereby, and the liens and rights ofMortgagee under this Mortgage with respect to the Real Property shall not be impaired by the securityinterests granted hereunder. TO HAVE AND TO HOLD the Mortgaged Property, properties, rights and privileges herebyconveyed or assigned, or intended so to be, unto Mortgagee, for the benefit of the Secured Parties andtheir respective successors and assigns, forever for the uses and purposes herein set forth. Mortgagor(on behalf of itself and all Persons now or hereafter claiming by, through or under Mortgagor) herebyreleases and waives all rights under and by virtue of the homestead exemption laws, if any, of the Stateand Mortgagor hereby covenants, represents and warrants that, at the time of the delivery of thesepresents, Mortgagor has full legal and equitable [fee simple][and][leasehold] title to the Premises, andgood title or valid rights and interests in and to the balance of the Mortgaged Property, with full powerand lawful authority to assign, bargain, sell, pledge, grant, remise, release, alien, convey, hypothecate,mortgage and warrant to Mortgagee for itself and for the benefit of the Secured Parties and their

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respective successors and assigns, the Mortgaged Property as set forth herein, and that the title to theMortgaged Property is free and clear of all Liens and other encumbrances, except for the Liens set forthon Exhibit [“B”][“C”] hereto to the extent the same constitute Permitted Collateral Liens (the “PermittedLiens”). Mortgagor shall forever warrant, defend and preserve such title and the validity and first lienpriority of the lien of this Mortgage and shall forever warrant and defend the same, subject only to thePermitted Liens, to Mortgagee for itself and for the Secured Parties and their respective successors andassigns against the claims of all Persons whatsoever. The foregoing granting language is intended to grant in favor of Mortgagee a first prioritycontinuing lien and security interest in all of the Mortgaged Property. Mortgagor authorizes Mortgageeand its counsel to file UCC financing statements (and continuations thereof) in form and substancesatisfactory to Mortgagee, describing the collateral as all assets of Mortgagor, all Mortgaged Propertyof Mortgagor or using words with similar effect. Nothing herein contained shall be construed as constituting Mortgagee a mortgagee-in-possession in the absence of the taking of actual possession and control of the Mortgaged Property bythe Mortgagee. Nothing contained in this Mortgage shall be construed as imposing on Mortgagee anyof the obligations of the lessor under any Lease in the absence of an explicit written assumption thereof(on a case-by-case basis) by Mortgagee. In the exercise of the powers herein granted to Mortgagee,no liability shall be asserted or enforced against Mortgagee, all such liability being hereby expresslywaived and released by Mortgagor (on behalf of itself and all Persons now or hereafter claiming by orthrough Mortgagor, except to the extent any such liability is determined by a court of competentjurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willfulmisconduct of Mortgagee). 1.2 Assignment of Leases and Rents. (a) As additional security for the Secured Obligations secured hereby, Mortgagor(i) does hereby unconditionally and absolutely pledge and assign to Mortgagee, for the benefit of theSecured Parties, from and after the date hereof (including any period of redemption), primarily and on aparity with the Real Property, and not secondarily, all of Mortgagor’s right, title and interest in and to allcurrent and future Leases and Rents; it being intended by Mortgagor that this assignment constitutes apresent, absolute assignment and not an assignment for additional security only; and (ii) does herebytransfer and assign to Mortgagee, for the benefit of the Secured Parties, all such Leases (including all ofMortgagor’s rights under any contracts for the sale of any portion of the Mortgaged Property). Nevertheless, subject to the terms of Section 4.2 (j) of this Mortgage, Mortgagee hereby grants toMortgagor, until an Actionable Event of Default shall have occurred, a revocable license to (i) collectand use the Rents as they become due and payable under the Leases, but not more than one month inadvance thereof (unless otherwise required by the terms of any such related agreement), and (ii) enforcethe terms of the Leases; provided, however, that the existence of such license or any revocation thereofshall not operate to subordinate this assignment in any respect. (b) Mortgagor further agrees to execute and deliver such assignments of Leases(including land sale contracts or other agreements) as Mortgagee may from time to time reasonablyrequest (which contracts or other agreements shall be in form and substance reasonably acceptable toMortgagee).

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(c) Without limiting any other rights or remedies herein or in the other SecuredNote Documents, upon the occurrence of an Actionable Event of Default: (1) the license granted hereinshall be automatically revoked (and notice of the same shall be delivered to Mortgagor); (2) upondemand from Mortgagee, Mortgagor shall deliver to Mortgagee all of the Leases with such additionalassignments thereof as the Mortgagee may request in its sole discretion; and (3) Mortgagor herebyauthorizes and directs all tenants, purchasers or other Persons occupying or otherwise acquiring anyinterest in any part of the Real Property to pay the Rents due under the Leases to the Mortgagee uponwritten request of the Mortgagee and such tenants, purchasers and parties may rely on such notice byMortgagee. (d) Mortgagor hereby appoints Mortgagee as its true and lawful attorney in fact to,upon the occurrence of an Actionable Event of Default, manage (or cause a receiver to be appointed tomanage) said Mortgaged Property and collect the Rents, with full power to bring suit for collection ofthe Rents and possession of the Real Property, giving and granting unto said Mortgagee and unto itsagents and attorneys full power and authority to do and perform all and every act and thing whatsoeverrequisite and necessary to be done in the protection of the security hereby conveyed, including thetaking of such actions set forth in this Section and elsewhere in this Mortgage; provided, however, thatneither this power of attorney nor this assignment of rents shall be construed as an obligation uponMortgagee to take any action, incur any expense or perform or discharge any obligation, duty or liabilitywhatsoever, with respect to the Mortgaged Property, the Leases, the Rents, or otherwise; and providedfurther, that at such time as, in Mortgagee’s sole determination, no Actionable Event of Default exists oris continuing, Mortgagor’s right to manage the Mortgaged Property shall be immediately reinstated. Any entering upon and taking possession and control of the Mortgaged Property by Mortgagee or thereceiver and any application of Rents as provided herein shall not cure or waive any Event of Default orinvalidate any other right or remedy of Mortgagee. This power of attorney and assignment of rents isand shall remain irrevocable until the Secured Obligations secured by this Mortgage are indefeasiblysatisfied and paid in full and this Mortgage is released of record by Mortgagee, and such release of thisMortgage of record by Mortgagee shall act as a revocation of this power of attorney and assignment ofrents. 1.3 Security Agreement. This Mortgage is both a real property mortgage and a “securityagreement” within the meaning of the UCC. The Mortgaged Property includes both real and personalproperty and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in theMortgaged Property. By executing and delivering this Mortgage, Mortgagor has granted to Mortgagee,as security for the Secured Obligations, a security interest in the UCC Collateral to the full extent thatthe UCC Collateral may be subject to the UCC. Mortgagor agrees to execute, deliver and file or refile,and hereby authorizes Mortgagee to prepare and file or refile, without any additional consent orauthorization by Mortgagor, and as Mortgagor’s attorney-in-fact, any financing statement, continuationstatement, or other instruments Mortgagee may reasonably require from time to time to perfect, correct,continue or renew such security interest under the UCC. For purposes of the security interests hereingranted, the address of “Debtor” (Mortgagor) and the address of “Secured Party” (Mortgagee) are setforth in the first paragraph of this Mortgage. 1.4 Fixture Filing. With respect to any portion of the Mortgaged Property that is of a naturesuch that a security interest therein can be perfected under the UCC, this Mortgage shall also constitutea security agreement, fixture filing and financing statement for the purposes of the UCC upon all of theMortgaged Property that is or is to become “fixtures” (as that term is defined in the UCC), upon beingfiled for record in the real estate records of the County wherein such fixtures are located. Mortgagor

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agrees to execute, deliver and file or refile, and hereby authorizes Mortgagee to prepare and file orrefile, without any additional consent or authorization by Mortgagor, and as Mortgagor’s attorney-in-fact, any financing statement, continuation statement, or other instruments Mortgagee may reasonablyrequire from time to time to perfect, correct, continue or renew such security interest under the UCC. For purposes of the security interests herein granted, the address of “Debtor” (Mortgagor) and theaddress of “Secured Party” (Mortgagee) are set forth in the first paragraph of this Mortgage. [Forinformational purposes only, the name of the fee owner of the Land subject to the Subject Lease islisted on Exhibit “B” attached hereto and made a part hereof.]The following provisions shall also constitute an integral part of this Mortgage: ARTICLE II – ADDITIONAL AGREEMENTS, REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1 Payment of Taxes on the Mortgage. Without limiting any of the provisions of theIndenture or the other Secured Note Documents, Mortgagor agrees that, if the United States or anydepartment, agency or bureau thereof or if the State or any of its subdivisions having jurisdiction shall atany time require documentary stamps to be affixed to this Mortgage or shall levy, assess, or charge anytax, assessment or imposition upon this Mortgage or the Secured Obligations secured hereby or theinterest of Mortgagee in the Premises or upon Mortgagee by reason of or as holder of any of theforegoing, including without limitation, any tax, interest or penalty arising in connection with therecordation of this Mortgage or the imposition of documentary stamps or taxes, intangibles taxes or thelike (i) Mortgagor shall (x) pay any such taxes, assessments or impositions at or prior to the time theybecome due and payable and (y) provide to Mortgagee, within ten (10) Business Days after any suchtaxes, assessments or impositions become due and payable, and at any other times upon request fromMortgagee, copies of official receipts showing payment of all such taxes, assessments and chargeswhich Mortgagor pays hereunder, and (ii) Mortgagor shall and hereby agrees to indemnify each of theIndemnitees (as hereinafter defined) against any Losses (as hereinafter defined) suffered by suchIndemnitees on account of such documentary stamps, taxes, assessments or impositions, whether suchliability arises before or after payment of the Secured Obligations and regardless of whether thisMortgage shall have been released. The indemnification obligations set forth in this Section shall survivethe expiration, termination or release of this Mortgage. 2.2 Leases Affecting the Real Property. Mortgagor agrees faithfully to perform in allmaterial respects its obligations under all present and future Leases, and to refrain from any action orinaction which would result in termination of any such Leases, or in the diminution of the value thereof orof the Rents due thereunder, except as otherwise permitted under each of the Indentures and the otherSecured Note Documents. All future Leases made after the effective date of this Mortgage shall includecommercially reasonable provisions requiring the lessees thereunder, at Mortgagee’s option and withoutany further documentation, to attorn to Mortgagee as lessor if for any reason Mortgagee becomeslessor thereunder, and to pay rent to Mortgagee during the continuance of an Actionable Event ofDefault, upon and following notice thereof. In addition, Mortgagee shall have the right at any timehereafter, upon notice to the applicable lessee thereunder, but without any further documentation orconsent, to unilaterally subordinate the lien of this Mortgage to any Lease. 2.3 Use of the Mortgaged Property. Mortgagor covenants: (a) to keep the MortgagedProperty in good condition and repair, subject to ordinary wear and tear; (b) except with the writtenconsent of Mortgagee, (which consent shall not be unreasonably withheld, conditioned or delayed ), not

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to remove or demolish the Mortgaged Property or any part thereof, except for the removal ofobsolescent items, and the replacement thereof as necessary to continue to operate the MortgagedProperty in basically the same condition as existed on the date hereof, not to materially alter, restore oradd to the Mortgaged Property and not to initiate or acquiesce in any change in any zoning or other landclassification which adversely affects the Real Property, this Mortgage or the liens, rights or interestsgranted or purported to be granted hereunder in favor of Mortgagee; (c) subject to any requirements inSection 4.3 of each of the Indentures as to the application of insurance or other proceeds, to completeor restore promptly and in good and workmanlike manner the Mortgaged Property and any part thereofwhich may be damaged or destroyed following the receipt of insurance proceeds or otherwise complywith the requirements of Section 4.3 of each of the Indentures; (d) to comply in all material respectswith all applicable laws, and all covenants, conditions, restrictions and equitable servitudes, whetherpublic or private, of every kind of character which affect the Real Property or pertain to acts committedor conditions existing thereon, including, without limitation, any work, alteration, improvement ordemolition mandated by such applicable laws; (e) not to commit or permit intentional waste of the RealProperty; (f) to do all other acts which from the character or use of the Real Property may bereasonably necessary to maintain and preserve its value; (g) not to permit the public to use the RealProperty in any manner that might tend, in Mortgagee’s reasonable judgment, materially and adverselyto impair Mortgagor’s title to such Real Property or any portion thereof or to make possible any claimor claims of easement by prescription or of implied dedication to public use, other than the PermittedLiens; and (h) not to use or knowingly permit the use of any part of the Mortgaged Property for anillegal purpose or in material violation of applicable laws. 2.4 Compensation; Exculpation; Indemnification. (a) Without limiting any indemnification Mortgagor, Company or any otherGuarantor has granted in any Indenture or other Secured Note Document, Mortgagor agrees toindemnify and hold harmless Mortgagee, the other Secured Parties and the respective officers,directors, employees, agents, successors and assigns of any of the foregoing (each an “Indemnitee”)from and against any and all losses, suits, liabilities, obligations, fines, damages, judgments, penalties,claims, charges, costs and expenses (including all reasonable attorneys’ fees, court costs anddisbursements)(the “Losses”) which may be imposed on, incurred or paid by or asserted against theMortgaged Property or any Indemnitee in connection with or arising out of or relating to the mattersreferred to in this Mortgage, including without limitation, Losses arising out of or relating to (i) any claimsof slander of title, or any inaccuracy with respect to the legal description; (ii) Mortgagor’s failure toobserve, perform or discharge any of its covenants, obligations, agreements or duties under or breach ofany of its representations or warranties made in this Mortgage; (iii) the enforcement of any of the rightsand remedies of Mortgagee or any Secured Party under this Mortgage; (iv) any accident, injury, deathor damage to any Person or Mortgaged Property occurring in, on or about the Mortgaged Property orany street, drive, sidewalk, curb or passageway adjacent thereto; (v) any other transaction arising out ofor in any way connected with the Mortgaged Property; or (vi) any suit, action, claim, proceeding orgovernmental investigation, pending or threatened, relating to the foregoing, whether based on statute,regulation or order, or tort, or contract or otherwise, and regardless of whether any Indemnitee is aparty thereto relating to any of the foregoing; provided that the foregoing indemnity shall not apply to theextent such Losses are determined by a court of competent jurisdiction by final and non-appealablejudgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided,further, that any Losses hereunder shall exclude any claims relating to any act or omission first occurringon or after the date that is three hundred and sixty-six (366) days after the later of the indefeasiblepayment in full of the Secured Obligations and the termination and release of this Mortgage; however,

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the foregoing limitation shall not limit or be deemed to limit any other indemnification obligations underthe Indentures or the other Secured Obligations. (b) Mortgagor shall pay all amounts, indebtedness and obligations arising under thisSection 2.4 immediately upon demand by Mortgagee together with interest thereon from the date thesame arises at the highest rate of interest then applicable to the principal balance of any outstandingSecured Notes as specified therein. (c) This Section 2.4 and the indemnities and other protections and agreementsprovided herein shall survive the resignation, removal or replacement of Mortgagee, any assignment ofrights by, or the replacement of a Lender, and the payment, satisfaction or discharge of any or allSecured Obligations, the termination of this Mortgage or the Indentures or either of them, or any otherSecured Notes Document. 2.5 Insurance and Casualty. (a) Mortgagor shall, at its sole expense, obtain and maintain for the benefit ofMortgagee and all other Secured Parties, such Mortgaged Property, casualty, general commercialliability and other insurance on the Premises and other insurable Mortgaged Property now or hereaftererected or otherwise placed in or on said Premises as required by any Indenture or other Secured NoteDocument. Such insurance shall include, without limitation, insurance for the full replacement cost of theMortgaged Property carried by Mortgagor at all times. (b) Additionally, if any of the improvements located on the Premises are located inan area identified by the Federal Emergency Management Agency, the Federal InsuranceAdministration or other applicable governmental authority as a “100 year flood plain” or as a SpecialFlood Hazard Area (including Zones A and V) (a “SFHA”), Mortgagor shall, at its expense, obtain andmaintain flood insurance under the National Flood Insurance Program (“NFIP”) for the Premises in anamount sufficient to comply with the limit of coverage requirements under the NFIP applicable to thePremises, with a deductible not in excess of $100,000, and otherwise meeting the insurancerequirements set forth in the Indenture. Any such policy must state the proper SFHA zone for thePremises. SPECIAL NOTICE: Notice is hereby given to Mortgagor that, if Mortgagor fails to renew orkeep in effect adequate flood insurance on the Premises during the time that the NFIP mandates floodinsurance coverage, Federal law requires Mortgagee to purchase the flood insurance for the Premisesand authorizes Mortgagee to charge Mortgagor the cost of premiums and fees incurred in purchasingthe insurance. Any flood insurance that Mortgagee purchases may not fully protect Mortgagor’s interestand equity in the Premises and will likely be substantially more expensive than the insurance Mortgagormay obtain. (c) Mortgagor shall promptly give Mortgagee written notice of any loss, damage ordestruction to the Mortgaged Property, in whole or in part, by fire or other casualty (a “CasualtyEvent”) which is expected to exceed $1,000,000.00. All insurance proceeds paid to Mortgagor as aresult of any Casualty Event shall be applied in accordance with the provisions of Section 4.03 of eachof the Indentures, provided that the same shall not affect the Lien, security interest and security title ofthis Mortgage or the Secured Obligations of Mortgagor hereunder.

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2.6 Condemnation Awards. (a) In case of a taking of or damage to all or any part of the Mortgaged Property asa result of, or a sale thereof in lieu of or in anticipation of, the exercise of the power of condemnation oreminent domain, or the commencement of any proceedings or negotiations which might result in such ataking, damage or sale the claim for which is expected to exceed $250,000, Mortgagor shall promptlygive Mortgagee written notice thereof, generally describing the nature of such taking, damage, sale,proceedings or negotiations and the nature and extent of the taking, damage or sale which has resultedor might result therefrom, as the case may be, together with a copy of each and every document relatingthereto received by Mortgagor, and, to the extent the claim is expected to exceed $500,000.00,Mortgagee shall have the right, but not the obligation to participate with Mortgagor in such proceedingsor negotiations. Mortgagor will, in good faith and with due diligence, file and prosecute what would,absent this Mortgage, be its claims for any such award, payment or consideration and will cause thesame to be collected and applied in accordance with Section 4.03 of each of the Indentures. If anysuch award, payment or consideration is applied to the restoration or repair of the Mortgaged Property,Mortgagee shall not be liable to supervise such restoration or repair or to supervise the disbursement ofsuch award, payment or consideration thereof. (b) Condemnation Proceeds. Notwithstanding the foregoing, all compensation,awards, damages, rights of action, and proceeds awarded to Mortgagor by reason of any such takingor received by Mortgagor as the result of a transfer in lieu of a taking (the “Condemnation Proceeds”)shall be applied in accordance with the provisions of Section 4.03 of each of the Indentures, providedthat any such application of the Condemnation Proceeds shall not affect the Lien, security interest andsecurity title of this Mortgage or the Secured Obligations of Mortgagor hereunder. ARTICLE III – RESERVED 3.1 Concerning Mortgagee; Attorney-in-Fact. (a) WILMINGTON SAVINGS FUND SOCIETY, FSB has been appointed toact as the Collateral Agent under the Collateral Agency and Intercreditor Agreement, by the SecuredParties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands,to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking anyaction (including the release or substitution of Mortgaged Property), solely in accordance with theCollateral Agency and Intercreditor Agreement and this Mortgage and the Indentures, provided that theCollateral Agent shall exercise, or refrain from exercising, any remedies provided for herein inaccordance with the Act of the Applicable Authorized Representative, subject to the protections setforth in Article IV of the Collateral Agency and Intercreditor Agreement. In furtherance of the foregoingprovisions of this ‎Section 3.1(a), each Secured Party, by its acceptance of the benefits hereof, agreesthat it shall have no right individually to realize upon any of the Mortgaged Property hereunder, it beingunderstood and agreed by such Secured Party that all rights and remedies hereunder may be exercisedsolely by the Collateral Agent for the ratable benefit of the Secured Parties in accordance with the termsof this ‎Section 3.1(a). In connection with this Mortgage, Mortgagee shall have all rights, privileges,protections, indemnities, exculpations and immunities in favor of the Collateral Agent under Article IV ofthe Collateral Agency and Intercreditor Agreement, including, without limitation, (i) the right to requestwritten instructions or confirmations from the Applicable Authorized Representative prior to taking anyaction hereunder, (ii) the right to appoint designees, sub-agents, or attorneys-in-fact to exercise anyrights and powers conferred on Mortgagee hereunder, and (iii) the right to request that the Applicable

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Authorized Representative make or confirm any approval, determination, designation, or judgment to bemade by Mortgagee herein. Mortgagor and all other Persons shall be entitled to rely on releases,waivers, consents, approvals, notifications and other acts of Mortgagee without inquiry into theexistence of required consents or approvals of the Secured Parties therefor. (b) The Collateral Agent hereunder shall at all times be the same Person that is theCollateral Agent under the Collateral Agency and Intercreditor Agreement. Written notice ofresignation by the Collateral Agent pursuant to Section 5.1 of Collateral Agency and IntercreditorAgreement also constitutes notice of resignation as Collateral Agent under this Mortgage; removal of theCollateral Agent pursuant to Section 5.1 of Collateral Agency and Intercreditor Agreement shall alsoconstitute removal under this Mortgage; and appointment of a successor Collateral Agent pursuant toSection 5.2 of the Collateral Agency and Intercreditor Agreement shall also constitute appointment of asuccessor Collateral Agent under this Mortgage. Upon the acceptance of any appointment assuccessor Collateral Agent under Section 5.2 of the Collateral Agency and Intercreditor Agreement bya successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and becomevested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent underthis Mortgage, and the retiring or removed Collateral Agent under this Mortgage shall promptly (1)transfer to such successor Collateral Agent all sums, securities and other items of Mortgaged Propertyheld hereunder, together with all records and other documents necessary or appropriate in connectionwith the performance of the duties of the successor Collateral Agent under this Mortgage and (2)execute and deliver to such successor Collateral Agent or otherwise authorize the filing of suchamendments to this Mortgage and financing statements and take such other actions, as may benecessary or appropriate in connection with the assignment to such successor Collateral Agent of thelien and security interests created hereunder, whereupon such retiring or removed Collateral Agent shallbe discharged from its duties and obligations under this Mortgage. After any retiring or removedCollateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of this Mortgageshall inure to its benefit as to any actions taken or omitted to be taken by it under this Mortgage while itwas Collateral Agent hereunder. (c) Neither the Collateral Agent nor any of its officers, directors, employees oragents shall be liable to any party for any action taken or omitted to be taken by any of them under or inconnection with this Mortgage (except for its or such other Person’s own gross negligence or willfulmisconduct, as determined in a final non-appealable judgment of a court of competent jurisdiction). 3.2 Authority of Mortgagee. Mortgagor acknowledges that the rights and responsibilities ofthe Mortgagee under this Mortgage with respect to any action taken by Mortgagee or the exercise ornon-exercise by Mortgagee of any option, voting right, request, judgment or other right or remedyprovided for herein or resulting or arising out of this Mortgage shall, as between Mortgagee and theSecured Parties, be governed by the Collateral Agency and Intercreditor Agreement, and by such otheragreements with respect thereto as may exist from time to time among them, but, as between Mortgageeand Mortgagor, Mortgagee shall be conclusively presumed to be acting as agent for the applicableSecured Parties with full and valid authority so to act or refrain from acting, and Mortgagor shall not beunder any obligation, or entitlement, to make any inquiry respecting such authority. 3.3 No Liability of Mortgagee. Neither the acceptance hereof nor the exercise of the rightsand remedies hereunder nor any other action on the part of Mortgagee or any Person exercising therights of Mortgagee hereunder shall be construed to (i) be an assumption by Mortgagee or any suchPerson or to otherwise make Mortgagee or such Person liable or responsible for the performance of

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any of the obligations of Mortgagor under or with respect to the Leases or for any Rent, securitydeposit or other amount delivered to Mortgagor, provided that Mortgagee or any such Personexercising the rights of Mortgagee shall be accountable for any Rents, security deposits or otheramounts actually received by Mortgagee or such Person, as the case may be; or (ii) obligate Mortgageeor any such Person to take any action under or with respect to the Leases or with respect to theMortgaged Property, to incur any expense or perform or discharge any duty or obligation under or withrespect to the Leases or, with respect to the Mortgaged Property, to appear in or defend any action orproceeding relating to the Leases or the Mortgaged Property, to constitute Mortgagee as a mortgagee-in-possession (unless Mortgagee actually enters and takes possession of the Mortgaged Property), or tobe liable in any way for any injury or damage to Persons or property sustained by any Person in orabout the Mortgaged Property, other than to the extent caused by the willful misconduct or grossnegligence of Mortgagee or any Person exercising the rights of Mortgagee hereunder, as determined in afinal non-appealable judgment of a court of competent jurisdiction. ARTICLE IV – EVENTS OF DEFAULT; REMEDIES 4.1 Events of Default. The term “Actionable Event of Default” as used herein shall havethe meaning ascribed to such term pursuant to the Collateral Agency and Intercreditor Agreement. 4.2 Remedies. Subject to the provisions of the Indenture and the Collateral Agency andIntercreditor Agreement, upon the occurrence and during the continuance of an Actionable Event ofDefault, Mortgagor agrees that, in addition to any rights and remedies provided for in this Mortgage,and each of the Indentures and the other Secured Note Documents, Mortgagee may without furthernotice or demand (except as required by applicable law or expressly provided for herein or in the otherSecured Note Documents) and without releasing Mortgagor from its obligations, pursue any and allrights and remedies provided for herein or in any other Secured Note Document, or at law or equity,including, but not limited to, the following actions, each of which may be pursued concurrently orotherwise, at such time and in such order as Mortgagee may determine, without impairing or otherwiseaffecting the other rights and remedies of Mortgagee: (a) Perform or attempt to perform any covenant that Mortgagor has failed to keepor perform in such manner and to such extent as may be deemed by Mortgagee to protect theMortgaged Property covered by this Mortgage and enter upon the Premises where the MortgagedProperty is located to inspect, repair, protect and care for the Mortgaged Property and advance suchsums of money for that purpose as by Mortgagee may be reasonably deemed necessary or advisable;provided that Mortgagee shall have no obligation to take or perform any such action or make any suchpayment; and provided further that no such action or payment by Mortgagee shall constitute a waiver ofany such default. (b) Commence, appear in or defend any action or proceeding affecting orpurporting to affect all or any portion of the Mortgaged Property covered by this Mortgage, or the lienor validity of this Mortgage, whether brought by or against Mortgagor or Mortgagee or with respect tothe Secured Obligations. (c) Pay, purchase, contest or compromise any claim, debt, lien, charge orencumbrance which adversely affects the Mortgaged Property covered by this Mortgage or the lien orvalidity of this Mortgage, the interests of Mortgagee, or the rights, powers and duties of Mortgageehereunder; provided that Mortgagee shall have no obligation to take or perform any such action or

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make any such payment; and provided further that no such action or payment by Mortgagee shallconstitute a waiver of any such default. (d) Apply to a court of competent jurisdiction for the appointment of a receiver ofthe Mortgaged Property, and as a matter of right, whether or not the value of the Mortgaged Propertyexceeds the Indebtedness or other Secured Obligations secured hereby, whether or not waste ordeterioration of the Mortgaged Property has occurred, without regard to the solvency or insolvency ofthe Mortgagor and whether or not other arguments based on equity would justify the appointment. TheMortgagor irrevocably, with knowledge and for valuable consideration, consents to the appointment ofa receiver, to the full extent permitted by applicable laws. In connection with any action brought byMortgagee for appointment of a receiver as allowed herein, Mortgagor hereby consents to andconfesses to the jurisdiction and venue of any competent court within the State in which the Premises issituated. Any such receiver shall have all the rights and powers customarily given to receivers in saidState, including the rights and powers granted to the Mortgagee by this Mortgage, the power tomaintain, lease and operate the Mortgaged Property on terms approved by the court, and the power tocollect all rents, income and profits generated by the Mortgaged Property and apply them to theIndebtedness and the other Secured Obligations or otherwise as the court may direct. Any moneyadvanced by Mortgagee in connection with any such receivership shall be a demand obligation owing byMortgagor to Mortgagee, shall bear interest from the date of such advance at the highest rate set forthfor overdue payments of principal in each of the Indentures (the “Default Rate”), shall be added to andbecome part of the Secured Obligations secured hereby. Once appointed, subject to the court’sdirection, a receiver may at the Mortgagee’s option remain in place until the Indebtedness and the otherSecured Obligations have been indefeasibly paid in full, including the time covered by foreclosureproceedings and the period of redemption, if any. (e) Sell at public auction to the highest bidder for cash or upon credit, with orwithout having taken possession of same, the Mortgaged Property or any part thereof and all estate,claim, demand, right, title and interest of Mortgagor therein and rights of redemption thereof, pursuant topower of sale or otherwise, at one or more sales, as an entirety or in parts or parcels, at such time andplace, upon such terms and after such notice thereof as may be required or permitted by law; andwithout limiting the foregoing: (i) Mortgagee shall be entitled to elect to treat any of the Mortgaged Propertywhich consists of (x) a right in action, or (y) Mortgaged Property that can be severed from thePremises covered hereby, or (z) any improvements, as if the same were personal property, anddispose of the same in accordance with applicable law, separate and apart from the sale of theremaining Premises; (ii) Mortgagee may elect to exercise its rights and remedies, or proceed against,any or all of the Mortgaged Property in such order and in any manner as is now or hereafterpermitted by applicable law; and if Mortgagee so elects pursuant to applicable law, the powerof sale herein granted shall be exercisable with respect to all or any of the Mortgaged Propertycovered hereby, including, without limitation, the Premises and the UCC Collateral, asdesignated by Mortgagee; (iii) Should Mortgagee elect to sell any portion of the Mortgaged Property whichconsists of any UCC Collateral together with the Premises in accordance with the applicableState laws governing a sale of the Premises, Mortgagee shall give such notice of the occurrence

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of any Actionable Event of Default and its election to sell such Mortgaged Property as may thenbe required by such laws. Thereafter, upon the giving of such notice of sale and the expirationof any time period as may then be required by such laws, subject to the terms hereof and of theother Secured Note Documents, and without the necessity of any demand on Mortgagor,Mortgagee, at the time and place specified in the notice of sale, shall sell such MortgagedProperty or part thereof at public sale to the highest bidder; provided that Mortgagee may set aminimum bid for such Mortgaged Property being sold. Mortgagee may from time to time cancelor postpone any sale hereunder and the same shall not cancel or impair its rights or the lienshereunder; (iv) If the Mortgaged Property consists of several lots, parcels or items of property,Mortgagee may, subject to applicable law, (A) designate the order in which such lots, parcelsor items shall be offered for sale or sold, or (B) elect to sell such lots, parcels or items through asingle sale, or through two or more successive sales, or in any other manner Mortgageedesignates in Mortgagee’s sole discretion. Should Mortgagee desire that more than one sale orother disposition of the Mortgaged Property be conducted, Mortgagee shall, subject toapplicable law, cause such sales or dispositions to be conducted simultaneously, orsuccessively, on the same day, or at such different days or times and in such order asMortgagee may designate, and no such sale shall terminate or otherwise affect the lien of thisMortgage on any part of the Mortgaged Property not sold until all of the Secured Obligationshave been satisfied in full. Mortgagor agrees to pay the costs and expenses of each such saleand of any judicial proceedings wherein such sale may be made, including, without limitation,transfer taxes with respect thereto. Any sale made hereunder may be adjourned byannouncement at the time and place appointed for such sale without further notice except asmay be required by law. Any sale made hereunder may, in lieu of cash, be upon credit bid orupon such other terms and conditions as Mortgagee may from time to time hereafter elect. Thesale of less than the whole of the Mortgaged Property shall not exhaust the power of sale hereingranted, and Mortgagee is specifically empowered to make successive sale or sales under suchpower until the whole of the Mortgaged Property shall be sold and, if the proceeds of such saleof less than the whole of the Mortgaged Property shall be less than the aggregate amount of theSecured Obligations secured hereby and the expense of executing such sale or sales asprovided herein, this Mortgage and the lien hereof shall remain in full force and effect as to theunsold portion of the Mortgaged Property just as though no sale had been made; provided,however, that Mortgagor shall never have any right to require the sale of less than the whole ofthe Mortgaged Property but Mortgagee shall have the right, at its sole election, to sell less thanthe whole of the Mortgaged Property; and (v) After each sale, Mortgagee shall make to the purchaser or purchasers at suchsale good and sufficient conveyances in the name of the Mortgagor, conveying the MortgagedProperty so sold to the purchaser or purchasers in fee simple title with general warranty of title,and shall receive the proceeds of said sale or sales and apply the same as herein provided. Payment of the purchase price to Mortgagee shall satisfy the obligation of purchaser at such saletherefor, and such purchaser shall not be responsible for the application thereof. In the eventany sale hereunder is not completed or is defective in the opinion of Mortgagee, such sale shallnot exhaust the power of sale hereunder and Mortgagee shall have the right to cause asubsequent sale or sales to be made hereunder. Any and all statements of fact or other recitalsmade in any deed or deeds given by Mortgage or its designee or agent as to nonpayment of theSecured Obligations secured hereby, or as to the occurrence of an Actionable Event of Default,

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or as to Mortgagee having declared all of such Secured Obligations to be due and payable, oras to the request to sell, or as to notice of time, place and terms of sale and of the properties tobe sold having been duly given, or as to any other act or thing having been duly done byMortgagee or its designee or agent, shall be taken as conclusive evidence of the truth of thefacts so stated and recited. Mortgagee and its successors may appoint or delegate any one ormore Persons as agent or designee to perform any act or acts necessary or incident to any saleheld by Mortgagee or its designee or agent, including the posting of notices and the conduct ofsale, in the name and on behalf of Mortgagee or its designee and its or their successors. (f) This Mortgage may be foreclosed as to any of the Mortgaged Property in anymanner permitted by the laws of the State, and any foreclosure suit may be brought by Mortgagee. Inthe event a foreclosure hereunder shall be commenced, Mortgagee may at any time before the sale ofthe Mortgaged Property abandon the sale, and may then institute suit for the collection of the SecuredObligations, and for the foreclosure of this Mortgage. It is agreed that if Mortgagee should institute asuit for the collection of the Secured Obligations and for the foreclosure of this Mortgage, Mortgageemay at any time before the entry of a final judgment in said suit dismiss the same, and sell the MortgagedProperty in accordance with the provisions of this Mortgage. (g) Mortgagee shall have the right to proceed with foreclosure of the liens andsecurity interests evidenced hereby without declaring the entire Secured Obligations due, and in suchevent any such foreclosure sale may be made subject to the unmatured part of the Secured Obligations;and any such sale shall not in any manner affect the unmatured part of the Secured Obligations, but as tosuch unmatured part, this Mortgage shall remain in full force and effect just as though no sale had beenmade. (h) Mortgagee shall have the right to become the purchaser at any sale held by itsagents or designees or any receiver or public officer, and Mortgagee purchasing at any such sale shallhave the right to credit upon the amount of the bid made therefor, to the extent necessary to satisfy suchbid, the Secured Obligations. (i) Mortgagee shall, at its option, have the right, either with or without process oflaw, forcibly or otherwise, to enter upon and take possession of the Mortgaged Property, expel andremove any Persons, goods, or chattels occupying or upon the same, to the extent permitted underapplicable State laws, to collect or receive all the Rents, and to manage and control the same, and tolease the same or any part thereof, from time to time, and, after deducting all reasonable attorneys’ feesand expenses, and all reasonable expenses incurred in the protection, care, maintenance, managementand operation of the Mortgaged Property, distribute and apply the remaining net income in accordancewith the terms of the Indenture or upon any deficiency decree entered in any foreclosure proceedings. (j) The license granted to Mortgagor under Section 1.2 hereof shall automaticallybe revoked and Mortgagee may enter into or upon the Mortgaged Property, either personally or by itsagents, nominees or attorneys and dispossess Mortgagor and its agents and servants therefrom, withoutliability for trespass, damages or otherwise (except for damage caused by the willful misconduct orgross negligence of Mortgagee or its agents) and exclude Mortgagor and its agents or servants whollytherefrom, and take possession of all books, records and accounts relating thereto and Mortgagoragrees to surrender possession of the Mortgaged Property and of such books, records and accounts toMortgagee upon demand, and thereupon Mortgagee may, but without any obligation to do so (i) use,operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of

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the Mortgaged Property and conduct the business thereat; (ii) complete any construction on theMortgaged Property in such manner and form as Mortgagee deems advisable; (iii) make alterations,additions, renewals, replacements and improvements to or on the Mortgaged Property; (iv) exercise allrights and powers of Mortgagor with respect to the Mortgaged Property, whether in the name ofMortgagor or otherwise, including, without limitation, the right to make, cancel, enforce or modifyLeases, obtain and evict Tenants, and demand, sue for, collect and receive all Rents of the MortgagedProperty and every part thereof; now existing or hereafter made, and apply the same in accordance withthe provisions of Section 5.2 of this Mortgage; and (v) require Mortgagor to vacate and surrenderpossession of the Mortgaged Property to Mortgagee or to such receiver and, in default thereof,Mortgagor may be evicted by summary proceedings or otherwise. (k) Mortgagee may exercise any and all rights and remedies granted to a securedparty upon default under the UCC, including, without limiting the generality of the foregoing: (i) the rightto take possession of the portion of the UCC Collateral, or any part thereof, and to take such othermeasures as Mortgagee may deem necessary for the care, protection and preservation of the UCCCollateral, and (ii) request Mortgagor at its expense to assemble the UCC Collateral and make itavailable to Mortgagee at a convenient place acceptable to Mortgagee (which may be at the Land ifreasonably practicable with respect to any tangible Mortgaged Property). Any notice of sale,disposition or other intended action by Mortgagee with respect to the UCC Collateral sent toMortgagor in accordance with the provisions hereof at least ten (10) Business Days prior to such action,shall constitute commercially reasonable notice to Mortgagor. Nothing herein pertaining to foreclosure proceedings or specifying particular actions or remediesto be taken by Mortgagee shall be deemed to contradict or add to the requirements and procedures ofState and other laws applicable thereto, and any such conflict or inconsistency shall be resolved in favorof the State or other laws applicable thereto at the time of foreclosure. 4.3 Proceeds of Sale. The proceeds of any sale in foreclosure of the liens evidencedhereby shall be applied in accordance with the terms of Section 5.2 of this Mortgage. 4.4 Delivery of Possession After Foreclosure. In the event there is a foreclosure salehereunder and at the time of such sale Mortgagor or Mortgagor’s representatives, successors or assignsor any other Persons claiming any interest in the Mortgaged Property by, through or under Mortgagorare occupying or using the Mortgaged Property, or any part thereof, each and all shall immediatelybecome the tenant of the purchaser at such sale, which tenancy shall be a tenancy from day-to-day,terminable at the will of either landlord or tenant, at a reasonable rental per day based upon the value ofthe Mortgaged Property occupied, such rental to be due daily to the purchaser. In the event the tenantfails to surrender possession of said property upon demand, the purchaser shall be entitled to instituteand maintain an action for forcible entry and detainer of said property in the [Justice of the Peace Court

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in the Justice Precinct]11 or other appropriate court and jurisdiction in which such property, or any partthereof, is situated. 4.5 Rights in Connection with Bankruptcy. If the Mortgaged Property or any portionthereof or any interest therein becomes property of any bankruptcy estate or subject to any State orfederal insolvency proceeding, or in the event of the filing of any voluntary or involuntary petition underthe Bankruptcy Code, by or against Mortgagor, Company or any other Guarantor, then Mortgageeshall immediately become entitled, in addition to all other relief to which Mortgagee may be entitledunder this Mortgage and the other Secured Note Documents, at law or in equity, to obtain (i) an orderfrom any bankruptcy court or other appropriate court granting immediate relief from the automatic staypursuant to § 362 of the Bankruptcy Code (or similar successor provisions under the BankruptcyCode) so as to permit Mortgagee to pursue its rights and remedies against Mortgagor as providedunder this Mortgage and the other Secured Note Documents and all other rights and remedies ofMortgagee at law and in equity under applicable State laws, and (ii) an order from the bankruptcy courtprohibiting Mortgagor’s use of all “cash collateral” as defined under § 363 of the Bankruptcy Code (orsimilar successor provisions under the Bankruptcy Code). Mortgagor shall not assert or request anyother Person to assert, that the automatic stay under § 362 of the Bankruptcy Code (or similarsuccessor provisions under the Bankruptcy Code) operate or be interpreted to stay, interdict, condition,reduce or inhibit the ability of Mortgagee to enforce any rights it has by virtue of this Mortgage, or anyother rights that Mortgagee has, whether now or hereafter acquired, against any guarantor of theSecured Obligations (including, without limitation, any Guarantor). Mortgagor shall not seek asupplemental stay or any other relief, whether injunctive or otherwise, pursuant to § 105 of theBankruptcy Code (or similar successor provisions under the Bankruptcy Code) or any other provisiontherein to stay, interdict, condition, reduce or inhibit the ability of Mortgagee to enforce any rights it hasby virtue of this Mortgage against any guarantor of the Secured Obligations (including, without limitation,any Guarantor). Any bankruptcy petition or other action taken by Mortgagor to stay, condition, orinhibit Mortgagee from exercising its remedies are hereby admitted by Mortgagor to be in bad faith andMortgagor further admits that Mortgagee would have just cause for relief from the automatic stay inorder to take such actions authorized under State law. ARTICLE V – APPLICATION OF PROCEEDS; CERTAIN WAIVERS AND OTHER AGREEMENTS 5.1 Application of the Rents or Proceeds from Foreclosure or Sale. In any foreclosure orother sale of this Mortgage of all or any portion(s) of the Mortgaged Property, whether by judicialaction or otherwise, any collection of Rents subsequent to any Event of Default, or any otherenforcement action taken under this Mortgage, in addition to any of the terms and provisions of this11 NTD: Local Counsel to confirm or modify as needed.

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Mortgage and each of the Indentures and the other Secured Note Documents, there shall be allowed(and included in decree for sale in the event of a foreclosure by judicial action) to be paid out of theRents or the proceeds of such foreclosure, proceedings and/or sale: (a) Secured Obligations. All of the Secured Obligations which then remain unpaid;(b) Other Advances. All other items advanced or paid by Mortgagee pursuant tothis Mortgage; and (c) Costs, Fees and Other Expenses. All court costs, reasonable attorneys’ fees,paralegals’ fees and other professionals’ fees and expenses, appraiser’s fees, advertising costs, filingfees and transfer taxes, notice expenses, expenditures for documentary and expert evidence,stenographer’s charges, publication costs, other court costs, and costs (which may be estimated as toitems to be expended after entry of the decree, if applicable) of procuring all abstracts of title, titlesearches and examinations, title guarantees, title insurance policies, Torrens certificates and similar datawith respect to title, costs and expenses of taking possession and control of and managing theMortgaged Property and collecting such amounts (including to pay reasonable attorney’s fees,receiver’s fees, premiums on receiver’s bonds, costs of repairs to the Mortgaged Property, premiumson insurance policies, taxes, assessments and other charges on the Mortgaged Property, and the costsof discharging any liability of Mortgagor with respect to the Leases), and all other costs, expenses andliabilities of every character incurred by the Mortgagee in connection with any enforcement action takenunder this Mortgage which Mortgagee in the reasonable exercise of its judgment may deem necessary. All such expenses shall become additional Secured Obligations secured hereby when paid or incurredby Mortgagee in connection with any enforcement action taken with respect to this Mortgage or anyproceedings, including but not limited to probate and bankruptcy proceedings or a deed in lieu offoreclosure, to which Mortgagee shall be a party, either as plaintiff, claimant or defendant, by reason ofthis Mortgage or any Indebtedness or other Secured Obligations hereby secured or in connection withthe preparations for the commencement of any suit for the foreclosure, whether or not actuallycommenced, or sale by advertisement or other enforcement action hereunder. 5.2 Sale Proceeds. The proceeds from any sale (whether through a foreclosure proceedingor Mortgagee’s exercise of the power of sale or otherwise), the application of Rents collected duringthe continuation of any Actionable Event of Default, or any other enforcement action taken byMortgagee hereunder shall be distributed and applied in accordance with the terms of the CollateralAgency and Intercreditor Agreement. 5.3 Right to Perform Mortgagor’s Covenants; Cumulative Remedies; Delay or OmissionNot a Waiver. (a) If Mortgagor has failed to keep or perform any covenant whatsoever containedin this Mortgage, Mortgagee may (but shall not be obligated to) perform or attempt to perform saidcovenant; and any payment made or expense incurred by or on behalf of Mortgagee in the performanceor attempted performance of any such covenant, together with any sum expended by or on behalf ofMortgagee that is chargeable to Mortgagor or subject to reimbursement by Mortgagor under theSecured Note Documents, shall be and become a part of the Secured Obligations, and Mortgagorpromises to pay to Mortgagee, within ten (10) Business Days after Mortgagee’s written demandtherefor (whether such demand occurs prior to, simultaneously with, or subsequent to such time thatCompany may be obligated to repay the Secured Obligations pursuant to the other Secured Note

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Documents) and Mortgagor’s receipt of reasonably detailed evidence of such payments, all sums soincurred, paid or expended by or on behalf of Mortgagee, with interest from the date paid, incurred orexpended by or on behalf of Mortgagee, at the applicable Default Rate. (b) Each remedy or right of Mortgagee shall be in addition to every other remedyor right now or hereafter existing pursuant to this Mortgage and each of the Indentures and the otherSecured Note Documents, at law or in equity. No delay in the exercise or omission to exercise anyremedy or right accruing hereunder shall impair any such remedy or right (so long as such ActionableEvent of Default is continuing) or be construed to be a waiver of any such Actionable Event of Defaultor acquiescence therein, or rights with respect to such Actionable Event of Default, nor shall it affect anysubsequent Actionable Event of Default of the same or different nature. Every such remedy or right maybe exercised concurrently or independently and when and as often as may be deemed expedient byMortgagee. If Mortgagee shall have proceeded to invoke any right, remedy, or recourse permittedunder the Secured Note Documents, at law or in equity, and shall thereafter elect to discontinue orabandon same for any reason, Mortgagee shall have the unqualified right so to do and, in such event,Mortgagor, and Mortgagee shall be restored to their former positions with respect to the SecuredObligations, the Secured Note Documents, the Mortgaged Property or otherwise, and the rights,remedies, recourses and powers of Mortgagee shall continue as if same had never been invoked. 5.4 Waivers. To the maximum extent permitted under applicable Laws, Mortgagorknowingly, voluntarily, and unconditionally agrees that: (a) Mortgagor will not at any time insist upon, plead, claim or take the benefit oradvantage of any law now or hereafter in force pertaining to the rights and remedies of sureties orproviding for any appraisement, valuation, stay, extension or redemption, and Mortgagor, forMortgagor and Mortgagor’s heirs, devisees, representatives, successors and assigns, and for any and allPersons ever claiming any interest in the Mortgaged Property hereby waives and releases all rights ofredemption, valuation, appraisement, stay of execution, notice of intention to mature or declare due thewhole of the Secured Obligations, notice of intent to accelerate, notice of acceleration, and all rights to amarshaling of the assets of Mortgagor, including the Mortgaged Property, or to a sale in inverse order ofalienation in the event of foreclosure of the liens and security interests hereby created. (b) Mortgagor shall not have or assert any right under any statute or rule of lawpertaining to the marshaling of assets, sale in inverse order of alienation, the exemption of homestead,the administration of estates of decedents or other matters whatever to defeat, reduce or affect the rightof Mortgagee under the terms of this Mortgage to a sale of the Mortgaged Property for the collection ofthe Secured Obligations without any prior or different resort for collection, or the right of Mortgageeunder the terms of this Mortgage to the payment of such Secured Obligations out of the proceeds ofsale of the Mortgaged Property in preference to every other claimant whatever. ARTICLE VI – MISCELLANEOUS PROVISIONS 6.1 No Merger. In the event of a foreclosure of this Mortgage or any other mortgage, deedof trust or deeds to secure debt securing the Secured Obligations, the Secured Obligations then due toMortgagee and/or the Secured Parties shall not be merged into any decree of foreclosure entered by thecourt, if applicable, and Mortgagee may concurrently or subsequently seek to foreclose one or moremortgages, deeds of trust, or deeds to secure debt which also secure said Secured Obligations.

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6.2 Notices. All notices required or permitted to be given under this Mortgage shall be sent(and deemed received) in the manner and to the addresses set forth in the Collateral Agency andIntercreditor Agreement, and to the Mortgagor at the address set forth above. Any such noticedelivered to the Mortgagor shall be deemed, for all intents and purposes of the Secured NoteDocuments, to have also been delivered to Company and to each of the other Guarantors, and noticedelivered to the Company pursuant to any of the Secured Note Documents shall be deemed, for allintents and purposes of each of the Secured Note Documents, to have also been delivered to eachGuarantor, including Mortgagor. 6.3 Governing Law. Except where the law of the State is expressly referenced in thisMortgage, this Mortgage and all obligations secured hereby are governed by and to be construed inaccordance with the laws of the State of New York (including Section 5-1401 of New York GeneralObligations Law) without giving effect to applicable principles of conflicts of law to the extent that theapplication of the laws of another jurisdiction would be required thereby. The parties stipulate andagree that the State of New York has a substantial relationship to the underlying transactions related tothis Mortgage and the parties involved. Notwithstanding the foregoing, the parties stipulate and agreethat State law governs issues of creation, perfection and priority of liens on the real propertyencumbered hereby and the procedures for enforcing, in the State, provisional remedies directly relatedto the real property encumbered hereby, including, without limitation, appointment of a receiver. Wherever possible, each provision of this Mortgage shall be interpreted in such manner as to beeffective and valid under applicable law, but if any provision of this Mortgage shall be prohibited by orinvalid under applicable law, such provision shall be ineffective only to the extent of such prohibition orinvalidity, without invalidating the remainder of such provision or the remaining provisions of thisMortgage. 6.4 Releases; Satisfaction of Mortgage; Reconveyance. (a) In accordance with Section 3.1(a)(1) of the Collateral Agency and IntercreditorAgreement, upon payment in full of the Senior Notes, the Exchangeable Notes and all other SecuredObligations that are outstanding, due and payable at the time the Senior Notes and the ExchangeableNotes are paid in full, all of the Mortgaged Property shall be released from the Lien created hereby, andthis Mortgage and all obligations (other than those expressly stated to survive such termination) of theMortgagee and the Mortgagor hereunder shall terminate, all without delivery of any instrument orperformance of any act by any party, and all rights to the Mortgaged Property shall revert to theMortgagor. At the request and sole expense of Mortgagor following any such termination, Mortgageeshall deliver to such Mortgagor any Mortgaged Property held by Mortgagee hereunder, and, subject to,if requested by Mortgagee, Mortgagee’s receipt of a certification by the Company and an opinion ofcounsel stating that such transaction is in compliance with the Secured Note Documents, execute anddeliver to such Mortgagor such documents as such Mortgagor shall reasonably request to evidence suchtermination. Any execution and delivery of documents pursuant to this Section 6.4 (a) shall be withoutrecourse to or representation or warranty of any kind by Mortgagee. (b) If in accordance with Section 3.1(a) of the Collateral Agency and IntercreditorAgreement, the Lien created hereby on all or any portion of the Mortgaged Property or as to the SeniorNotes Obligation (as defined in the Collateral Agency and Intercreditor Agreement) or theExchangeable Notes Obligations (as defined in the Collateral Agency and Intercreditor Agreement), asapplicable, is to be released, then the Mortgagee, at the request and sole expense of Mortgagor, shallexecute and deliver to Mortgagor all releases or other documents reasonably necessary or desirable for

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the release of the Lien created hereby on all or such portion of the Mortgaged Property or as to suchrespective Secured Obligations, as applicable; provided that the Company shall have delivered toMortgagee, at least 5 Business Days prior to the date of the proposed release a written request for suchrelease identifying the relevant portion of the Mortgaged Property or Secured Obligations as to whichsuch release is to be effected and the applicable release event in reasonable detail, together with acertification by the Company stating that such transaction is in compliance with the Secured NoteDocuments. Any execution and delivery of documents pursuant to this Section 6.4 (b) shall be withoutrecourse to or representation or warranty of any kind by Mortgagee. 6.5 Successors and Assigns Included in Parties. This Mortgage shall be binding upon theMortgagor and upon the successors, permitted assigns and vendees of the Mortgagor and the permittedassigns, vendees and other transferees of the Mortgaged Property and shall inure to the benefit ofMortgagee and its successors and assigns (for their own benefit and for the benefit of the other SecuredParties and their respective successors and assigns); all references herein to the Mortgagor and to theMortgagee shall be deemed to include their respective successors and assigns or permitted assigns, asthe case may be; provided, however, that nothing herein shall be construed to permit any sale,assignment or transfer by the Mortgagor or of the Mortgaged Property that is not permitted by each ofthe Indentures. Mortgagor’s successors and assigns shall include, without limitation, a receiver, trusteeor debtor in possession of or for the Mortgagor. Wherever used, the singular number shall include theplural, the plural shall include the singular, and the use of any gender shall be applicable to all genders. 6.6 Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws; Waiver ofRight to Trial by Jury. (a) MORTGAGOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY INANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF ORRELATING TO THIS MORTGAGE, ANY OTHER SECURED NOTE DOCUMENT OR THETRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ONCONTRACT, TORT OR ANY OTHER THEORY). MORTGAGOR (A) CERTIFIES THAT NOREPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HASREPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDNOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER,AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THISMORTGAGE BY, AMONG OTHER THINGS, THE CORRESPONDING RECIPROCALWAIVER BY MORTGAGEE OF ANY RIGHT IT MAY HAVE TO A TRIAL BY JURYPURSUANT TO THE PROVISIONS OF THE INDENTURE. (b) MORTGAGOR AGREES, TO THE FULL EXTENT PERMITTED BY LAW, THAT AT ALL TIMES FOLLOWING AN ACTIONABLE EVENT OF DEFAULT ANDDURING THE CONTINUANCE THEREOF, NEITHER MORTGAGOR NOR ANYONECLAIMING THROUGH OR UNDER IT SHALL OR WILL SET UP, CLAIM OR SEEK TOTAKE ADVANTAGE OF ANY APPRAISEMENT, VALUATION, STAY, EXTENSION,EXEMPTION OR REDEMPTION LAWS NOW OR HEREAFTER IN FORCE, IN ORDER TOPREVENT OR HINDER THE ENFORCEMENT OR FORECLOSURE OF THIS MORTGAGEOR THE ABSOLUTE SALE OF THE MORTGAGED PROPERTY OR THE FINAL ANDABSOLUTE PUTTING INTO POSSESSION THEREOF, IMMEDIATELY AFTER SUCH SALE,OF THE PURCHASER THEREAT; AND MORTGAGOR, FOR ITSELF AND ALL WHO MAY

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AT ANY TIME CLAIM THROUGH OR UNDER IT, HEREBY WAIVES, TO THE FULLEXTENT THAT IT MAY LAWFULLY SO DO, THE BENEFIT OF ALL SUCH LAWS ANDANY AND ALL RIGHT TO HAVE THE ASSETS COMPRISING THE MORTGAGEDPROPERTY MARSHALED UPON ANY FORECLOSURE OF THE LIEN HEREOF ANDAGREES THAT MORTGAGEE OR ANY COURT HAVING JURISDICTION TO FORECLOSESUCH LIEN MAY SELL THE MORTGAGED PROPERTY IN PART OR AS AN ENTIRETY. TO THE FULL EXTENT PERMITTED BY LAW, MORTGAGOR HEREBY WAIVES ANY ANDALL STATUTORY OR OTHER RIGHTS OF REDEMPTION FROM SALE UNDER ANYFORECLOSURE OF THIS MORTGAGE, ON ITS OWN BEHALF AND ON BEHALF OFEACH AND EVERY PERSON ACQUIRING ANY INTEREST IN OR TITLE TO THEMORTGAGED PROPERTY SUBSEQUENT TO THE DATE HEREOF. 6.7 Interpretation with Other Documents; Mortgagee’s Sole Discretion. This Mortgageshall be deemed to constitute a “Mortgage” for all purposes of and under each of the Indentures. Theterms and provisions of this Mortgage shall be construed to the extent possible consistently with those ofeach of the Indentures as being in addition to and supplementing the provisions of each of the Indenturesand the other Secured Note Documents; provided, however, that notwithstanding anything in thisMortgage of a conflict or inconsistency between this Mortgage and each of the Indentures, theprovisions of each of the Indentures shall govern and control. Whenever pursuant to this Mortgage orthe other Secured Note Documents, Mortgagee exercises any right given to it to elect, consent, approveor disapprove, or any arrangement or term is to be or determined in the judgment of Mortgagee, thedecision of Mortgagee to elect, consent, approve or disapprove, or to decide that arrangements orterms are satisfactory or not satisfactory, shall be in the sole discretion of Mortgagee and shall be finaland conclusive, except as may be otherwise expressly and specifically provided elsewhere herein or ineach of the Indentures. 6.8 Invalid Provisions to Affect No Others. In the event that any of the covenants,agreements, terms or provisions contained in this Mortgage shall be invalid, illegal or unenforceable inany respect, the validity of the remaining covenants, agreements, terms or provisions contained herein orin each of the Indentures shall not be in any way affected, prejudiced or disturbed thereby. In the eventthat the application of any of the covenants, agreements, terms or provisions of this Mortgage is held tobe invalid, illegal or unenforceable, those remaining covenants, agreements, terms and provisions shallnot be in any way affected, prejudiced or disturbed when otherwise applied. 6.9 Changes. Neither this Mortgage nor any term hereof may be changed, waived,discharged or terminated orally, or by any action or inaction, but only by an instrument in writing signedby the Mortgagee and any other party against which enforcement of the change, waiver, discharge ortermination is sought. To the extent permitted by law, any agreement hereafter made by Companyand/or Mortgagor and Mortgagee relating to this Mortgage shall be superior to the rights of the holderof any intervening lien or encumbrance. 6.10 Time of the Essence. Mortgagor shall pay the Secured Obligations at the time and inthe manner provided in each of the Indentures and the other Secured Note Documents. Mortgagor willduly and punctually perform or cause to be performed all of the covenants, conditions and agreementscontained in each of the Indentures, this Mortgage and the other Secured Note Documents, all of whichcovenants, conditions and agreements are hereby made a part to the same extent and with the sameforce as if fully set forth herein. Time is of the essence.

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6.11 Headings For Convenience Only; No Strict Construction. The headings and captionsof various sections of this Mortgage are for convenience of reference only and are not to be construedas defining or limiting, in any way, the scope or intent of the provisions hereof. The Mortgagor andMortgagee, with the assistance of their respective legal counsel, have participated jointly in thenegotiation and drafting of this Mortgage. In the event an ambiguity or question of intent orinterpretation arises, this Mortgage shall be construed as if drafted jointly by Mortgagor and Mortgageeand no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of theauthorship of any provisions of this Mortgage. ARTICLE VII – PROHIBITIONS ON TRANSFERS; ADDITIONAL REPRESENTATIONS,WARRANTIES AND COVENANTS OF MORTGAGOR; OTHER AGREEMENTS 7.1 Transfer or Encumbrance of the Mortgaged Property. (a) Except in accordance with the express terms and conditions contained in eachof the Indentures, Mortgagor shall not create, cause or permit (directly or indirectly, voluntarily orinvoluntarily, by operation of law or otherwise) any sale, lease, transfer, conveyance, mortgage, grant,bargain, encumbrance, pledge, assignment, or grant of any options with respect to, or any other AssetSale of, or Lien upon (collectively, a “Transfer”) (i) all or any part of the Mortgaged Property or anyinterest therein, or (ii) any direct or indirect legal or beneficial ownership interest (in whole or in part) inMortgagor, irrespective of the number of tiers of ownership. (b) Any written consent by Mortgagee to any Transfer of the Mortgaged Propertyor any interest in Mortgagor shall not be deemed to be a waiver of Mortgagee’s right to require suchconsent to any future occurrence of same. Any attempted or purported Transfer of the MortgagedProperty or of any direct or indirect interest in Mortgagor, if made in contravention of this Section 7.1,shall be null and void ab initio and of no force and effect. 7.2 Mortgagor’s Covenants, Representations and Warranties; Survival of SecuredObligations, Covenants, Representations and Warranties; Covenants Running with the Land. (a) Mortgagor hereby covenants, represents and warrants that: (i) The Mortgaged Property shall secure all of the Secured Obligations presently orhereafter owed or held, and the priority of the lien created hereby for all such SecuredObligations shall be a first priority lien, subject only to Permitted Liens;(ii) Mortgagor is duly authorized to make and enter into this Mortgage and to carryout the transactions contemplated herein; (iii) The execution, delivery and performance of this Mortgage by the Mortgagor(A) are within its corporate or equivalent power and authority and (B) have been dulyauthorized by all necessary corporate or equivalent action; this Mortgage has been dulyexecuted and delivered by the Mortgagor and constitutes a legal, valid and binding obligation ofMortgagor, enforceable against the Mortgagor in accordance with its terms, subject, however,to bankruptcy and other law, decisional or statutory, of general application affecting theenforcement of creditors’ rights, and to the fact that the availability of the remedy of specific

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performance or of injunctive relief in equity is subject to the discretion of the court before whichany proceeding therefor may be brought; (iv) Mortgagor, to its knowledge, is not now in default (beyond any applicable cureperiod) under any material instruments or obligations relating to the Mortgaged Property, andMortgagor has not received any written notice from any Person asserting any claim of defaultagainst Mortgagor relating to the Mortgaged Property; (v) The execution and performance of this Mortgage and the consummation of thetransactions hereby contemplated will not result in any breach of, or constitute a default under,any mortgage, lease (including, without limitation, any Lease), bank loan, trust indenture, orother material instrument binding upon Mortgagor; (vi) Except as set forth on Schedule 7.2(a)(vi), to Mortgagor’s actual knowledgethere are no actions, investigations, suits or proceedings (including, without limitation, anycondemnation or bankruptcy proceedings) pending or overtly threatened in writing against oraffecting Mortgagor or the Mortgaged Property, or which, if adversely determined againstMortgagor or the Mortgaged Property, may be reasonably expected to adversely affect thevalidity or enforceability of this Mortgage, at law or in equity, or before or by any governmentalauthority; to the actual knowledge of Mortgagor, Mortgagor is not in violation (beyond anyapplicable cure period) with respect to any writ, injunction, decree or demand of any court orany governmental authority affecting the Mortgaged Property;(vii) To Mortgagor’s actual knowledge the Mortgaged Property presently compliesin all material respects with, and will continue to comply in all material respects with, allapplicable restrictive covenants and applicable zoning and subdivision ordinances, buildingcodes and other applicable laws; [and] (viii) To Mortgagor’s knowledge it owns, is licensed, or otherwise has the right touse or is in possession of all licenses, permits and required approvals or authorizations from allnecessary governmental authorities, patents, trademarks, service marks, trade names,copyrights, franchises, authorizations and other rights that are reasonably necessary for itsoperations on the Mortgaged Property, without conflict with the rights of any other Person withrespect thereto[.][; and] (ix) [With respect to the Subject Lease: (a) Mortgagor shall promptly pay, whendue and payable, the rent, additional rent, and other charges payable pursuant to the SubjectLease, and will timely perform and observe all of the other terms, covenants and conditionsrequired to be performed and observed by Mortgagor as lessee under the Subject Lease in allmaterial respects, in each case, taking into account any applicable grace or cure periods; (b)Mortgagor shall, promptly upon receipt or distribution thereof, deliver to Mortgagee a copy ofeach material notice (including default notices) given to or by Mortgagor pursuant to the SubjectLease; and (c) Mortgagor shall not terminate, surrender, or enter into any material modificationof the Subject Lease without the prior written consent of Mortgagee (which consent may not beunreasonably withheld, delayed or conditioned), and any such attempted termination,modification or surrender without Mortgagee’s written consent shall be void.]

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(b) Each and all of the covenants, obligations, representations and warranties andindemnification agreements of Mortgagor shall survive the execution and delivery of the Secured NoteDocuments and the transfer or assignment of this Mortgage (including, without limitation, any Transferand/or any transfer or assignment by Mortgagee of any of its rights, title and interest in and to theMortgaged Property or any part thereof to any Person, whether or not affiliated with Mortgagee). (c) All covenants, conditions, warranties, representations and other obligationscontained in this Mortgage and the other Secured Note Documents are intended by Mortgagor andMortgagee to be, and shall be construed as, covenants running with the Mortgaged Property until thelien of this Mortgage has been fully released by Mortgagee, pursuant to the terms hereof. 7.3 Protective Advances. To the extent permitted by applicable State law, all advances,disbursements and expenditures made by Mortgagee before and during a foreclosure, and before andafter judgment of foreclosure, and at any time prior to sale, and, where applicable, after sale, and duringthe pendency of any related proceedings authorized by this Mortgage (collectively, “ProtectiveAdvances”), shall constitute additional indebtedness secured by this Mortgage, and shall becomeimmediately due and payable without notice and with interest thereon from the date of the advance untilpaid at the Default Rate. This Mortgage shall be a lien for all Protective Advances as to subsequentpurchasers and judgment creditors from the time this Mortgage is recorded. 7.4 Contemporaneous Collateral Documents. THIS MORTGAGE IS MADE INADDITION TO OTHER SECURITY DOCUMENTS (AS DEFINED IN THE COLLATERALAGENCY AND INTERCREDITOR AGREEMENT) HERETOFORE AND HEREAFTER, ASAPPLICABLE, GIVEN BY MORTGAGOR OR THE COMPANY OR THE OTHERGUARANTORS TO (OR FOR THE BENEFIT OF) MORTGAGEE, COVERING VARIOUSOTHER REAL PROPERTIES LOCATED IN OTHER STATES, INCLUDING, WITHOUTLIMITATION, ________________________ (collectively, the “Other Security Instruments”). TheOther Security Instruments further secure the Secured Obligations of the Company, Mortgagor and theother Guarantors to Mortgagee and the other Secured Parties under each of the Indentures and theother Secured Note Documents. Upon the occurrence of an Actionable Event of Default, and subjectto the terms of each applicable Other Security Instrument, Mortgagee may proceed under the OtherSecurity Instruments against any of the other property covered thereby and/or the Mortgaged Property,in one or more parcels and in such manner and order as Mortgagee shall elect. MORTGAGORHEREBY IRREVOCABLY WAIVES AND RELEASES, TO THE EXTENT PERMITTED BYLAW, AND WHETHER NOW OR HEREAFTER IN FORCE, ANY RIGHT TO HAVE THEMORTGAGED PROPERTY AND/OR ANY SUCH OTHER MORTGAGED PROPERTYSECURED BY THE OTHER SECURITY INSTRUMENTS, MARSHALLED UPON ANYFORECLOSURE OF THIS MORTGAGE OR ANY OF THE OTHER SECURITYINSTRUMENTS. ARTICLE VIII – STATE SPECIFIC PROVISIONS 8.1 State Specific Provisions. The terms and provisions set forth below in this Section 8.1shall be construed, to the greatest extent possible, consistently with those set forth elsewhere in thisMortgage as being in addition to and supplementing such other terms and provisions set forth elsewherein this Mortgage; provided, however, that notwithstanding anything to the contrary set forth elsewhere inthis Mortgage, in the event of any conflict or inconsistency between the terms and provisions of this

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Article VIII and the terms and provisions set forth elsewhere in this Mortgage, the following terms andprovisions of this Article VIII shall govern and control:12 [To comeADD STATE SPECIFIC REQUIREMENTS] 8.2 8.3 [REMAINDER OF PAGE INTENTIONALLY BLANK] 12Note to Draft: Local counsel to insert appropriate local provisions.

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IN WITNESS WHEREOF, this Mortgage is executed as of the day and year first abovewritten by the Person (or Persons) identified below on behalf of Mortgagor (and said Person or Personshereby represent that they possess full power and authority to execute this Mortgage). MORTGAGOR: a By: CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership, its sole member and chief manager By: CBL HOLDINGS I, INC., a Delaware corporation, its sole general manager By: Name: Title: [ADD FORM OF ACKNOWLEDGEMENT]

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EXHIBIT A Legal Description of the Land

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EXHIBIT B [Subject Lease; Record Owner] (a) Subject Lease. The term “Subject Lease” shall mean the agreement of leasedescribed in this Exhibit B. That certain [Ground Lease] dated __________, as amended by _________, pursuant to whichMortgagor leases the Land subject thereto from _______________. (b) Record Owner. The record owner of the Land subject to the Subject Lease is__________________.

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EXHIBIT [B][C] Permitted Liens13 13 The Liens specified hereon constitute “Permitted Liens” only to the extent to such Liens constitute PermittedCollateral Liens.

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SCHEDULE 7.2(a)(vi) [Describe known actions or proceedings or state None] 4841-4412-0300

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EXHIBIT D INITIAL JOINT VENTURES The Initial Joint Ventures shall be the following: JV ENTITY NAME STATE OF FORMATION Ambassador Infrastructure, LLC (JV entity) LA Ambassador Town Center JV, LLC (JV entity) LA Atlanta Outlet JV, LLC (JV entity) DE Atlanta Outlet Outparcels, LLC (JV entity) DE BI Developments II, LLC (JV entity) TN BI Developments, LLC (JV entity) TN Bullseye, LLC (JV entity) TN CBL HP Self Storage Member, LLC (JV entity) TN CBL Terrace Limited Partnership (JV entity) TN CBL/T-C, LLC (JV entity) DE CBL-TRS Joint Venture, LLC (JV entity) DE Continental 425 Fund LLC (JV entity) WI Eastgate Storage, LLC (JV entity) OH El Paso Outlet Center Holding, LLC (JV entity) DE El Paso Outlet Center II, LLC (JV entity) DE El Paso Outlet Outparcels II, LLC (JV entity) DE El Paso Outlet Outparcels, LLC (JV entity) DE Fremaux Town Center JV, LLC (JV entity) DE Gettysburg Outlet Center Holding, LLC (JV entity) DE Gettysburg Outlet Center, LLC (JV entity) DE Governor’s Square Company IB (JV entity) TN Governor's Square Company (JV entity) TN Hamilton Place Self Storage, LLC (JV entity) TN Jarnigan Road II, LLC (JV entity) DE Jarnigan Road Limited Partnership (JV entity) TN Kentucky Oaks Mall Company (JV entity) OH Laredo Outlet JV, LLC (JV entity) DE Lebcon Associates (JV entity) TN Lebcon I, Ltd. (JV entity) TN Louisville Outlet Outparcels, LLC (JV entity) DE Louisville Outlet Shoppes, LLC (JV entity) DE Mall of South Carolina Limited Partnership (JV SC entity) D-1 4841-4412-0300

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JV ENTITY NAME STATE OF FORMATION Mall of South Carolina Outparcel Limited SC Partnership (JV entity) Parkdale Self Storage, LLC (JV entity) TX PHG-CBL Lexington Fayette LLC (JV entity) GA Port Orange I, LLC (JV entity) FL Self Storage at Mid Rivers, LLC (JV entity) MO Shoppes at Eagle Point, LLC (JV entity) TN Statesboro Crossing, LLC (JV entity) GA The Promenade D'Iberville, LLC (JV entity) MS Vision-CBL Hamilton Place, LLC (JV entity) TN West Melbourne I, LLC (JV entity) DE York Town Center, LP (JV entity) PA [To come]9 9NTD: Initial draft to be provided by Company. D-2 4841-4412-0300

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EXHIBIT E INACTIVE SUBSIDIARIES The Inactive Subsidiaries shall be the following: ENTITY NAME STATE OF FORMATION 1105 Anchor Limited Partnership NC Acadiana Anchor M, LLC LA Acadiana Expansion Parcel, LLC LA Acadiana Mall CMBS, LLC DE Acadiana Mall of Delaware, LLC DE Akron Mall Land, LLC DE Arbor Place GP, Inc. GA Bonita Lakes Mall Limited Partnership MS Brewery District, LLC TX Burnsville Center SPE, LLC DE Cary Venture Limited Partnership DE CBL & Associates Management Sub, LLC DE CBL El Paso Pref Lender, LLC DE CBL Fayette Hotel Member, LLC KY CBL Foothills Plaza Partnership TN CBL Friendly Hotel Member, LLC NC CBL Grandview Forum, LLC MS CBL Lee's Summit East, LLC MO CBL Lee's Summit Peripheral, LLC MO CBL Mayfaire Hotel Member, LLC NC CBL Member-Mansfield, LLC TX CBL Morristown, LTD. TN CBL Old Hickory Mall, Inc. TN CBL Triangle Town Member, LLC NC CBL TTC Member, LLC NC CBL Walden Park, LLC TX CBL Woodstock Investments Member, LLC GA CBL/BFW Kiosks, LLC DE CBL/Cary I, LLC DE CBL/Cary II, LLC DE CBL/Citadel I, LLC DE E-1 4841-4412-0300

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ENTITY NAME STATE OF FORMATION CBL/Citadel II, LLC DE CBL/Columbia I, LLC DE CBL/Columbia II, LLC DE CBL/Columbia Place, LLC DE CBL/CREA Broad Street, LLC TX CBL/GP I, Inc. TN CBL/GP III, Inc. MS CBL/GP IV, Inc. CT CBL/Greenport Towne Center, LLC NY CBL/High Pointe GP, LLC DE CBL/Huntsville, LLC DE CBL/Imperial Valley GP, LLC CA CBL/Kirkwood Mall, LLC DE CBL/Lion's Head Village, LLC TN CBL/Low Limited Partnership WY CBL/Madison I, LLC DE CBL/Madison II, LLC DE CBL/Midland I, LLC DE CBL/Midland II, LLC DE CBL/Monroeville I, LLC DE CBL/Monroeville, L.P. PA CBL/MS General Partnership DE CBL/Regency II, LLC DE CBL/Richland G.P., LLC TX CBL/Sunrise Commons GP, LLC TX CBL/Sunrise Commons, L.P. TX CBL/Sunrise GP, LLC DE CBL/Sunrise Land, LLC TX CBL/Sunrise XS Land, L.P. TX CBL/Towne Mall I, LLC DE CBL/Towne Mall II, LLC DE CBL/Wausau I, LLC DE CBL/Wausau II, LLC DE CBL/Wausau III, LLC DE CBL/Wausau IV, LLC DE CBL-TRS Joint Venture II, LLC DE CBL-TRS Member II, LLC DE Charleston Joint Venture OH Chesterfield Mall LLC DE E-2 4841-4412-0300

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ENTITY NAME STATE OF FORMATION Chesterfield Parcel, LLC MO Chicopee Marketplace III, LLC MA Chicopee Marketplace, LLC MA CHM/Akron, LLC DE Citadel Mall CMBS, LLC DE Citadel Mall DSG, LLC SC Cobblestone Village at Palm Coast, LLC FL Cobblestone Village at St. Augustine, LLC FL College Station Partners, Ltd. TX Columbia Joint Venture OH Columbia Place/Anchor, LLC SC Crossings at Marshalls Creek I LLC PA Crossings at Marshalls Creek II LLC PA Crossings at Marshalls Creek Limited Partnership PA CV at North Columbus, LLC GA CVPC-Lo, LLC FL CVPC-Outparcels, LLC FL Dallan Acquisitions, LLC DE Deco Mall, LLC DE Development Options Centers, LLC DE Development Options/Cobblestone, LLC FL DM-Cayman II, Inc. Cayman Islands DM-Cayman, Inc. Cayman Islands Eastgate Anchor S, LLC OH Eastgate Crossing CMBS, LLC DE Eastland Medical Building, LLC IL Evin Acquisitions, LLC DE Fashion Square Mall CMBS, LLC DE Fashion Square-Orange Park, LLC FL Fayette Development Property, LLC KY FHP Expansion GP I, LLC TN FHP Expansion GP II, LLC TN Foothills Mall Associates, LP TN Foothills Mall, Inc. TN GCTC Peripheral III, LLC FL GCTC Peripheral V, LLC FL Greenbrier Mall, LLC DE Gulf Coast Town Center CMBS, LLC DE Gulf Coast Town Center Peripheral I, LLC FL E-3 4841-4412-0300

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ENTITY NAME STATE OF FORMATION Gulf Coast Town Center Peripheral II, LLC FL Hammock Landing Collecting Agent, LLC FL Hickory Hollow Courtyard, Inc. DE Hickory Hollow Mall Limited Partnership DE Hickory Hollow Mall, Inc. DE Hickory Hollow/SB, LLC TN Hickory Point, LLC DE Hickory Point-OP Outparcel, LLC IL Honey Creek Mall Member SPE, LLC DE Honey Creek Mall, LLC IN Huckleberry Place, LLC GA Hwy 287 & Broad Street, LLC TX Imperial Valley Mall, L.P. CA Janesville Mall Limited Partnership WI Janesville Wisconsin, Inc. WI JG Randolph II, LLC DE JG Randolph, LLC OH JG Saginaw II, LLC DE JG Saginaw, LLC OH Kirkwood Mall Mezz LLC DE Lakeshore/Sebring Limited Partnership FL Lakeview Pointe, LLC OK Laredo/MDN II Limited Partnership TX LeaseCo, Inc. NY Lee Partners TN Madison Grandview Forum, LLC MS Madison Plaza Associates, Ltd. AL Madison Square Associates, Ltd. AL Mall Shopping Center Company, L.P. (formerly Mall TX Shopping Center Company) Maryville Department Store Associates, Ltd. TN Maryville Partners, L.P. TN MDN/Laredo GP II, LLC DE MDN/Laredo GP, LLC DE Meridian Mall CMBS, LLC DE Meridian Mall Company, Inc. MI Midland Venture Limited Partnership MI Milford Marketplace, LLC CT Mortgage Holdings II, LLC DE E-4 4841-4412-0300

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ENTITY NAME STATE OF FORMATION Newco Mortgage, LLC DE NewLease Corp. TN Oak Park Holding II, LLC KS OK City JV, LLC DE OK City Member, LLC DE OK City Outlets II, LLC DE OK City Outlets III, LLC OK OK City Outlets, LLC DE Panama City Peripheral, LLC FL Parkdale Crossing GP, Inc. TX Parkway Place, Inc. AL Pearland Hotel Operator, Inc. TX PHG-CBL Lexington Fayette LLC GA PPG Venture I LP DE Property Taxperts, LLC NV Racine Joint Venture OH Racine Joint Venture II, LLC DE Renaissance Member II, LLC DE Renaissance Phase II CMBS, LLC DE Renaissance Retail LLC NC Renaissance SPE Member, LLC DE River Ridge Mall LLC VA Rivergate Mall, Inc. DE Shoppes at St. Clair Square, LLC IL Shopping Center Finance Corp. WY Springdale/Mobile GP II, Inc. AL Springdale/Mobile GP, Inc. AL Springhill/Coastal Landing, LLC FL St. Clair Square GP I, LLC IL St. Clair Square GP, Inc. IL St. Clair Square Limited Partnership IL SubREIT Investor-Boston General Partnership MA SubREIT Investor-Boston GP I, LLC MA Sutton Plaza GP, Inc. NJ The Lakes Mall, LLC MI The Pavilion Collecting Agent, LLC FL The Shops at Pineda Ridge, LLC FL The Village at Newnan Crossing, LLC GA The Village at Rivergate, Inc. DE E-5 4841-4412-0300

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ENTITY NAME STATE OF FORMATION Triangle Town Center, LLC DE Triangle Town Member, LLC NC Walnut Square Associates Limited Partnership WY Waterford Commons of CT III, LLC CT Wausau Center CMBS, LLC DE Wausau Joint Venture OH Wausau Penney CMBS, LLC DE Wausau Penney Investor Joint Venture OH Westgate Crossing Limited Partnership SC Wilkes-Barre Marketplace GP, LLC PA Wilkes-Barre Marketplace I, LLC PA Wilkes-Barre Marketplace, L.P. PA Willowbrook Plaza Limited Partnership ME (f/k/a Portland/HQ Limited Partnership) WNC Shopping Center, LLC NC WPMP Holding LLC DE [To come]10 10NTD: Initial draft to be provided by Company. E-6 4841-4412-0300

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Exhibit N New Convertible Notes Indenture Redline (Changed Pages Only)

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SUBJECT TO FURTHER REVISION CBL & ASSOCIATES HOLDCO II, LLC as Company, CBL & ASSOCIATES PROPERTIES, INC., as REIT, THE GUARANTORS PARTY HERETO, as Guarantors, AND WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee and Collateral Agent INDENTURE1 DATED AS OF [November 1], 2021 7.0% EXCHANGEABLE SENIOR SECURED NOTES DUE 2028 1 This indenture remains subject to negotiation, revision, and approval of the Company and the Required ConsentingNoteholders (as defined in the Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and ItsAffiliated Debtors (with Technical Modifications), dated August 9, 2021 (Docket No. 1369).

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TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01 Definitions 1 SECTION 1.02 Other Definitions 4443 SECTION 1.03 Incorporation by Reference of Trust Indenture Act 4544SECTION 1.04 Rules of Construction 45 ARTICLE 2 THE SECURITIES 46 SECTION 2.01 Form and Dating 46 SECTION 2.02 Execution and Authentication 47 SECTION 2.03 Registrar and Paying Agent 47 SECTION 2.04 Paying Agent to Hold Money in Trust 49 SECTION 2.05 Securityholder Lists 49 SECTION 2.06 Transfer and Exchange 49 SECTION 2.07 Replacement Securities 50 SECTION 2.08 Outstanding Securities 5150 SECTION 2.09 Temporary Securities 51 SECTION 2.10 Cancellation 51 SECTION 2.11 Defaulted Interest 5251 SECTION 2.12 CUSIP Numbers, ISINs, etc 5251 SECTION 2.13 Calculation of Specified Percentage of Securities 52SECTION 2.14 Withholding 52 ARTICLE 3 REDEMPTION 52 SECTION 3.01 Notices to Trustee 52 SECTION 3.02 Selection of Securities To Be Redeemed 5352 SECTION 3.03 Notice of Redemption 53 SECTION 3.04 Effect of Notice of Redemption 54 SECTION 3.05 Deposit of Redemption Price 5554 SECTION 3.06 Securities Redeemed in Part 55 SECTION 3.07 No Mandatory Redemption; Optional Redemption 55SECTION 3.08 Mandatory Issue Date Redemption of Other Secured Notes 55

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ARTICLE 4 COVENANTS 5655 SECTION 4.01 Payment of Securities 5655 SECTION 4.02 Limitation on Indebtedness 56 SECTION 4.03 Limitation on Asset Sales 60 SECTION 4.04 Repurchase Upon Release Trigger Event 6766 SECTION 4.05 Limitation on Affiliate Transactions 71 SECTION 4.06 Liens and Negative Pledge 7372 SECTION 4.07 Future Guarantors 7473 SECTION 4.08 Compliance Certificate 7473 SECTION 4.09 Further Instruments and Acts 74 SECTION 4.10 Insurance 7574 SECTION 4.11 Impairment of Security Interest 7675 SECTION 4.12 Reports and Other Information 7675 SECTION 4.13 [Reserved 78 SECTION 4.14 After-Acquired Property 78 SECTION 4.15 No Restrictive Agreements 80 SECTION 4.16 Existence 8180 SECTION 4.17 Future Covenants 8180 ARTICLE 5 SUCCESSOR COMPANY 83 SECTION 5.01 Company and Guarantors May Consolidate, Etc., Only on Certain Terms 83SECTION 5.02 REIT May Consolidate, Etc., Only on Certain Terms 8584SECTION 5.03 Successor Person Substituted for Company or REIT 8685ARTICLE 6 DEFAULTS AND REMEDIES 86 SECTION 6.01 Events of Default 86 SECTION 6.02 Acceleration 89 SECTION 6.03 Other Remedies 90 SECTION 6.04 Waiver of Past Defaults 9190 SECTION 6.05 Control by Majority 91 SECTION 6.06 Limitation on Suits 91 SECTION 6.07 Rights of Holders to Receive Payment 9291 SECTION 6.08 Collection Suit by Trustee 92 SECTION 6.09 Trustee May File Proofs of Claim 92

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SECTION 6.10 Priorities 9392 SECTION 6.11 Undertaking for Costs 93 SECTION 6.12 Waiver of Stay or Extension Laws 93 ARTICLE 7 TRUSTEE 93 SECTION 7.01 Duties of Trustee 93 SECTION 7.02 Rights of Trustee 94 SECTION 7.03 Individual Rights of Trustee 96 SECTION 7.04 Trustee’s Disclaimer 96 SECTION 7.05 Notice of Defaults 9796 SECTION 7.06 TIA and Listings 9796 SECTION 7.07 Compensation and Indemnity 97 SECTION 7.08 Replacement of Trustee 9897 SECTION 7.09 Successor Trustee by Merger 9998 SECTION 7.10 Eligibility; Disqualification 99 SECTION 7.11 Preferential Collection of Claims Against Company 99ARTICLE 8 DISCHARGE OF INDENTURE; DEFEASANCE 99 SECTION 8.01 Discharge of Liability on Securities; Defeasance 99SECTION 8.02 Conditions to Defeasance 100 SECTION 8.03 Application of Trust Money 1021 SECTION 8.04 Repayment to the Company 1021 SECTION 8.05 Indemnity for Government Obligations 102 SECTION 8.06 Reinstatement 102 ARTICLE 9 AMENDMENTS 102 SECTION 9.01 Without Consent of Holders 102 SECTION 9.02 With Consent of Holders 104 SECTION 9.03 Compliance with Trust Indenture Act 106 SECTION 9.04 Revocation and Effect of Consents and Waivers 106SECTION 9.05 Notation on or Exchange of Securities 107 SECTION 9.06 Trustee To Sign Amendments 107 SECTION 9.07 Acts of Holders 107 SECTION 9.08 Amendment Affecting Collateral Agent 108 ARTICLE 10 NOTE GUARANTEES 1098

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SECTION 10.01 Guarantees 1098 SECTION 10.02 Limitation on Liability 110 SECTION 10.03 No Waiver 110 SECTION 10.04 Note Guarantee Evidenced by Indenture; No Notation of Note Guarantee 110SECTION 10.05 Release of Guarantor 1110 SECTION 10.06 Contribution 1121 ARTICLE 11 COLLATERAL AND SECURITY 112 SECTION 11.01 Security Documents 112 SECTION 11.02 Further Assurances; Opinions; Real Property Collateral Requirements 112SECTION 11.03 Collateral Agent 1143 SECTION 11.04 Security Documents and Note Guarantees 115 SECTION 11.05 Release of Collateral Agent’s Lien 1176 SECTION 11.06 Collateral Agent to Sign Releases 119 SECTION 11.07 Relative Rights 120119 SECTION 11.08 Junior Lien Intercreditor Agreement 120 ARTICLE 12 LIMITED GUARANTEE 1210 SECTION 12.01 Limited Guarantee Agreement 1210 SECTION 12.02 Release of Limited Guarantee 1221 SECTION 12.03 Limitation of Limited Guarantee 1221 SECTION 12.04 Limited Guarantee Evidenced by Indenture; No Notation of LimitedGuarantee 122 ARTICLE 13 EXCHANGE OF SECURITIES 122 SECTION 13.01 Exchange Privilege 122 SECTION 13.02 Increase of Exchange Rate Upon Exchange in Connection with a Make-Whole Fundamental Change 1232 SECTION 13.03 Exercise of Exchange Privilege 124 SECTION 13.04 Settlement of Exchange Obligation 125 SECTION 13.05 Fractions of Shares 128 SECTION 13.06 Adjustment of Exchange Rate 1298 SECTION 13.07 Adjustments of Prices 1410 SECTION 13.08 Notice of Adjustments of Exchange Rate 1421 SECTION 13.09 Certain Covenants 1421 SECTION 13.10 Taxes on Exchanges 142

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SECTION 13.11 Notice to Holders Prior to Certain Actions 1432SECTION 13.12 Provision in Case of Merger Event 1443 SECTION 13.13 No Voting or Dividend Rights 1465 SECTION 13.14 No Responsibility of Trustee for Exchange Provisions 1476ARTICLE 14 REPURCHASE OF SECURITIES AT OPTION OF HOLDERS 147SECTION 14.01 Intentionally Omitted 147 SECTION 14.02 Repurchase at Option of Holders Upon a Fundamental Change 147SECTION 14.03 Withdrawal of Fundamental Change Purchase Notice 1510SECTION 14.04 Deposit of Fundamental Change Purchase Price 1510SECTION 14.05 Covenant to Comply with Applicable Laws Upon Repurchase of Securities 1521SECTION 14.06 Repayment to the Company 1521 ARTICLE 15 COMPANY OPTIONAL EXCHANGE 152 SECTION 15.01 Company Optional Exchange 152 SECTION 15.02 Notice of Optional Exchange; Selection of Securities 1532SECTION 15.03 Exchange of Securities Upon Company Optional Exchange 154SECTION 15.04 Restrictions on Exchange 154 SECTION 15.05 Securities Exchanged in Part 1554 ARTICLE 16 MISCELLANEOUS 1554 SECTION 16.01 Trust Indenture Act Controls 1554 SECTION 16.02 Notices 1554 SECTION 16.03 Communication by Holders with Other Holders 156SECTION 16.04 Certificate and Opinion as to Conditions Precedent 1576SECTION 16.05 Statements Required in Certificate or Opinion 1576SECTION 16.06 When Securities Disregarded 1587 SECTION 16.07 Rules by Trustee, Paying Agent and Registrar 1587SECTION 16.08 Legal Holidays 158 SECTION 16.09 Governing Law 158 SECTION 16.10 Force Majeure 158 SECTION 16.11 Waiver of Jury Trial 1598 SECTION 16.12 No Recourse Against Others 1598 SECTION 16.13 Successors 1598 SECTION 16.14 Multiple Originals 1598 SECTION 16.15 Table of Contents; Headings 159

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INDENTURE, dated as of [November 1], 2021, between CBL & ASSOCIATES HOLDCOII, LLC, a Delaware limited liability company (together with its successors and assigns under thisIndenture, the “Company”), having its principal office at 2030 Hamilton Place Blvd., Suite 500,Chattanooga, Tennessee 37421-6000, the GUARANTORS party hereto from time to time, CBL &ASSOCIATES PROPERTIES, INC., a Delaware corporation (together with its successors andassigns under this Indenture, the “REIT”), having its principal executive office located at 2030 HamiltonPlace Blvd., Suite 500, Chattanooga, Tennessee 37421-6000, and WILMINGTON SAVINGSFUND SOCIETY, FSB (together with its successors and assigns under this Indenture, the “Trustee”),as Trustee, and WILMINGTON SAVINGS FUND SOCIETY, FSB (together with its successors andassigns under this Indenture, the “Collateral Agent”), as Collateral Agent. RECITALS WHEREAS, pursuant to the terms and conditions of the Third Amended Joint Chapter 11 Plan,dated May 26, 2021, as the same may be amended, modified or restated from time to time (the “Planof Reorganization”) relating to the reorganization under Chapter 11 of Title 11 of the United StatesCode of the REIT and certain of its direct and indirect Subsidiaries, which Plan of Reorganization wasconfirmed by order, dated August 11, 2021, of the Bankruptcy Court (the “Bankruptcy Order”), theholders of Consenting Crossholder Claims (as defined in the Plan of Reorganization) and UnsecuredClaims (as defined in the Plan of Reorganization) are to be issued the Securities (as hereinafter defined)in an aggregate principal amount of $150,000,000; WHEREAS, the REIT has duly authorized the execution and delivery of this Indenture toprovide its limited guarantee in respect of the Securities issued hereunder; andWHEREAS, (a) all acts and things necessary to make (i) the Securities, when executed by theCompany and authenticated and delivered by the Trustee or a duly authorized authenticating agent, as inthis Indenture provided, the valid, binding and legal obligations of the Company; (ii) the Guarantees ofthe Guarantors hereunder the valid, binding and legal obligations of the Guarantors; (iii) the LimitedGuarantee of the REIT hereunder the valid, binding and legal obligation of the REIT; and (iv) thisIndenture a valid agreement of the Company, the Guarantors and the REIT, according to its terms, havebeen done and performed, and (b) the execution of this Indenture and the issuance hereunder of theSecurities have in all respects been duly authorized. NOW, THEREFORE, in order to declare the terms and conditions upon which the Securitiesare, and are to be, authenticated, issued and delivered, and in consideration of the premises set forthherein, the Company, the Guarantors and the REIT covenant and agree with the Trustee and CollateralAgent for the equal and proportionate benefit of the respective Holders from time to time of theSecurities (except as otherwise provided below), as follows: ARTICLE 1 Definitions and Incorporation by Reference SECTION 1.01 Definitions. “Acceleration Premium” means, with respect to any Securities on any applicable accelerationdate, the present value at such acceleration date of all required and unpaid interest payments due onsuch Security through the Stated Maturity of the Securities (excluding accrued but unpaid interest to the-1-

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“Company Optional Exchange Make-Whole Amount” means, with respect to any Securitybeing exchanged by a Company-elected exchange pursuant to Section 15.01 or a Holder Make-WholeOptional Exchange pursuant to Section 13.03, the present value at the applicable Exchange Date of allrequired interest payments due on such Security through the Stated Maturity of the Securities (excludingaccrued but unpaid interest to the such Exchange Date and excluding (in inverse order of maturity) anysuch interest payments in excess of 36 months of interest (or, as to any such interest payment, if any,payable on the Interest Payment Date next succeeding the date 36 months after such Exchange Date,the portion of such interest payment in respect of interest accruing after such date 36 months after theExchange Date), computed using a discount rate equal to the Company Optional Exchange TreasuryRate as of such Exchange Date plus 50 basis points, discounted to the Exchange Date on a semi-annualbasis (assuming a 360-day year consisting of twelve 30-day months), as calculated by the Company orits agent; the Trustee shall have no responsibility to calculate or verify the calculation of the CompanyOptional Exchange Make-Whole Amount. “Company Optional Exchange Treasury Rate” means, as of the applicable Exchange Date,the yield to maturity as of such Exchange Date of United States Treasury securities with a constantmaturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519)that has become publicly available at least two Business Days prior to such Exchange Date (or, if suchStatistical Release is no longer published, any publicly available source of similar market data)) mostnearly equal to the period from such Exchange Date to the Stated Maturity (or, if earlier, the date 36months after the Exchange Date), provided however, that if the period from such Exchange Date to theStated Maturity is less than one year, the weekly average yield on actually traded United StatesTreasury securities adjusted to a constant maturity of one year will be used. “Condemnation” means any taking by a governmental authority of assets or property, or anypart thereof or interest therein, for public or quasi-public use under the power of eminent domain, byreason of any public improvement or condemnation or in any other manner. “Confirmation Date” means the later of the date on which the Plan of Reorganization is firstconfirmed by the Bankruptcy Court or the last date on which an amendment, modification orrestatement of the Plan of Reorganization is approved by the Bankruptcy Court. “Consolidated Modified Cash NOI” means Net Operating Income from the CollateralProperties, determined on a proportional ownership basis based upon the Company’s ownership (director indirect) in each Subsidiary and Joint Venture that excludes straight-line rents and above / belowmarket lease rates. “corporation” means a corporation, association, company (including limited liability company),joint-stock company, business trust or other similar entity. “Daily Exchange Value” means, for each of the 40 consecutive Trading Days during theObservation Period, 1/40th of the product of (i) the Exchange Rate on such Trading Day and (ii) theDaily VWAP of the shares of Common Stock on such Trading Day. In addition, for purposes of the foregoing, the Daily Exchange Values of Reference Property willbe determined by reference to (i) in the case of Reference Property or part of Reference Property thatis traded on a U.S. national securities exchange, the volume-weighted average price of the applicablesecurity (determined with respect to any such security in a manner consistent with the definition of-12-

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“Dividend Threshold Amount” means the fraction equal to (i) $[_______]2 14,992,287.68divided by (ii) [_______]319,989,717 shares of Common Stock, as such fraction is adjusted from timeto time in inverse proportion to adjustments to the Exchange Rate pursuant to Section 13.06. Theadjusted Dividend Threshold Amount shall equal the Dividend Threshold Amount applicableimmediately prior to such adjustment, multiplied by a fraction, the numerator of which is the ExchangeRate in effect immediately prior to the adjustment giving rise to the Dividend Threshold Amountadjustment and the denominator of which is the Exchange Rate as so adjusted. The Company willlikewise make appropriate adjustments to the Dividend Threshold Amount where an Exchange Rateadjustment otherwise required to be made pursuant to the provisions of Section 13.06(a) through (e) isnot made in accordance with the provisions of Section 13.06 that permit or require participation byHolders in a Received Dividend or other transaction in lieu of such Exchange Rate adjustment. “effective date” has the meaning specified in Section 13.06(a). “Effective Date” has the meaning specified in Section 13.02(b). “Event of Loss” means, with respect to any Property Collateral (each an “Event of LossAsset”), any (1) Casualty of such Event of Loss Asset, (2) Condemnation or seizure of such Event ofLoss Asset or (3) settlement in lieu of clause (2) above. “‘ex’ date” means: (i) when used with respect to any issuance or distribution, the first date on whichthe Common Stock trades regular way on the relevant exchange or in the relevant market fromwhich the Quoted Price was obtained without the right to receive such issuance or distribution;(ii) when used with respect to any subdivision or combination of shares of CommonStock, the first date on which the Common Stock trades regular way on the relevant exchangeor in the relevant market after the time at which such subdivision or combination becomeseffective; or 2 Note to Draft: To be the product of (i) the amount (the “RLOP”) equal to the percentage of Reorganized LP ownedby the REIT on the Issue Date times (ii) $15.0 million. 3 Note to Draft: To be the number of shares of Common Stock outstanding on the Issue Date. -15-

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(iii) when used with respect to any tender offer, the first date on which the CommonStock trades regular way on the relevant exchange or in the relevant market after the ExpirationTime of such tender offer. “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. “Exchange Agent” has the meaning specified in Section 2.03. “exchange amount” means, with respect to any Securities being exchanged, an amount indollars equal to the sum of (i) the aggregate principal amount of such Securities, plus (ii) the accrued andunpaid interest, if any, on such principal amount of such Securities to, but excluding, the Exchange Date,plus (iii) in the event of a Company Optional Exchange pursuant to Section 15.01 or a Holder Make-Whole Optional Exchange pursuant to Section 13.03, the Company Optional Exchange Make-WholeAmount. “Exchange Date” has (for a Company-elected exchange pursuant to Section 15.01) themeaning specified in Section 15.02 or (for a Holder-elected exchange pursuant to Section 13.03) themeaning specified in Section 13.03(a). “Exchange Price” means, in respect of each Security, as of any time, $1,000, divided by theExchange Rate as of such time. “Exchange Rate” means initially [_______]4 60.00 shares of Common Stock per $1,000exchange amount, subject to adjustment as set forth herein. “exchange record date” has the meaning specified in Section 13.13. “Excluded After-Acquired Property” means any Property first acquired by any Subsidiaryafter the Issue Date that is subject to Permitted Liens granted to secure Non-Recourse MortgageIndebtedness incurred to finance the purchase price of such Property (or Refinancing Indebtedness inrespect thereof) pursuant to Section 4.02(b)(10). “Excluded Initial Property” means, to the extent owned by the Company or any Subsidiary,(1) any Property that is set forth in Category 4 on Annex I hereto but only if and so long as such 4 To be the amount equal to the quotient of (x) $1,000 divided by (y) the quotient of (i) the product of (a) $350 milliontimes (b) the RLOP divided by (ii) the Initial Share Amount. The “Initial Share Amount,” is equal to the product of (x)105% times (y) the number of shares of Common Stock outstanding on the Issue Date (less any outstanding sharesof Common Stock on the Issue Date constituting (i) restricted Common Stock or (ii) other Common Stock, in case of(i) or (ii), issued or awarded under the Management Incentive Plan). -16-

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any direct or indirect equity interest in a Subsidiary Guarantor or any other Person that ownsProperty Collateral and (ii) The Pavilion Collecting Agent, LLC and the Hammock LandingCollecting Agent, LLC (each a “Specified Subsidiary”) so long as the Specified Subsidiarycontinues to be used solely as a conduit for the collection of certain taxes and fees which arethen substantially remitted to third parties; provided that if at any time such Subsidiaryreferenced in clause (i) fails to meet any of the conditions in clauses (a) and (b) of clause (i) orthe Specified Subsidiary no longer acts in the capacity referred to in clause (ii) and fails to meetany of the conditions in clauses (a) and (b) of clause (i), then within 30 days of such time theCompany shall cause such Subsidiary to become a Subsidiary Guarantor as if such Subsidiaryhad become a new Subsidiary of the Company in accordance with Section 4.07 of thisIndenture. “Excluded (Non-Pledged) Subsidiary /Joint Venture Capital Stock” means: (1) [Reserved];the Capital Stock in any Subsidiary that owns solely the CapitalStock of a Subsidiary that directly or indirectly owns solely a Property (or Properties) set forthin Category 4 on Annex I hereto but only if and so long as such Property is subject to PermittedLiens granted to secure Indebtedness outstanding on the Issue Date incurred pursuant toSection 4.02(b)(2) or Refinancing Indebtedness in respect thereof incurred pursuant to Section4.02(b)(9); (2) the Capital Stock in any Excluded Non-Guarantor Subsidiary: (A) referred to in clauses (1) and (2) of the definition of Excluded Non-Guarantor Subsidiary; (B) referred to in clause (4) of the definition of Excluded Non-GuarantorSubsidiary but only if and so long as (x) the Property owned by such Subsidiary issubject to Permitted Liens granted to secure Non-Recourse Mortgage Indebtednessincurred pursuant to Section 4.02(b)(3) or Recourse Indebtedness incurred pursuant toSection 4.02(b)(14), (y) the pledge of such Capital Stock to secure the SecuredObligations is not permitted by the agreements governing the related Indebtedness orRefinancing Indebtedness referred to therein, and (z) the Release Condition has beensatisfied; or (C) referred to in clause (5) of the definition of Excluded Non-GuarantorSubsidiary but only if such Capital Stock is released pursuant to Section 12.05(8)(iii);(D) referred to in clause (6) of the definition of Excluded Non-GuarantorSubsidiary but only if and so long as (x) the Property owned by such Subsidiary issubject to Permitted Liens granted to secure Non-Recourse Mortgage Indebtednessincurred pursuant to Section 4.02(b)(4) or Recourse Indebtedness incurred pursuant toSection 4.02(b)(14), (y) the pledge of such Capital Stock to secure the SecuredObligations is not permitted by the agreements governing the related Indebtedness orRefinancing Indebtedness referred to therein, and (z) the Release Condition has beensatisfied; and -18-

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(E) referred to in clause (7) of the definition of Excluded Non-GuarantorSubsidiary; (3) the Capital Stock in any Joint Venture that owns solely a Property (orProperties) set forth in Category 4 on Annex I hereto; and (4) the Capital Stock in any Joint Venture that owns solely a Property (orProperties) set forth in Category 7 on Annex I hereto. “Excluded Other Property” means any personal property to the extent (any only so long as)constituting “Excluded Property” (as defined in the Security Documents). “Excluded Property” means any Excluded Initial Property, Excluded After-Acquired Property,Excluded Other Property, Excluded Released Property or Excluded (Non-Pledged) Subsidiary/JointVenture Capital Stock. “Excluded Released Property” means: (1) the Capital Stock in any Excluded Non-Guarantor Subsidiary referred to ineither (a) clauses (2)(B) or (D) of the definition of Excluded (Non-Pledged) Subsidiary/JointVenture Capital Stock or (b) clause (2)(C) of such definition;(2) any asset (x) constituting a Property that either (A) was Collateral Property onthe Issue Date and is set forth in Category 1 on Annex I hereto or (B) became CollateralProperty after the Issue Date upon the acquisition thereof pursuant to Section 4.14 and (y)Liens on which securing the Secured Obligations were released at the time Liens were grantedto secure Non-Recourse Mortgage Indebtedness incurred pursuant to Section 4.02(b)(4) andin compliance with Section 4.04 and Section 11.05; (3) any Property set forth in Category 3 or Category 4 on Annex I hereto at thetime Permitted Liens were granted to secure Non-Recourse Mortgage Indebtedness incurredpursuant to Section 4.02(b)(3) or (9) and in compliance with Section 4.04; or(4) any Property constituting Undeveloped Property that is contributed to a JointVenture in which a Subsidiary holds an ownership interest in connection with the formation ofsuch Joint Venture; provided that (i) the sole asset of such Subsidiary is Capital Stock in suchJoint Venture; (ii) the Company uses commercially reasonable efforts in good faith to cause thepledge of the Capital Stock in such Subsidiary to be permitted by the agreements governingsuch Joint Venture and any agreement governing Indebtedness of such Joint Venture, and,solely to the extent permitted pursuant to such commercially reasonable efforts in good faith, theCapital Stock in such Subsidiary is pledged as Collateral and, to the extent such Capital Stockis After-Acquired Property, the provisions of Section 4.14 are complied with; and (iii) theprovisions of Section 4.07 are complied with in respect of such Subsidiary such that suchSubsidiary is or becomes a Subsidiary Guarantor. “Fair Market Value” means, with respect to any Asset Sale or other transaction, the price thatwould be negotiated in an arm’s-length transaction between a willing seller and a willing and able buyer,-19-

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transactions or events described in subclause (A) or (B) in which the holders of all classes of theCommon Stock of the REIT immediately prior to such transaction or event or series oftransactions or events own, directly or indirectly, more than 50% of all classes of commonequity of the continuing or surviving corporation or transferee or the parent thereof immediatelyafter such transaction or event or series of transactions or events in substantially the sameproportions as such ownership immediately prior thereto nor (2) any merger or consolidation ofthe REIT solely for the purpose of changing its jurisdiction of incorporation to another state ofthe United States that results in a reclassification, conversion or exchange of the outstandingshares of Common Stock solely into shares of common stock or other similar common equityinterests of the surviving entity shall be a Fundamental Change pursuant to this clause (iv) orclause (i) above; or (v) the Company ceases to be at least [________]5 99.95% owned, directly orindirectly, by the REIT; provided, however, that a transaction or event or series of transactions or events specified inclause (i) or (iv) above shall not constitute a Fundamental Change if at least 90% of the considerationreceived or to be received by holders of shares of Common Stock in such transaction or event or seriesof transactions or events (other than cash payments for fractional shares and cash payments made inrespect of dissenters’ appraisal rights) under clause (i) or (iv) above consists of shares of common stockor other similar common equity interests traded or to be traded immediately following such transactionor event or series of transactions or events on the NASDAQ Global Select Market, the NASDAQGlobal Market, the NASDAQ Capital Market or the New York Stock Exchange (or any of theirrespective successors) and, as a result of the transaction or event or series of transactions or events, theSecurities become exchangeable, upon satisfaction of the conditions to exchange, into such shares ofCommon Stock or other similar common equity interests and other applicable consideration (subject tothe provisions of Section 13.04) all in accordance with the provisions of Article Fourteen. If, as theresult of any Merger Event, the Securities become exchangeable into Reference Property (in lieu ofCommon Stock), the supplemental indenture described in the first paragraph of Section 13.12(a) shallprovide for amendments to the definition of Fundamental Change so that thenceforth references thereinto Common Stock shall, as nearly equivalent as practicable, instead be references to the ReferenceProperty. “Fundamental Change Expiration Time” has the meaning specified in Section 14.02(b)(i). 5 Note to Draft: To be the product of (x) the RLOP and (y) 100%. -21-

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extent such payment thereafter becomes fixed and determined, the amount is paid within 60 daysthereafter. The amount of Indebtedness of any Person at any date shall be the outstanding balance at suchdate of all obligations as described above; provided, however, that in the case of Indebtedness sold at adiscount, the amount of such Indebtedness at any time shall be the accreted value thereof at such time. “Indenture” means this Indenture, as amended or supplemented from time to time (including asamended and supplemented by any Guaranty Supplemental Indenture). “Initial Joint Ventures” means each of the Joint Ventures existing as of the Issue Date that arelisted on Exhibit F hereto; provided that upon any Initial Joint Venture becoming a Wholly OwnedSubsidiary of the Company, such Person ceases to be a Joint Venture and shall automatically become aSubsidiary. “Initial Listing Date” means the later of the (i) the Effective Date or (ii) the date on which theshares of Common Stock are first listed for trading on any of the NASDAQ Global Select Market, theNASDAQ Global Market, the NASDAQ Capital Market or the New York Stock Exchange (or anyof their respective successors). “Interest Payment Date” means the maturity date of an installment of interest on the Securities. “Issue Date” means [November 1], 2021, the first date on which the Securities are issued,authenticated and delivered under this Indenture. “Issue Date Opinions” means the Opinions of Counsel delivered to the Trustee and theCollateral Agent as specified in Section 11.02(b)(1). “Joint Venture” means any Person that is an Initial Joint Venture or a Future Joint Venture;provided that (i) upon a Joint Venture becoming a Wholly Owned Subsidiary of the Company, suchPerson ceases to be a Joint Venture and automatically becomes a Subsidiary and (ii) upon theCompany or a Subsidiary of the Company ceasing to hold any ownership interest (whether by way ofCapital Stock or otherwise) in such Joint Venture in a transaction that complies with the terms of thisIndenture, such Person ceases to be a Joint Venture. Unless otherwise indicated in this Indenture, allreferences to a Joint Venture shall mean a Joint Venture of the Company or any Subsidiary of theCompany. “Joint Venture Disposition” means any sale, lease, transfer or other disposition (or series ofrelated sales, leases, transfers or dispositions) directly or indirectly by a Joint Venture, including (x) anydisposition by means of a merger, consolidation or similar transaction, (y) any Event of Loss, Casualty,Condemnation or seizure or settlement in lieu thereof, or other loss, destruction, damage, condemnation,confiscation, requisition, seizure, forfeiture or taking of title or use and (z) a disposition in connectionwith a Sale and Leaseback Transaction of any Property. “Junior Lien” means a Lien, junior to the Liens on the Collateral securing the SecuredObligations as provided in the Collateral Agency and Intercreditor Agreement, granted by the Companyor any Guarantor in favor of holders of Junior Lien Debt (or any Junior Lien Representative in-25-

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connection therewith), at any time, upon any property of the Company or any Guarantor to secureJunior Lien Obligations; provided such Lien is permitted to be incurred under this Indenture. “Junior Lien Debt” means the aggregate Indebtedness outstanding under each Junior LienDocument that is permitted to be incurred pursuant to this Indenture, the Security Documents and theJunior Lien Intercreditor Agreement. “Junior Lien Documents” means, collectively, all indentures, credit agreements, loandocuments, notes, guarantees, instruments, documents and agreements governing or evidencing, orexecuted or delivered in connection with, each Junior Lien facility, or pursuant to which Junior LienDebt is incurred and the documents pursuant to which Junior Lien Obligations are granted. “Junior Lien Intercreditor Agreement” means an intercreditor agreement, substantially in theform of Exhibit [B] to the Collateral Agency and Intercreditor Agreement, executed among theCollateral Agent, each Junior Lien Representative and the Company and the other parties from time totime party thereto as it may be amended, restated, supplemented or otherwise modified from time totime in accordance with this Indenture. “Junior Lien Obligations” means Junior Lien Debt and all other Obligations in respect thereof. “Junior Lien Representative” means in the case of any issuance or series of Junior Lien Debt,the trustee, agent or representative of the holders of such Junior Lien Debt who maintains the transferregister for such Junior Lien Debt and is appointed as a representative of such Junior Lien Debt (forpurposes related to the administration of the security documents) pursuant to the Junior Lien Documentsgoverning such Junior Lien Debt, together with its successors in such capacity. “Last Reported Sale Price” of the shares of Common Stock on any Trading Day means (i)unless clause (ii) or (iii) applies, the closing sale price per share (or, if no closing sale price is reported,the average of the last bid and last ask prices or, if more than one in either case, the average of theaverage last bid and the average last ask prices) on such date as reported in composite transactions forthe principal U.S. national or regional securities exchange on which the shares of Common Stock aretraded; (ii) if the shares of Common Stock are not listed for trading on a U.S. national or regionalsecurities exchange on the relevant date, the last quoted bid price for the shares of Common Stock inthe over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similarorganization; or (iii) if the shares of Common Stock are not so traded or quoted, the average of the mid-point of the last bid and ask prices for the shares of Common Stock on the relevant date from each of atleast three nationally recognized independent investment banking firms selected by the Company for thispurpose. “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are notrequired to be open in the State of New York. “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind(including any conditional sale or other title retention agreement or lease in the nature thereof). “Limited Guarantee” means the limited guarantee of the REIT with respect to the Securitiespursuant to Article 12 of this Indenture. -26-

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such Asset Sale or otherwise in connection with that Asset Saleprovided,however, that uponthe termination of that escrow, Net Available Cash shall be increased by any portion of funds inthe escrow that are released to the Company or any Subsidiary;(6) with respect to an Asset Sale of any Property, any continuing or unsatisfiedobligations of the Company or any Subsidiary to tenants of such Property; and(7) any payments made after the Issue Date on any Indebtedness (other thanSecured Obligations, Subordinated Obligations or Junior Lien Debt) resulting in the payment infull or retirement of such Indebtedness prior to such Asset Sale or Release Trigger Event. “New Bank Claim Borrower” means CBL & Associates Holdco I, LLC and its successorsand assigns. “New Bank Term Loan Facility” means the Amended and Restated Credit Agreement, datedas of [November 1], 2021 by and among the New Bank Claim Borrower, as borrower, each of thefinancial institutions signatory thereto, together with their successors and assignees, and Wells FargoBank, National Association, as administrative agent, as amended, restated, modified, renewed,refunded, restructured, supplemented, replaced or refinanced from time to time in whole or in part fromtime to time. “Non-Recourse Mortgage Indebtedness” means, with respect to (i) any Subsidiary that ownssolely a Property (or Properties) or (ii) any Capital Stock of such Subsidiary, Indebtedness securedsolely by a Permitted Lien on such Property or such Capital Stock (provided that individual financingsprovided by one lender or group of lenders may be cross collateralized to other financings provided bysuch lenders or their affiliates) that is (1) non-recourse to such Subsidiary, other than with respect tosuch Property or, as applicable, the Capital Stock in such Subsidiary, and (2) non-recourse to theCompany or any other Subsidiary (other than such Subsidiary that owns such Property or such CapitalStock to the extent of such Property or such Capital Stock); except, in the case of clauses (i) and (ii),for indemnities and limited contingent guarantees arising from “bad act” recourse trigger provisionsfound in secured real estate financing transactions and other customary “non-recourse carveout”guaranties. “Note Documents” means this Indenture, the Securities, and the Security Documents. “Note Guarantee” means the joint and several guarantee pursuant to Article 10 hereof by aGuarantor of the Company’s obligations with respect to the Securities and the other Note Documents. “Notes Obligations” means the Obligations of the Company and the Guarantors with respect tothe Securities and the Note Guarantees and all other obligations of the Company and the Guarantors tothe Holders or the Trustee and/or the Collateral Agent under the Note Documents, according to theterms hereunder or thereunder. “Notice of Exchange” has the meaning specified in Section 13.03(a). “Obligations” means, with respect to any Indebtedness, all obligations for principal, premium,interest, penalties, fees, indemnifications, reimbursements, and other amounts payable pursuant to thedocumentation governing such Indebtedness. -29-

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“Real Property Collateral Requirements” means, the requirement that the Collateral Agentshall have received, for each Property included in Category 1 on Annex I hereto and each After-Acquired Property that constitutes Property deemed to be in Category 1 on Annex I hereto (each a“Mortgaged Property” and collectively, the “Mortgaged Properties”), in form and substancesatisfactory to Collateral Agent, and at the sole cost and expense of the Company: (A) evidence that aMortgage substantially in the form attached as Exhibit C has been duly executed, acknowledged anddelivered by the record owner or holder of such Mortgaged Property and is in form suitable forrecording in all recording offices necessary or desirable to create a valid and subsisting perfected firstpriority Lien (subject only to Permitted Collateral Liens) on such Mortgaged Property in favor of theCollateral Agent as security for the Secured Obligations, and that such Mortgage has been dulyreceived for recording in the appropriate recording office; (B) an extended coverage mortgagee titleinsurance policy, insuring the Lien of each such Mortgage as a valid Lien on the Mortgaged Propertydescribed therein, free of any other Liens except Permitted Collateral Liens, together with suchcustomary endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably request,in an amount at least equal to the Fair Market Value of such Mortgaged Property, together with allaffidavits, indemnities, certificates, and other instruments or financing statements required in connectionwith the issuance of such policy, together with any endorsements thereto reasonably required by theCollateral Agent; (C) a current American Land Title Association/National Society for ProfessionalSurveyors survey; (D) a Phase I Environmental Site Assessment; (E) evidence that the Company hasrequested any estoppels, subordination, non-disturbance and attornment agreements from third partiesrelating to such Mortgage or Mortgaged Property reasonably deemed necessary or advisable by theCollateral Agent (but limited to parties to reciprocal easement agreements, or tenants that lease morethan 20,000 square feet of such Mortgaged Property) if such third parties are willing to deliver the samewithout material costs or burdensome conditions being imposed upon the Company in connection withthe same; (F) a customary zoning report; (G) such existing appraisals, property condition reports, andother documents as the Collateral Agent may reasonably request; (H) if such information is not includedon the survey, a flood insurance determination certificate, and if any improvements located on suchMortgaged Property are located in an area determined by the Federal Emergency Management Agencyto have special flood hazards, evidence of flood insurance covering such Mortgaged Property inappropriate amount (or as may be required under applicable Law, including Regulation H of the Boardof Governors); (I) such lien searches, tax certificates, and other documents as the Collateral Agent mayreasonably request with respect to each such Mortgaged Property but only to the extent not alreadyconducted or included as part of clauses (A) – (H); and (J) evidence of payment of any and allmortgage taxes, filing or recording fees and other similar charges and the costs and expenses of each ofthe foregoing requirements. “Received Dividend” has the meaning specified in Section 13.06. “record date” means, with respect to any dividend, distribution or other transaction or event inwhich the holders of shares of Common Stock have the right to receive any cash, securities or otherproperty or in which the shares of Common Stock is exchanged for or converted into any combinationof cash, securities or other property, the date fixed for determination of holders of shares of CommonStock entitled to receive such cash, securities or other property (whether such date is fixed by theBoard of Directors of the REIT or by statute, contract or otherwise). “Recourse Indebtedness” means, without duplication, that portion of any Indebtedness that issecured solely by a mortgage on any Property (or Properties) of any Subsidiary or Joint Venture or aLien on the Capital Stock of such Subsidiary or Joint Venture, if required pursuant to the terms of such-34-

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“Wholly Owned Subsidiary” means a Subsidiary all the Capital Stock of which (other thandirectors’ qualifying shares) is owned by the Company or one or more other Wholly OwnedSubsidiaries. SECTION 1.02 Other Definitions. Defined in Term Section “Affiliate Transaction” Section 4.05 “Appendix” Section 2.01 “Asset Sale Excess Proceeds Offer” Section 4.03 “Asset Sale Excess Proceeds Offer Amount” Section 4.03 “Asset Sale Excess Proceeds Offer Period” Section 4.03 “Asset Sale Excess Proceeds Offer Price” Section 4.03 “Asset Sale Excess Proceeds Offer Purchase Date” Section 4.03“Asset Sale Excess Proceeds Termination Date” Section 4.03 “Asset Sale Trigger Event” Section 4.03 “Bankruptcy Law” Section 6.01 “CapEx Assets” Section 4.03 “Collateral Release Excess Proceeds” Section 4.04 “Collateral Release Excess Proceeds Offer” Section 4.04 “Collateral Release Excess Proceeds Offer Amount” Section 4.04“Collateral Release Excess Proceeds Offer Period” Section 4.04“Collateral Release Excess Proceeds Offer Price” Section 4.04“Collateral Release Excess Proceeds Offer Purchase Date” Section 4.04“Collateral Release Excess Proceeds Termination Date” Section 4.04“Company” Recitals “covenant defeasance option” Section 8.01(b) “Custodian” Section 6.01 “Event of Default” Section 6.01 “Excluded Release Trigger Events Proceeds” Section 4.04 “Guaranteed Obligations” Section 10.01 “Holder Make-Whole Optional Exchange” Section 13.02 “Issue Date Redemption” Section 3.08 “Issue Date Redemption Cash” Section 3.08 “legal defeasance option” Section 8.01(b) “Mortgaged Property” Section 1.01 “Paying Agent” Section 2.03 “Pending Redemption Cash” Section 4.04 “Pending Use Cash” Section 4.03 “Permitted Excess Cash Use Assets” Section 4.03 “Plan of Reorganization” Recitals “Recourse Property” Section 1.01 “Registrar” Section 2.03 “Related Business Assets” Section 4.03 “Security Register” Section 2.03 “Settlement Date” Section 13.04(a)(v) “Specified Property” Section 4.03 -43-

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and in Article 14, the Company shall not be required to repurchase the Securities at the option of theHolders. (b) On or after [August 15],6 2028, the Company may redeem the Securities at itssole option, at any time, in whole or in part, upon not less than 10 nor more than 60 days’ notice, at aredemption price equal to 100% of the principal amount of the Securities to be redeemed plus interestaccrued thereon to but not including the redemption date (provided that interest payments due on orprior to the redemption date will be paid to the record Holders of such Securities on the relevant recorddate). (c) Except upon a Company Optional Exchange as to which the Company haselected Cash Settlement effected in accordance with Article 15 or pursuant to Section 3.07(b), theCompany shall not be entitled to redeem or otherwise prepay the Securities at the Company’s option atany time. (d) Any optional redemption pursuant to Section 3.07(b) shall be made incompliance with the provisions of Section 3.01 through Section 3.06 hereof. SECTION 3.08 Mandatory Issue Date Redemption of Other Secured Notes. On[November 8, 2021], the Company shall mandatorily redeem $60.0 million aggregate principal amountof the Other Secured Notes (the “Issue Date Redemption”) at a redemption price equal to (i) 100% ofthe principal amount of the Other Secured Notes redeemed, plus (ii) accrued and unpaid interest to butexcluding the redemption date of[November 8], 2021. In addition, (x) no later than the Issue Date, theCompany shall cause cash in the amount of $60.0 million (the “Issue Date Redemption Cash”) suchamount being equal to the sum of (i) $50.0 million in proceeds of the issuance of the New MoneyConvertible Notes referred to in the Plan of Reorganization and (ii) $10.0 million in proceeds from thesale approved by the Bankruptcy Court on September 10, 2021 of the Pearland Town Center –Residences, in each case, to be deposited directly by the Company in a deposit account subject to avalid and perfected Lien in favor of the Collateral Agent free of any other Lien (other than the Lien ofthe Secured Debt Documents or any other Permitted Collateral Lien), and (y) the Issue DateRedemption Cash will constitute Collateral pending application to the redemption of the Other SecuredNotes in the Issue Date Redemption on [November 8], 2021. 6 NTD: To be 90 days prior to the Stated Maturity. -54-

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completion of each Asset Sale Excess Proceeds Offer, the amount of Asset Sale Excess Proceeds willbe reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act andany other securities laws and regulations thereunder to the extent those laws and regulations areapplicable in connection with each repurchase of Securities pursuant to an Asset Sale Excess ProceedsOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisionsof this Section 4.03, the Company will comply with the applicable securities laws and regulations andwill not be deemed to have breached its obligations under such provisions by virtue of such compliance. In the event that, pursuant to this Section 4.03 hereof, the Company shall be required tocommence an offer (an “Asset Sale Excess Proceeds Offer”) to all Holders to purchase the maximumprincipal amount of Securities that may be purchased at the Asset Sale Excess Proceeds Offer Pricewith an amount equal to the sum of (x) the Pro Rata Percentage Amount with respect to such AssetSale Excess Proceeds Offer applicable to the Securities plus (y) the Asset Sale Excess Proceeds OtherSecured Notes Unused Amount, if any, with respect to such Asset Sale Excess Proceeds Offer (the“Asset Sale Excess Proceeds Offer Amount”), the Company shall follow the procedures specifiedbelow: (a) The Asset Sale Excess Proceeds Offer shall remain open for a period of 20Business Days following its commencement and no longer, except to the extent that a longer period isrequired by applicable law (the “Asset Sale Excess Proceeds Offer Period”). No later than fiveBusiness Days after the termination of the Asset Sale Excess Proceeds Offer Period (the “Asset SaleExcess Proceeds Offer Purchase Date”), the Company shall purchase and pay the Asset Sale ExcessProceeds Offer Price with respect to all Securities validly tendered and accepted for purchase, or if theamount of Securities validly tendered at the Asset Sale Excess Proceeds Offer Price with respect to allSecurities validly tendered is greater than the Asset Sale Excess Proceeds Offer Amount, the Companyshall purchase and pay for Securities validly tendered at the Asset Sale Excess Proceeds Offer Price inan aggregate amount equal to the Asset Sale Excess Proceeds Amount. Payment for any Securities sopurchased shall be made in the manner prescribed in the Securities. (b) Upon the commencement of an Asset Sale Excess Proceeds Offer, theCompany shall send awritten notice to each of the Holders with a copy to the Trustee. The notice shallcontain all instructions and materials necessary to enable such Holders to tender Securities pursuant tothe Asset Sale Excess Proceeds Offer. The Asset Sale Excess Proceeds Offer shall be made to allHolders. The notice, which shall govern the terms of the Asset Sale Excess Proceeds Offer, shall state: (1) that the Asset Sale Excess Proceeds Offer is being made pursuant to thisSection 4.03 hereof, and the length of time the Asset Sale Excess Proceeds Offer shall remainopen, including the time and date the Asset Sale Excess Proceeds Offer will terminate (the“Asset Sale Excess Proceeds Termination Date”); (2) the Asset Sale Excess Proceeds Offer Price; (3) that the aggregate amount to be applied to purchase the Securities in the AssetSale Excess Proceeds Offer will consist of an amount equal to the Pro Rata Percentage Amountapplicable to the Securities (and specifying such amount) plus, depending on the extent to whichOther Secured Notes are not tendered in the Asset Sale Excess Proceeds Other Offer being-63-

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(such Property, “Trigger Release Replacement Property”); provided that (i) as a result of suchrepayment, such Non-Recourse Mortgage Indebtedness or Recourse Indebtedness is satisfied anddischarged in its entirety and, simultaneously with such repayment, all Liens on such Trigger ReleaseReplacement Property and any other property or assets of the Company or any Subsidiary securingsuch Indebtedness are released; (ii) no Event of Default shall have occurred and be continuing or wouldoccur as a consequence thereof; (iii) such Trigger Release Replacement Property shall be deemed listedunder Category 1 on Annex I hereto and the Company shall promptly deliver to the Collateral Agent thedocuments and certificates required by Section 4.14 and Article 12 of this Indenture; and (iv) prior to orsimultaneously with or within ten (10) Business Days after the repayment of the Indebtedness previouslysecured by such Trigger Release Replacement Property (or 45 days in the case of a mortgage), (i) (x)the Subsidiary owning such Trigger Release Replacement Property (and each other Subsidiary owning(directly or indirectly) Capital Stock in such Subsidiary) shall be a Subsidiary Guarantor or become aSubsidiary Guarantor pursuant to Section 4.07 and (y) the Collateral Agent has been granted a valid,enforceable perfected first-priority security interest (subject only to Permitted Collateral Liens) in suchTrigger Release Replacement Property in accordance with Section 4.14 and (ii) in the manner specifiedin Section 12.02(c) and Section 12.04(e) of this Indenture, the Company or such Subsidiary Guarantorshall have executed and delivered to the Collateral Agent such Security Documents referred to thereinor as shall otherwise be reasonably necessary to vest in the Collateral Agent a valid, enforceableperfected security interest or other Liens in or on such Trigger Release Replacement Property and tohave such Trigger Release Replacement Property added to the Collateral, together with appropriateOpinions of Counsel (of scope and substance substantially the same as the Issue Date Opinions, if any)with respect to, among other things, the creation, validity, perfection, enforceability and priority of suchSecurity Documents and an Officer’s Certificate and Opinion of Counsel as to the satisfaction of theforegoing requirements (such Opinions of Counsel and Officer’s Certificate also to be delivered to theTrustee); and thereupon all provisions of this Indenture relating to the Collateral shall be deemed torelate to such Trigger Release Replacement Property in the same extent and with the same force andeffect. For the avoidance of doubt, Excluded Release Trigger Event Proceeds shall not be CollateralRelease Excess Proceeds subject to this Section 4.04. Pending the final application of any Net Available Cash from any Collateral Release ExcessProceeds Offer, upon the actual receipt by the Company or a Subsidiary of the Net Available Cashattributable to Collateral Release Excess Proceeds, (i) the Company will notify the Collateral Agent ofsuch receipt and (ii) the Company shall cause, or cause such Subsidiary to cause, such amounts (suchamounts, the “Pending Redemption Cash”) to be deposited directly by the Company or suchSubsidiary in a deposit account subject to a valid and perfected Lien in favor of the Collateral Agentfree of any other Lien (other than the Lien of the Secured Debt Documents or any other PermittedCollateral Lien), and the Pending Redemption Cash will constitute Collateral pending application in theCollateral Release Excess Proceeds Offer or Collateral Release Excess Proceeds Redemption. The Collateral Release Excess Proceeds Offer Price shall be at the prices set forth below(expressed in percentages of principal amount on the Collateral Release Excess Proceeds PurchaseDate), plus accrued and unpaid interest to but excluding the Collateral Release Excess ProceedsPurchase Date (subject to the right of Holders of record on the relevant Regular Record Date to receiveinterest due on the relevant Interest Payment Date), if purchased during the periods set forth below: Period Collateral Release Excess Proceeds Offer Price Issue Date to [May 14], 2023 100.0% -66-

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[May 15], 2023 to [May 14, 2024] 105.0% [May 15, 2024] to [May 14, 2025] 102.5% [May 15, 2025] and thereafter 100.0% On the Collateral Release Excess Proceeds Purchase Date, the Company will deposit with theTrustee such respective portions of the Collateral Release Excess Proceeds as will enable the Trustee,to the extent of the Securities tendered in such Collateral Release Excess Proceeds Offer, to apply theportion of such Collateral Release Excess Proceeds equal to the product of (x) the amount of theSecurities validly tendered and accepted for purchase in the Collateral Release Excess Proceeds Offerand (ii) the Collateral Release Excess Proceeds Offer Price plus accrued and unpaid interest to butexcluding the Collateral Release Excess Proceeds Purchase Date (subject to the right of Holders ofrecord on the relevant record date to receive interest due on the relevant Interest Payment Date). Forthe avoidance of doubt, the Company’s making of any Collateral Release Excess Proceeds Offer shallnot constitute a redemption of Securities. Any Collateral Release Excess Proceeds remaining after consummation of a Collateral ReleaseExcess Proceeds Offer shall be applied in the related Collateral Release Excess Proceeds Redemption. If the aggregate Collateral Release Excess Proceeds Offer Price payable in respect of the aggregateprincipal amount of Securities tendered into such Collateral Release Excess Proceeds Offer exceeds theCollateral Release Excess Proceeds Offer Amount, the Trustee will select the Securities to bepurchased on a pro rata basis. Upon surrender of a Security that is repurchased in part, the Companyshall issue in the name of the applicable Holder and the Trustee shall authenticate for such Holder at theexpense of the Company a new Security equal in principal amount to the non-repurchased portion ofthe Security surrendered. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act andany other securities laws and regulations thereunder to the extent those laws and regulations areapplicable in connection with each repurchase of Securities pursuant to an Collateral Release ExcessProceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with theprovisions of this Section 4.04, the Company will comply with the applicable securities laws andregulations and will not be deemed to have breached its obligations under such provisions by virtue ofsuch compliance. In the event that, pursuant to this Section 4.04 hereof, the Company shall be required tocommence a Collateral Release Excess Proceeds Offer, the Company shall follow the proceduresspecified below: (a) The Collateral Release Excess Proceeds Offer shall remain open for a period of20 Business Days following its commencement and no longer, except to the extent that a longer periodis required by applicable law (the “Collateral Release Excess Proceeds Offer Period”). No later thanfive Business Days after the termination of the Collateral Release Excess Proceeds Offer Period (the“Collateral Release Excess Proceeds Offer Purchase Date”), the Company shall purchase and paythe Collateral Release Excess Proceeds Offer Price with respect to all Securities validly tendered andaccepted for purchase, or if the amount of Securities validly tendered at the Collateral Release ExcessProceeds Offer Price with respect to all Securities validly tendered is greater than the Collateral ReleaseExcess Proceeds Offer Amount, the Company shall purchase and pay for Securities validly tendered atthe Collateral Release Excess Proceeds Offer Price in an aggregate amount equal to the Collateral-67-

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Release Excess Proceeds Amount. Payment for any Securities so purchased shall be made in themanner prescribed in the Securities. (b) Upon the commencement of an Collateral Release Excess Proceeds Offer, theCompany shall send, by first class mail, a written notice to each of the Holders, with a copy to theTrustee. The notice shall contain all instructions and materials necessary to enable such Holders totender Securities pursuant to the Collateral Release Excess Proceeds Offer. The Collateral ReleaseExcess Proceeds Offer shall be made to all Holders. The notice, which shall govern the terms of theCollateral Release Excess Proceeds Offer, shall state: (1) that the Collateral Release Excess Proceeds Offer is being made pursuant tothis Section 4.04 hereof, and the length of time the Collateral Release Excess Proceeds Offershall remain open, including the time and date the Collateral Release Excess Proceeds Offer willterminate (the “Collateral Release Excess Proceeds Termination Date”);(2) the Collateral Release Excess Proceeds Offer Price; (3) that the aggregate amount to be applied to purchase the Securities in theCollateral Release Excess Proceeds Offer will consist of an amount equal to the Pro RataPercentage Amount applicable to the Securities (and specifying such amount);(4) that any Security not tendered or accepted for payment shall continue to accrueinterest; (5) that, unless the Company defaults in making such payment, any Securityaccepted for payment pursuant to the Collateral Release Excess Proceeds Offer shall cease toaccrue interest after the Collateral Release Excess Proceeds Offer Purchase Date;(6) that Holders electing to have a Security purchased pursuant to any CollateralRelease Excess Proceeds Offer shall be required to surrender the Security, properly endorsedfor transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverseof the Security completed and such customary documents as the Company may reasonablyrequest, to the Company or a Paying Agent at the address specified in the notice, before theCollateral Release Excess Proceeds Termination Date; (7) that Holders shall be entitled to withdraw their election if the Company or thePaying Agent, as the case may be, receives, prior to the Collateral Release Excess ProceedsTermination Date, a telegram, telex, facsimile transmission or letter setting forth the name of theHolder, the principal amount of the Security the Holder delivered for purchase and a statementthat such Holder is withdrawing his election to have such Security purchased;(8) that, if the aggregate principal amount of Securities surrendered by Holders atthe Collateral Release Excess Proceeds Offer Price exceeds the Collateral Release ExcessProceeds Offer Amount, the Trustee shall select the Securities to be purchased on a pro ratabasis on the basis of the aggregate principal amount of validly tendered Securities (with suchadjustments as may be deemed appropriate by the Trustee so that only Securities indenominations of $1.00, or integral multiples of $1.00 in excess of $1.00, shall be purchased);and -68-

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(5) Any Indebtedness (other than the Other Secured Notes) of the Company, theREIT, any Guarantor or any Significant Subsidiary that is or becomes recourse to the Company,the REIT, any Guarantor or any Significant Subsidiary is not paid within any applicable grace orcure period after final maturity or is accelerated by the holders thereof because of a default andthe total amount of such Indebtedness unpaid or accelerated exceeds $150.0 million, or itsforeign currency equivalent at the time, and such acceleration continues for 30 days after thenotice specified below; (6) the Company, any Guarantor, the REIT or any Significant Subsidiary pursuantto or within the meaning of any Bankruptcy Law: (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntarycase; (C) consents to the appointment of a Custodian of it or for any substantialpart of its property; or (D) makes a general assignment for the benefit of its creditors; or takes anycomparable action under any foreign laws relating to insolvency;(7) a court of competent jurisdiction enters an order or decree under anyBankruptcy Law that: (A) is for relief against the Company, the REIT, any Guarantor or anySignificant Subsidiary in an involuntary case; (B) appoints a Custodian of the Company, the REIT, any Guarantor or anySignificant Subsidiary or for any substantial part of its property; or(C) orders the winding up or liquidation of the Company, the REIT, anyGuarantor or any Significant Subsidiary; or any similar relief is granted under any foreign laws and the order or decree remains unstayedand in effect for 60 days; (8) (i) any judgment or decree for the payment of money in excess of $25.0 millionor its foreign currency equivalent at the time such judgment or decree is entered against theCompany or any Significant Subsidiary (net of any amounts which are covered by enforceableinsurance policies issued by solvent carriers or by third party indemnities), remains outstandingfor a period of 60 consecutive days following the entry of such judgment or decree and is notdischarged, waived or the execution thereof stayed[, (ii) any judgment or decree for thepayment of money in excess of $150.0 million or its foreign currency equivalent at the time suchjudgment or decree is entered against the REIT or the Operating Partnership (net of anyamounts which are covered by enforceable insurance policies issued by solvent carriers or bythird party indemnities), remains outstanding for a period of 60 consecutive days following theentry of such judgment or decree and is not discharged, waived, the execution thereof stayed orotherwise bonded, or (iii) any warrant, writ of attachment, execution or similar process shall be-84-

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issued against any property of the REIT or the Operating Partnership which exceeds,individually or together with all other such warrants, writs, executions and processes, $150.0million and such warrant, writ, execution or process shall not be paid, discharged, vacated,stayed or bonded for a period of 60 consecutive days];; provided, however, that,notwithstanding the foregoing, subclauses (ii) and (iii) of this clause (8) shall not constitute anEvent of Default in the event that (a) either (x) the Other Secured Notes Indenture has beensatisfied and discharged in accordance with Section 8.01(a) of the Other Secured NotesIndenture or (y) the covenant defeasance or legal defeasance of the Other Secured NotesIndenture has been effected in accordance with Section 8.01(b) of the Other Secured NotesIndenture and (b) with respect to any such judgments or warrants against the REIT, the REIT’sguaranty pursuant to the New Bank Term Loan Facility has been terminated or validly released,or with respect to any such judgments or warrants against the Operating Partnership, theOperating Partnership’s guaranty pursuant to the New Bank Term Loan Facility has beenterminated or validly released; (9) any Note Guarantee is held in any judicial proceeding to be unenforceable orinvalid or ceases to be in full force and effect (other than in accordance with the terms of suchNote Guarantee) or any Guarantor denies or disaffirms its obligations under its Note Guarantee(other than in accordance with the terms of such Note Guarantee);(10) the occurrence of either of the following: (A) except as permitted by the Security Documents, any Lien purported tobe granted under any Security Document on Collateral, individually or in the aggregate,having a Fair Market Value in excess of $50.0 million, ceases to be an enforceable andperfected first priority Lien, subject to the Collateral Agency and IntercreditorAgreement and Permitted Collateral Liens and such default is not remedied within 60days after the notice specified below; or (B) the Company or any other Grantor, or any Person acting on behalf ofany of them, denies or disaffirms, in writing, any obligation of the Company or any otherGrantor set forth in or arising under any Security Document establishing Liens securingthe Secured Obligations; (11) the occurrence and continuance of an “Event of Default” under (and as definedin) the Other Secured Notes Indenture; (12) default under any Indebtedness of or Guarantee by the Operating Partnership,the REIT, the New Bank Claim Borrower or Subsidiary of the Operating Partnership (otherthan the Company or a Subsidiary of the Company) with an aggregate principal amount inexcess of $150.0 million, whether such Indebtedness or Guarantee now exists, or is createdafter the Issue Date, unless the New Bank Claim Borrower or the Operating Partnership hasagreed to a foreclosure or similar arrangement for any property that does not secure orconstitute collateral under the New Bank Term Loan Facility;(13) the Limited Guarantee is not (or is claimed by the REIT not to be) in full forceand effect with respect to the Securities; -85-

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(14) failure by the Company to comply with its obligation to exchange the Securitiesin accordance with the terms of this Indenture upon exercise of a Holder’s exchange right, andsuch default continues for five Business Days; or (15) failure by the Company to provide any notice with respect to a Make-WholeFundamental Change or a Fundamental Change in accordance with the provisions of Section13.02(d) or Section 14.02(d), as applicable, within the time so required to provide such notice,and such failure continues for three Business Days. The foregoing will constitute Events of Default whatever the reason for any such Event ofDefault and whether it is voluntary or involuntary or is effected by operation of law or pursuant to anyjudgment, decree or order of any court or any order, rule or regulation of any administrative orgovernmental body. The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal orstate law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee,liquidator, custodian or similar official under any Bankruptcy Law. A Default under clauses (4) or (5) or (10)(A) is not an Event of Default until the Trustee or theHolders of at least 25% in principal amount of the outstanding Securities notify the Company of theDefault and the Company does not cure such Default within the time specified after receipt of suchnotice. Such notice must specify the Default, demand that it be remedied and state that such notice is a“Notice of Default”. The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, writtennotice in the form of an Officer’s Certificate of any Event of Default under clauses (1), (2), (4), (5), (8),(9), (10), (11), (12), (13), (14) and (15), its status and what action the Company is taking or proposesto take with respect thereto. SECTION 6.02 Acceleration. (a) If an Event of Default (other than an Event of Defaultspecified in Section 6.01(6) or (7) with respect to the Company) occurs and is continuing, upon receiptby the Trustee of written direction from the Holders of a majority in principal amount of the Securities,the Trustee by written notice to the Company, or the Holders of at least 25% in principal amount of theSecurities by written notice to the Company and the Trustee, may declare the principal of and accruedbut unpaid interest and relevant or applicable premium, Acceleration Premium or redemption price onall the Securities to be due and payable. Upon such a declaration, such principal, interest and applicablepremium, Acceleration Premium or redemption price shall be due and payable immediately. If an Eventof Default specified in Section 6.01(6) or (7) with respect to the Company occurs, the principal of andinterest and applicable premium, Acceleration Premium or redemption price on all the Securities shallipsofacto become and be immediately due and payable without any declaration or other act on the partof the Trustee or any Securityholders. The Holders of a majority in principal amount of the Securities bywritten notice to the Trustee and the Company may rescind an acceleration and its consequences if therescission would not conflict with any judgment or decree and if all existing Events of Default have beencured or waived except nonpayment of principal or interest that has become due solely because ofacceleration. No such rescission shall affect any subsequent Default or impair any right consequentthereto. -86-

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FIRST: to the Trustee, the Collateral Agent and their agents for amounts due under Section7.07; SECOND: to Securityholders for amounts due and unpaid on the Securities for principal andinterest ratably, without preference or priority of any kind, according to the amounts due and payable onthe Securities for principal and interest, respectively; andTHIRD: to the Company as provided in a written direction from the Company. The Trustee may fix a record date and payment date for any payment to Securityholderspursuant to this Section. At least 15 days before such record date, the Company shall mail to eachSecurityholder and the Trustee a written notice that states the record date, the payment date andamount to be paid. SECTION 6.11 Undertaking for Costs. In any suit for the enforcement of any right orremedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it asTrustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking topay the costs of the suit, and the court in its discretion may assess reasonable costs, includingreasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and goodfaith of the claims or defenses made by the party litigant. This Section does not apply to a suit by theTrustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in aggregateprincipal amount of the Securities. SECTION 6.12 Waiver of Stay or Extension Laws. The Company (to the extent it maylawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take thebenefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter inforce, which may affect the covenants or the performance of this Indenture; and the Company (to theextent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, andshall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shallsuffer and permit the execution of every such power as though no such law had been enacted. ARTICLE 7 Trustee SECTION 7.01 Duties of Trustee. (a) If an Event of Default has occurred and iscontinuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use thesame degree of care in their exercise as a prudent Person would exercise or use under thecircumstances in the conduct of such Person’s own affairs. (b) Except during the continuance of an Event of Default: (1) the Trustee undertakes to perform such duties and only such duties as arespecifically set forth in this Indenture and no implied covenants or obligations shall be read intothis Indenture against the Trustee; and (2) in the absence of negligence or wilful misconduct on its part, the Trustee mayconclusively rely, as to the truth of the statements and the correctness of the opinions expressedtherein, upon certificates or opinions furnished to the Trustee and conforming to therequirements of this Indenture. However, the Trustee shall examine the certificates and opinions-90-

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to determine whether or not they conform to the requirements of this Indenture (but need notconfirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability for its own negligent action, itsown negligent failure to act or its own wilful misconduct as determined by a final non-appealable orderof a court of competent jurisdiction, except that: (1) this paragraph does not limit the effect of paragraph (b) of this Section;(2) the Trustee shall not be liable for any error of judgment made in good faith by aTrust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;and (3) the Trustee shall not be liable with respect to any action it takes or omits to takein good faith in accordance with a direction received by it pursuant to Section 6.05. (d) No provision of this Indenture shall require the Trustee to expend or risk itsown funds or otherwise Incur financial liability in the performance of any of its duties hereunder or in theexercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment ofsuch funds or adequate indemnity against such risk or liability is not assured to it. (e) The Trustee shall not be liable for interest on any money received by it exceptas the Trustee may agree in writing with the Company. (f) Money held in trust by the Trustee need not be segregated from other fundsexcept to the extent required by law. (g) Every provision of this Indenture relating to the conduct or affecting the liabilityof or affording protection to the Trustee shall be subject to the provisions of this Section and to theprovisions of the TIA. SECTION 7.02 Rights of Trustee. (a) The Trustee may rely on any document believed by it to be genuine and to havebeen signed or presented by the proper person. The Trustee need not investigate any fact or matterstated in the document. (b) Before the Trustee acts or refrains from acting in any respect, it may require anOfficer’s Certificate and/or an Opinion of Counsel. The Trustee shall not be liable for any action it takesor omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel. (c) The Trustee may act through its attorneys and agents and shall not beresponsible for the misconduct or negligence of any such agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in goodfaith which it believes to be authorized or within its rights or powers. (e) The Trustee may consult with counsel, and the advice or opinion of counsel withrespect to legal matters relating to this Indenture and the Securities shall be full and complete-91-

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SECTION 9.03 Compliance with Trust Indenture Act. Subject to Section 16.06, everyamendment or supplement to this Indenture or the Securities shall be set forth in a supplementalindenture hereto that complies with the TIA as then in effect. A consent to any amendment, supplement or waiver under this Indenture or any amendment orsupplement to any Note Document by any Holder given in connection with a purchase, tender orexchange of such Holder’s Securities shall not be rendered invalid by such purchase, tender orexchange. SECTION 9.04 Revocation and Effect of Consents and Waivers. A consent to anamendment or a waiver by a Holder of a Security shall be a continuing consent and shall bind theHolder and every subsequent Holder of that Security or portion of the Security that evidences the samedebt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on theSecurity. However, any such Holder or subsequent Holder may revoke the consent or waiver as tosuch Holder’s Security or portion of the Security if the Trustee receives the notice of revocation inwriting before the date the amendment or waiver becomes effective. After an amendment or waiverbecomes effective, it shall bind every Securityholder. An amendment or waiver becomes effective uponthe execution of such amendment or waiver by the Trustee. The Company may, but shall not be obligated to, fix a record date for the purpose ofdetermining the Securityholders entitled to give their consent or take any other action described aboveor required or permitted to be taken pursuant to this Indenture. If a record date is fixed, thennotwithstanding the immediately preceding paragraph, those Persons who were Securityholders at suchrecord date (or their duly designated proxies), and only those Persons, shall be entitled to give suchconsent or to revoke any consent previously given or to take any such action, whether or not suchPersons continue to be Holders after such record date. No such consent shall be valid or effective formore than 120 days after such record date unless consent from the Holders of the principal amount ofSecurities required hereunder for such amendment or waiver to be effective also shall have been givenand not revoked within such 120-day period. After an amendment or waiver becomes effective, it willbind every Holder, unless it makes a change described in any of clauses (1) through (13) of Section9.02, in which case, the amendment or waiver will bind only each Holder of a Security who hasconsented to it and every subsequent Holder of a Security or portion of a Security that evidences thesame Indebtedness as the consenting Holder’s Security. SECTION 9.05 Notation on or Exchange of Securities. If an amendment changes theterms of a Security, the Trustee may require the Securityholder to deliver it to the Trustee. The Trusteemay place an appropriate notation on the Security regarding the changed terms and return it to theHolder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for theSecurity shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the validity of suchamendment. SECTION 9.06 Trustee To Sign Amendments. The Trustee shall sign (or, in the case ofany Security Document, the Trustee shall direct the Collateral Agent to sign) any amendment,supplement or waiver authorized pursuant to this Article 9 if the amendment, supplement or waiver doesnot adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent asapplicable. If an amendment, supplement or waiver adversely affects the rights, duties, liabilities orimmunities of the Trustee or Collateral Agent, the Trustee or the Collateral Agent, as applicable, may-103-

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(b) restrict the right of any Holder to sue for payments that are then due and owing,in a matter not inconsistent with the provisions of the Security Documents; or(c) prevent the Trustee or any Holder from exercising against the Company or anyGuarantor any of its other available remedies upon a Default or Event of Default (other than its rights asa secured party, which are subject to the Security Documents). SECTION 11.08 Junior Lien Intercreditor Agreement. If a Junior Lien Intercreditor Agreement is entered into, this Article 11 and the provisions ofeach other Security Document will be subject to the terms, conditions and benefits set forth in the JuniorLien Intercreditor Agreement. The Company and each Guarantor consents to, and agrees to be boundby, the terms of the Junior Lien Intercreditor Agreement, if any, as the same may be in effect from timeto time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder, byits acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, theprovisions of the Junior Lien Intercreditor Agreement and (b) authorizes and instructs the CollateralAgent on behalf of each Holder to enter into the Junior Lien Intercreditor Agreement as[“Priority LienRepresentative” (as such term is defined in the Junior Lien Intercreditor Agreement)] on behalf of suchHolders as [“Priority Lien Secured Parties” (as such term is defined in the Junior Lien IntercreditorAgreement)]. In addition, each Holder authorizes and instructs the Collateral Agent to enter into anyamendments or joinders to the Junior Lien Intercreditor Agreement in accordance with its terms with theconsent of the parties thereto or otherwise in accordance with its terms, without the consent of anyHolder or the Trustee, to add additional Indebtedness as Junior Lien Debt and add other parties (or anyauthorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien onany Collateral securing such additional Indebtedness shall rank junior to the Liens on such Collateralsecuring the Secured Obligations and rank equally with the Liens on such Collateral securing the JuniorLien Debt then outstanding to the extent permitted by this Indenture and the Security Documents. TheTrustee and the Collateral Agent shall be entitled to rely upon an Officer’s Certificate or an Opinion ofCounsel certifying that any such amendment is authorized or permitted under the Note Documents. ARTICLE 12 Limited Guarantee SECTION 12.01 Limited Guarantee Agreement (a) The REIT by its execution of this Indenture hereby agrees with each Holder of aSecurity authenticated and delivered by the Trustee, and with the Trustee on behalf of such Holder asset forth in this Article 12: (b) The REIT, in accordance with the terms hereof, as primary obligor and notmerely as a surety, irrespective of the validity and the legal effects of the Securities, irrespective ofrestrictions of any kind on the performance by each of (i) the New Bank Claim Borrower, (ii) theCompany, (iii) the Operating Partnership and (iv) the Subsidiary Guarantors of their respectiveobligations under the Securities, and waiving all rights of objection and defense arising from theSecurities, but subject to the limitations set forth below, hereby guarantees to the Holders (a) theaggregate principal balance of, and all accrued and unpaid interest on, the Securities and (b) all otherindebtedness, liabilities, obligations, covenants and duties of the Company owing to the Holders ofevery kind, nature and description, under or in respect of the Indenture or the Securities or the other-116-

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subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state UniformFraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. SECTION 12.04 Limited Guarantee Evidenced by Indenture; No Notation of LimitedGuarantee. The Limited Guarantee of the REIT shall be evidenced solely by its execution and deliveryof this Indenture and not by an endorsement on, or attachment to, any Security of the Limited Guaranteeor notation thereof. The REIT hereby agrees that the Limited Guarantee set forth in Article 12 hereof shall be andremain in full force and effect notwithstanding any failure to endorse on any Security a notation of theLimited Guarantee. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shallconstitute due delivery of the Limited Guarantee set forth in this Indenture on behalf of the REIT. ARTICLE 13 Exchange of Securities SECTION 13.01 Exchange Privilege (a) Subject to the conditions and upon compliance with the provisions of thisArticle 13, a Holder shall have the right to surrender for exchange all or any portion (if the portion to beexchanged is $1.00 principal amount or an integral multiple thereof) of its Securities with the Companyat any time until the close of business on the second Scheduled Trading Day immediately prior to theMaturity Date. Upon exchange of Securities, the holder shall be entitled to receive from the Companythe amounts and types of consideration due upon exchange specified in Section 13.04 based on theapplicable Exchange Rate then in effect and the exchange amount for the Securities being exchanged onthe applicable Exchange Date. The Exchange Rate in effect at any time shall be subject to adjustment inthe manner set forth herein. (b) The Securities may not be exchanged after the close of business on the secondScheduled Trading Day immediately preceding the Maturity Date. SECTION 13.02 Increase of Exchange Rate Upon Exchange in Connection with aMake-Whole Fundamental Change (a) If a Holder elects to exchange any Securities pursuant to Section 13.03 inconnection with a Make-Whole Fundamental Change (a “Holder Make-Whole Optional Exchange”),then the Company shall increase the Exchange Rate for such Securities so surrendered for exchange bya number of additional shares of Common Stock (the “Additional Shares”) under the circumstancesand as set forth below. An exchange of Securities shall be deemed for these purposes to be “inconnection with” a Make-Whole Fundamental Change if the related Notice of Exchange is received bythe Exchange Agent during the period that begins on (and includes) the Effective Date of such Make-Whole Fundamental Change and ends on (and includes) the Business Day immediately prior to therelated Fundamental Change Purchase Date (or, in the case of a Make-Whole Fundamental Changethat would have been a Fundamental Change but for subclause (1) of the proviso in clause (iv) of thedefinition thereof, the 35th Trading Day immediately following the Effective Date of such Make-WholeFundamental Change). -118-

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(b) The number of Additional Shares, if any, by which the Exchange Rate shall beincreased for exchanges in connection with a Make-Whole Fundamental Change shall be determined byreference to the table attached as Schedule A hereto (for purposes of this Section 13.02, the “table”),based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the“Effective Date”) and the Stock Price. The exact Stock Prices and Effective Dates may not be set forth in the table, in which case: (i) if the Stock Price is between two Stock Prices in the table or theEffective Date is between two Effective Dates in the table, the number of AdditionalShares by which the Exchange Rate shall be increased shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher andlower Stock Prices and the earlier and later Effective Dates, as applicable, based on a365-day year; (ii) if the Stock Price is greater than $[___]26.67 per share (subject toadjustment in the same manner as the Stock Prices set forth in the column headings ofthe table pursuant to subsection (c) below), no Additional Shares shall be added to theExchange Rate; and (iii) if the Stock Price is less than $[___]15.00 per share (subject toadjustment in the same manner as the Stock Prices set forth in the column headings ofthe table pursuant to subsection (c) below), no Additional Shares shall be added to theExchange Rate. Notwithstanding the foregoing, in no event will the Exchange Rate after being so increased exceed[_____]66.6666 shares of Common Stock (the “Maximum Exchange Rate”) per $1,000 in exchangeamount of Securities being exchanged, subject to adjustment in the same manner as the Exchange Rateis adjusted pursuant to Section 13.06. (c) The Stock Prices set forth in the first row of the table (i.e., the column headers)and the number of Additional Shares in the table shall be adjusted as of the time at which the ExchangeRate of the Securities is adjusted as set forth in Section 13.06. The adjusted Stock Prices shall equal theStock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator ofwhich is the Exchange Rate in effect immediately prior to the adjustment giving rise to the Stock Priceadjustment and the denominator of which is the Exchange Rate as so adjusted. The numbers ofAdditional Shares within the table attached as Schedule A hereto shall each be adjusted in the samemanner and at the same time as the Exchange Rate is adjusted as set forth in Section 13.06. TheCompany will likewise make appropriate adjustments to such Stock Prices and numbers of AdditionalShares where an Exchange Rate adjustment otherwise required to be made pursuant to the provisionsof Section 13.06(a) through (e) is not made in accordance with the provisions of Section 13.06 thatpermit or require participation by Holders in a Received Dividend or other transaction in lieu of suchExchange Rate adjustment. (d) The Company shall provide notice in writing of an anticipated Make-WholeFundamental Change to all Holders of the Securities, the Trustee and the Exchange Agent no later thanthe 15th Scheduled Trading Day prior to the date on which a Make-Whole Fundamental Changedescribed in clause (iv) of the definition of the term “Fundamental Change” is anticipated to become-119-

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If the Holder of a Security has submitted such Security for purchase upon a Collateral ReleaseExcess Proceeds Offer, such Holder may not surrender such Security for exchange until the Holdervalidly withdraws its election to such Holder’s Security purchased prior to the Collateral Release ExcessProceeds Termination Date, in accordance with Section 4.04. If a Holder submits its Securities forrequired repurchase upon a Collateral Release Excess Proceeds Offer, the Holder’s right to withdrawthe election to such Holder’s Security purchased and exchange the Securities that are subject torepurchase will terminate at the close of business on the Business Day immediately preceding therelevant Collateral Release Excess Proceeds Termination Date. (b) A Holder may exchange fewer than all of such Holder’s Securities so long asthe Securities exchanged are a multiple of $1.00 in principal amount. In case any Definitive Note shallbe surrendered for partial exchange, the Company shall execute and the Trustee shall, upon receipt ofan Officer’s Certificate, authenticate and deliver to or (subject to Section 13.10) upon the written orderof the Holder of the Security so surrendered, without charge to such Holder, a new Definitive Note orDefinitive Notes in authorized denominations in an exchange amount equal to the unexchanged portionof the surrendered Definitive Notes. SECTION 13.04 Settlement of Exchange Obligation (a) Upon exchange of any Security (whether upon election of a Holder pursuant toSection 13.03 or upon election by the Company pursuant to Section 15.01), the Company will satisfyits exchange obligation by paying or delivering, as the case may be, to exchanging Holders, in respect ofthe exchange amount of Securities being exchanged, at the Company’s option (subject to Section13.09), either (1) solely cash (“Cash Settlement”), (2) shares of Common Stock, together with cash, ifapplicable, in lieu of delivering any fractional share of Common Stock in accordance with Section 13.05(“Physical Settlement”) or (3) a combination of cash in a particular Specified Dollar Amount andshares of Common Stock, if any (“Combination Settlement”). The Company will have the right toelect the Settlement Method and (if applicable) the Specified Dollar Amount applicable to any exchangeof a Security of any Exchange Date; provided that (i) the Company shall always use the same Settlement Method andSpecified Dollar Amount, if applicable, for all exchanges occurring on any givenExchange Date and for all exchanges on any Exchange Date on or after the FinalSettlement Method Election Date; (ii) the Company shall initially be deemed to have elected Cash Settlement;(iii) if the Company elects (subject to Section 13.09) a different SettlementMethod and/or to set or reset the Specified Dollar Amount for any Exchange Date, theCompany shall deliver a written notice (the “Settlement Notice”) of the relevantSettlement Method and/or Specified Dollar Amount, and the effective date of suchSettlement Method and/or Specified Dollar Amount (which shall be no earlier than theBusiness Day preceding the date on which the Settlement Notice is delivered) to theHolders, the Trustee and the Exchange Agent (if not the Trustee) no later than the closeof business on the Business Day immediately after such Exchange Date;(iv) if the Company elects to use Combination Settlement and fails tospecify a Specified Dollar Amount in the Settlement Notice relating to its election of-121-

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(d) The Company shall give the Trustee and Paying Agent and each Holder awritten notice of the Fundamental Change within [30 calendar] days after the effective date of suchFundamental Change (such notice, the “Fundamental Change Purchase Right Notice”) and of thepurchase right at the option of Holders arising as a result thereof. Such notice shall be either by firstclass mail or, with respect to Global Securities, in accordance with the Applicable Procedures. The Fundamental Change Purchase Right Notice shall specify (if applicable): (i) the events causing the Fundamental Change; (ii) the effective date of the Fundamental Change; (iii) the Fundamental Change Expiration Time and that such time is thedeadline prior to which a Holder must exercise the purchase right pursuant to thisArticle 14; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and address of the Paying Agent and the Exchange Agent, ifapplicable; (vii) the applicable Exchange Rate and any adjustments to the applicableExchange Rate; (viii) that Securities with respect to which a Fundamental Change PurchaseNotice has been delivered by a Holder may be exchanged only if the Holder withdrawsthe Fundamental Change Purchase Notice in accordance with this Section 14.03;(ix) that the Holder shall have the right to withdraw the FundamentalChange Purchase Notice as to any Securities prior to the Fundamental ChangeExpiration Time; and (x) the procedures that Holders must follow to require the Company topurchase their Securities. No failure of the Company to give the foregoing notices and no defect therein shall limit theHolders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Securitiespursuant to this Section 14.02. Notwithstanding anything herein to the contrary, the Company shall not be required to deliver aFundamental Change Notice or to purchase any Securities upon the occurrence of a FundamentalChange if the Company has delivered a notice of redemption of all of the Securities in accordance withSection 3.07(b), unless and until there is a default in the payment of the redemption price. Contemporaneously with providing such Fundamental Change Purchase Right Notice, theCompany shall publish a notice containing the information in such notice in a newspaper of general-144-

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Any Company Optional Exchange pursuant to this Article 15 shall be made in compliance withthe provisions of Sections 13.03 and 13.04 and the other applicable provisions of Article 13. SECTION 15.04 Restrictions on Exchange The Company may not exchange any Securities pursuant to this Article 15 on any date if theprincipal amount of the Securities has been accelerated in accordance with the terms of this Indenture,and such acceleration has not been rescinded, on or prior to the Exchange Date (except in the case ofan acceleration resulting from a Default by the Company in the payment of the Settlement Amount withrespect to such Securities). SECTION 15.05 Securities Exchanged in Part. Upon surrender of a Security that isexchanged in part, the Company shall execute and the Trustee shall authenticate for the Holder (at theCompany’s expense) a new Security equal in principal amount to the unexchanged portion of theSecurity surrendered. ARTICLE 16 MISCELLANEOUS SECTION 16.01 Trust Indenture Act Controls. If any provision of this Indenture limits,qualifies or conflicts with the duties imposed by TIA § 318(c), such TIA-imposed duties shall control. Ifany provision hereof limits, qualifies or conflicts with a provision of the TIA which is required to be apart of and govern this Indenture, such required provision of the TIA shall control. If any provision ofthis Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, theprovision of the TIA shall be deemed to apply to this Indenture as so modified or shall be excluded, asthe case may be. SECTION 16.02 Notices. Any notice or communication shall be in writing and deliveredin person or mailed by first-class mail addressed as follows: if to the Company or any Guarantor: CBL & Associates HoldCo II, LLC 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421-6000 Attention: [Chief Financial Officer] if to the REIT: CBL & Associates HoldCo II, LLC 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421-6000 Attention: [Chief Financial Officer] if to the Trustee or Collateral Agent: Wilmington Savings Fund Society, FSB 500 Delaware Avenue, 11th Floor Wilmington, DE 19801 -149-

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as ofthe date first written above. CBL & ASSOCIATES HOLDCO II, LLC, as the Company By: Name: Title: CBL & ASSOCIATES PROPERTIES, INC., as the REIT By: Name: Title: GUARANTORS: [To come.] TRUSTEE AND COLLATERAL AGENT: WILMINGTON SAVINGS FUND SOCIETY, FSB, as the Trustee and Collateral Agent By: : Name: Title: [Signature Page to Indenture]

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Collateral and Credit Support for Securities Category 1– Certain Mall Assets  Brookfield Square  Dakota Square  Eastland Mall (including (Parcel(s) in Main Project))  Harford Mall  Laurel Park Place  Meridian Mall (leasehold)  Mid Rivers Mall  Monroeville Mall and Annex  Monroeville Mall - Anchor  Monroeville Mall - District  Northpark Mall  Old Hickory Mall  Parkway Place  South County Center  St. Clair Square (fee)  St. Clair Square (leasehold)  Stroud Mall (leasehold)  Stroud Mall (fee)  York Galleria Certain Associated Centers & Other Properties  840 Greenbrier Circle Category 2 None. Category 3 –  Alamance Crossing – West  Brookfield Square – Bluemound Road parcel (fee)/Lifestyle Center Brookfield Square – Bluemound Road parcels (leasehold)/Lifestyle Center Brookfield Square – Moreland Road Outparcels72 72Brookfield Square – Mooreland Road Outparcels. These parcels are not currently subdivided from the mall tract. Upon completion of the subdivision, these outparcels will be released from Brookfield Square in Category 1(including a release from any mortgage or pledge related thereto) and placed in Category 3.

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 CoolSprings Crossing  CoolSprings Crossing – Parcel(s) in the Main Project  Cross Creek – Sears - Parcel(s) in the Main Project  Courtyard at Hickory Hollow  Cross Creek Mall – Sears  Dakota Square - Parcel(s) in the Main Project  Dakota Square – Mgmt GL Parcels  Dakota Square – Lot 8 (Scheels Ground Lease)  East Towne Mall – Outparcel  East Towne Mall – Parcel  Eastgate Mall – Sears  Eastgate Mall – Shops at Eastgate  Eastland Mall – Macy’s  Fayette Mall – Parcel(s) in the Main Project83  Frontier Square  Gunbarrel Pointe  Hamilton Place – Sears  Hamilton Place – Sears – Parcel(s) in the Main Project  Hanes Mall – Restaurants  Harford Mall – Annex  Jefferson Mall – Macy’s / Round 1  Jefferson Mall – Sears  Jefferson Mall – Self Development  Kirkwood Mall – Mgmt GL Parcels  Laurel Park Mall – Parcel(s) in the Main Project  Layton Hills Mall – Mgmt GL Parcels  Layton Hills Mall – Outparcel II  Mall del Norte TX Outparcel  Mayfaire Town Center – Mgmt GL Parcels 83Fayette Mall – Parcel(s) in the Main Project is currently encumbered, but the parties hereto agree that upon suchproperty’s release (which is expected to occur in connection with the extension and modification of the existing loansecured by Fayette Mall), such property shall be included in Category 3.

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 Coastal Grand OP (fee)  Coastal Grand OP (leasehold)  CoolSprings Galleria  CoolSprings Macy’s Outparcel (leasehold)  Friendly Shopping Center  Friendly Center – Belk Homestore  Governor’s Square  Kentucky Oaks  Northgate Mall – JCP  Northgate Mall – Sears  Oak Park Mall  Outlet Shoppes at Atlanta – Tract 1A  Outlet Shoppes at Atlanta – Tract 1A1  Outlet Shoppes at Atlanta – Outparcel  Outlet Shoppes at Atlanta – Tract 1B and others  Outlet Shoppes at El Paso – OP  Outlet Shoppes at El Paso – OP II  Outlet Shoppes at El Paso – Phase I and Phase II  Outlet Shoppes at El Paso – .2763 Acre Tract  Outlet Shoppes at Gettysburg – Phase I  Outlet Shoppes at Gettysburg – Phase II  Outlet Shoppes at Laredo  Outlet Shoppes of the Bluegrass  Outlet Shoppes of the Bluegrass – Phase II  Outlet Shoppes of the Bluegrass – OP Tract 11  Outlet Shoppes of the Bluegrass – OP Tract 8  Shops at Friendly Center – Phase I and II  West County Center Associated Centers  Coastal Grand Outparcel – Fee Outparcels  Governor’s Square Plaza  York Town Center  York Town Center – Former Pier 1 Community Centers  Ambassador Town Center  Fremaux Town Center Phase I and II  Fremaux Town Center – Slidell Development Company, L.L.C. Land Hammock Landing – Phase I

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 Hammock Landing – Phase II  Pavilion at Port Orange – Phase I  Promenade at D’Iberville  Shoppes at Eagle Point Storage  Eastgate Mall – Self Storage  Hamilton Place – Self Storage  Mid Rivers – Self Storage  Parkdale Mall – Self Storage Other  Hamilton Corner – AAA Parcel  Hamilton Place – ALOFT Hotel  Statesboro – Land  Pavilion at Port Orange West JV – Apts Other Encumbered Properties  Alamance Crossing – East  Arbor Place Main Mall (Arbor Place II, LLC)  Asheville Mall94  Brookfield Square – Sears and Street Shops  Cross Creek Mall  Eastgate Mall105 94The parties hereto agree that any interest in Asheville Mall will be released upon foreclosure or conveyance of theproperty in satisfaction of the loan. 105The parties hereto agree that any interest in Eastgate Mall will be released upon foreclosure or conveyance of theproperty in satisfaction of the loan.

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 Fayette Mall and Fayette Mall – Sears Renovation116  Greenbriar Mall127  Jefferson Mall  Northwoods Mall  Park Plaza Mall138  Parkdale Mall  Parkdale Crossing (including Lifeway Christian Redevelopment) Southpark Mall  Volusia Mall  Westgate Mall Category 5 None. Category 6 None. Category 7 –  CBL Center – Phase I and II  Hamilton Corner  Hamilton Crossing and Expansion  Hamilton Place – Regal Cinema 116Fayette Mall – Sears Renovation is not encumbered as of the Effective Date, but the parties hereto agree thatsuch property shall be added as collateral to the existing encumbrance as part of the upcoming extension andmodification of the existing loan. 127The parties hereto agree that any interest in Greenbier Mall will be released upon foreclosure or conveyance ofthe property in satisfaction of the loan. 138The parties hereto agree that any interest in Park Plaza Mall will be released upon foreclosure or conveyance ofthe property in satisfaction of the loan.

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 Hamilton Place – Lebcon (Land)  Hamilton Place Mall and OP  The Shoppes at Hamilton Place  The Terrace Category 8 –  Akron Water Tower and Land  Alamance Crossing, LLC  Alamance Crossing - OP  Arbor Place - APWM, LLC  Arbor Place - OP  CBL/Cherryvale I, LLC - vacant property  Cross Creek – Sears - Parcel(s) in the Main Project (vacant lot 2) Dakota Square OP  Eastgate Mall – Self-Development  Hanes Mall – Lot 2A  Gulf Coast Galleria (D’Iberville CBL Land, LLC)  Gulf Coast Town Center - Peripheral IV - Land  Gulf Coast Town Center - Phase III - Land  Hickory Point Mall - OP  Imperial Valley Commons - Kohl’s and Land  Imperial Valley Mall - OP  Jacksonville Regal Cinema Mgmt  Mayfaire Town Center - Wetlands  Meridian Mall - Land E. Lansing (leasehold interest)  Meridian Mall - Township Property (leasehold interest)  Meridian Mall – Management Fee Parcel  Mid Rivers Land LLC (vacant parcels)  Northpark Mall/Joplin, LLC Hollywood Parcels  Pavilion at Port Orange – Phase II  Pearland Town Center – Outparcel TX Land LLC  Southaven Towne Center vacant parcels  The Landing at Arbor Place - OP

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Release Prices Schedule
Table 1 on page 125. Back to List of Tables
Property Release Price ($ in millions)
Brookfield Square 19.0
Dakota Square 26.0
Eastland Mall (incl. Parcel(s) in Main Project) 5.0
Harford Mall 18.0
Laurel Park Place 9.0
Meridian Mall (leasehold) 13.0
Mid Rivers Mall 22.1
Monroeville Mall and Annex 18.7
Monroeville Mall – Anchor 4.7
Monroeville Mall – District 3.3
Northpark Mall 24.6
Old Hickory Mall 6.0
Parkway Place 42.0
South County Center 32.2
St. Clair Square (fee and leasehold) 60.0
Stroud Mall (fee and leasehold) 6.0
York Galleria 10.0
840 Greenbrier Circle 4.5

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No. $ CUSIP No. 12511C AC4 ISIN US12511CAC47 7.0% Exchangeable Senior Secured Notes due 2028 CBL & Associates HoldCo II, LLC, a Delaware limited liability company, hereby promises topay to Cede & Co., or registered assigns, the principal sum of Dollars [as may be increased ordecreased as set forth on the attached Schedule of Increases or Decreases in Global Security] onNovember 15, 2028. Interest Payment Dates: [May 15] and [November 15]. Regular Record Dates: [May 1] and [November 1]. Additional provisions of this Security are set forth on the other side of this Security. Dated: CBL & ASSOCIATES HOLDCO II, LLC By: Name: Title: By: Name: Title: TRUSTEE’S CERTIFICATE OF AUTHENTICATION WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee, certifies that this is one of the Securities referred to in the Indenture. By: Authorized Signature -2-

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[FORM OF REVERSE SIDE OF SECURITY] 7.0% Exchangeable Senior Secured Notes due 2028 1. Interest CBL & Associates HoldCo II, LLC, a Delaware limited liability company (such company, andits successors and assigns under the Indenture hereinafter referred to, being herein called the“Company”) promises to pay interest on the principal amount of this Security at the rate per annumshown above. The Company shall pay interest semiannually in arrears on [May 15] and [November 15]of each year, commencing[May 15], 2022. Interest on the Securities shall accrue from the most recentdate to which interest has been paid or, if no interest has been paid, from [November 1], 2021. Interestwill be computed on the basis of a 360-day year of twelve 30-day months. The Company shall payinterest on overdue principal at the rate borne by this Security, and it will pay interest on overdueinstallments of interest at the same rate to the extent lawful. Interest on the Securities will accrue at the annual rate set forth above and will be payable solelyin cash. Interest payable at Stated Maturity, upon redemption or repurchase of the Securities shall bepayable in cash. 2. Method of Payment The Company shall pay interest on the Securities (except defaulted interest) to the Persons whoare registered holders of Securities at the close of business on the [•] or [•] (whether or not a LegalHoliday)May 1 or November 1 next preceding the Interest Payment Date even if Securities arecancelled after the Regular Record Date and on or before the Interest Payment Date. Holders mustsurrender Securities to a Paying Agent to collect principal payments. The Company will pay principal,premium and interest and any other cash amounts in money of the United States that at the time ofpayment is legal tender for payment of public and private debts. If a payment date is a Legal Holiday,payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shallaccrue for the intervening period. Payments in respect of the Securities represented by a Global Security(including principal, premium and interest) will be made by wire transfer of immediately available fundsto the accounts specified by the Depository. The Company will make all payments in respect of acertificated Security (including principal, premium and interest) by mailing a check to the registeredaddress of each Holder thereof; provided, however, that payments on a certificated Security will bemade by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United Statesif such Holder elects payment by wire transfer by giving written notice to the Trustee or the PayingAgent to such effect designating such account no later than 30 days immediately preceding the relevantdue date for payment (or such other date as the Trustee may accept in its discretion). 3. Paying Agent and Registrar Initially, Wilmington Savings Fund Society, FSB, a national banking association (the “Trustee”),will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent,Registrar or co-registrar without notice to any Securityholder. The Company or any of its domesticallyincorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar. -3-

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4. Indenture The Company originally issued the Securities under the Indenture dated as of[November 1],2021 (the “Indenture”), among the Company, the REIT, the Guarantors named therein and the Trusteeand Collateral Agent. The terms of the Securities include those stated in the Indenture. Terms defined inthe Indenture and not defined herein have the meanings ascribed thereto in the Indenture. To the extentany provision of any Security conflicts with the express provisions of the Indenture, the provisions of thisIndenture shall govern and be controlling. The Securities are subject to all such terms, andSecurityholders are referred to the Indenture. The Securities are entitled to the benefits of the SecurityDocuments, subject to the terms of the Note Documents, including the Collateral Agency andIntercreditor Agreement. The Indenture contains covenants that, among other things, limit the ability of the Company andits subsidiaries to Incur additional indebtedness; engage in transactions with affiliates; create liens onassets; transfer or sell assets; guarantee indebtedness; and consolidate, merge or transfer all orsubstantially all of its assets and the assets of its subsidiaries. These covenants are subject to importantexceptions and qualifications. 5. No Mandatory Redemption; Optional Redemption The Company shall not be required to make mandatory redemption or sinking fund paymentswith respect to the Securities. Except as set forth under Section 4.03 or Section 4.04 and in Article 14of the Indenture, the Company shall not be required to repurchase the Securities at the option of theHolders. Except upon a Company-elected exchange as to which the Company has elected cashsettlement effected in accordance with Article 15 of the Indenture and except as set forth below, theCompany shall not be entitled to redeem or otherwise prepay the Securities at the Company’s option atany time. On or after [August 15], 2028, the Company may redeem the Securities at its sole option, atany time in whole or in part, upon not less than 10 nor more than 60 days’ notice, at a redemption priceequal to 100% of the principal amount of the Securities to be redeemed plus interest accrued thereon tobut not including the redemption date (provided that interest payments due on or prior to the redemptiondate will be paid to the record Holders of such Securities on the relevant record date). 6. Notice of Redemption Notice of optional redemption pursuant to paragraph 5 will be sent at least 10 days but notmore than 60 days before the redemption date to each Holder of Securities to be redeemed at suchHolder’s registered address. If money sufficient to pay the redemption price of and accrued interest onall Securities (or portions thereof) to be redeemed on the redemption date is deposited with the PayingAgent on or before the redemption date and certain other conditions are satisfied, on and after suchdate interest ceases to accrue on such Securities (or such portions thereof) called for redemption. -4-

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19. Authentication This Security shall not be valid until an authorized signatory of the Trustee (or an authenticatingagent) manually signs the certificate of authentication on the other side of this Security. 20. Abbreviations Customary abbreviations may be used in the name of a Securityholder or an assignee, such asTEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants withrights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=UniformGift to Minors Act). 21. CUSIP Numbers The Company has caused CUSIP and ISIN numbers to be printed on the Securities and hasdirected the Trustee to use such numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or ascontained in any notice of redemption and reliance may be placed only on the other identificationnumbers placed thereon. 22. Governing Law THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BEUSED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE DOCUMENTSWITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWTO THE EXTENT THAT APPLICATION OF THE LAWS OF ANOTHER JURISDICTIONWOULD BE REQUIRED THEREBY. The Company will furnish to any Securityholder upon written request and without charge to theSecurityholder a copy of the Indenture which has in it the text of this Security in larger type. Requestsmay be made to: CBL & Associates HoldCo II, LLC 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421-6000 Attention: [Chief Financial Officer] -8-

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EXHIBIT B FORM OF GUARANTY SUPPLEMENTAL INDENTURE [ ] SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of [•],202120__, among [Name of Future Guarantor(s)] (together with its successors and assigns under theIndenture, the “New Guarantor”), a subsidiary of CBL & Associates HoldCo II, LLC, a Delawarelimited liability company (together with its successors and assigns under the Indenture, the “Company”),CBL & Associates Properties, Inc., a Delaware corporation (together with its successors and assignsunder the Indenture, the “REIT”), the existing Guarantors (as defined in the Indenture referred toherein), the Company and Wilmington Savings Fund Society, FSB, as trustee under the Indenturereferred to herein (in such capacity, together with its successors and assigns under the Indenture, the“Trustee”) and the collateral agent under the Indenture referred to herein (in such capacity, togetherwith its successors and assigns under the Indenture, the “Collateral Agent”). The New Guarantor andthe existing Guarantors are sometimes referred to collectively herein as the “Guarantors,” orindividually as a “Guarantor.” W I T N E S E T H WHEREAS, the Company, the REIT and the existing Guarantors have heretofore executed anddelivered to the Trustee and the Collateral Agent an indenture (the “Indenture”), dated as of[November 1], 2021, relating to the 7.0% Exchangeable Senior Secured Notes due 2028 (the“Securities”) of the Company; WHEREAS, Section 4.07 of the Indenture in certain circumstances requires the Company tocause a Subsidiary that is not then a Guarantor (i) to become a Guarantor by executing a supplementalindenture and (ii) to deliver an Opinion of Counsel to the Trustee as provided in such Section; andWHEREAS, pursuant to Section 9.01 of the Indenture, the Company, the REIT, theGuarantors, the Trustee and the Collateral Agent are authorized to execute and deliver thisSupplemental Indenture to amend or supplement the Indenture without the consent of any Holder;NOW THEREFORE, to comply with the provisions of the Indenture and in consideration of theforegoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,the New Guarantor, the other Guarantors, the Company, the REIT and the Trustee and the CollateralAgent mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities asfollows: -1-

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EXHIBIT C FORM OF MORTGAGE 9This document was prepared by10and after recording should be returned to: MORTGAGE, SECURITY AGREEMENT, FIXTURE FILING, FINANCING STATEMENT AND ASSIGNMENT OF RENTS AND LEASES THIS MORTGAGE, SECURITY AGREEMENT, FIXTURE FILING, FINANCINGSTATEMENT AND ASSIGNMENT OF RENTS AND LEASES (as the same may be amended,restated, supplemented or otherwise modified from time to time, this “Mortgage”) is being made andgranted, dated and effective as of the [1st] day of [November], 2021, by [NAME OF ENTITY], a[____] (“Mortgagor”), having an address at CBL Center – Suite 500, 2030 Hamilton Place Boulevard,Chattanooga, TN 37421, Attention: Chief Financial Officer, to WILMINGTON SAVINGS FUNDSOCIETY, FSB, a federal savings bank, in its capacity as Collateral Agent, having an office at 500Delaware Avenue, 11th Floor, Wilmington, DE 19801, Attention: Patrick Healy (together with itssuccessors and assigns in such capacity, “Mortgagee”), for its benefit and the benefit of the otherSecured Parties. Except as otherwise provided herein, all capitalized terms used but not defined hereinthat are defined in each of the Indentures (as such term is hereafter defined) shall have the respectivemeanings given to them in each of the Indentures; and the term “Act of the Applicable AuthorizedRepresentative” shall have meaning given to it in the Collateral Agency and Intercreditor Agreement. WITNESSETH: WHEREAS, pursuant to the terms and conditions of the Third Amended Joint Chapter 11 Plan,dated May 26, 2021, as the same may be amended, modified or restated from time to time (the “Plan9Note to Draft: Local counsel to confirm notices (e.g., fixture filing, indemnification) and other information (e.g.,specific cover page requirements) to be included 10Note to Draft: Local counsel to confirm if “prepared by” needs to include local counselSignature Page

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of Reorganization”) relating to the reorganization under Chapter 11 of Title 11 of the United StatesCode of the REIT, the Operating Partnership and certain of the direct and indirect Subsidiaries of theREIT, which Plan of Reorganization was confirmed by order, dated August 11, 2021, of theBankruptcy Court, CBL & Associates Holdco II, LLC, a Delaware limited liability company (the“Company”) intends to issue (i) to the Senior Note Holders $455,000,000 aggregate principal amountof the Company’s 10.0% Senior Secured Notes due 2029 (the “Senior Notes”), upon the terms andsubject to the conditions set forth in the Indenture, dated as of the date hereof (as such agreement maybe amended, modified or restated from time to time, the “Senior Note Indenture”), among theCompany, as issuer, the Guarantors, including Mortgagor, REIT and Wilmington Savings Fund Society,FSB, as trustee (in such capacity, together with any successor trustee, the “Senior Note Trustee”) andthe Mortgagee and (ii) to the Exchangeable Note Holders $150,000,000 aggregate principal amount ofthe Company’s 7.0% Exchangeable Senior Secured Notes due 2028 (the “Exchangeable Notes” and,together with the Senior Notes, the “Secured Notes”), upon the terms and subject to the conditions setforth in the Indenture, dated as of the date hereof (as such agreement may be amended, modified orrestated from time to time, the “Exchangeable Note Indenture” and, together with the Senior NoteIndenture, the “Indentures” and each, an “Indenture”), among the Company, as issuer, the Guarantors,including Mortgagor, REIT, Wilmington Savings Fund Society, FSB, as trustee (in such capacity,together with any successor trustee, the “Exchangeable Note Trustee”) and the Mortgagee;WHEREAS, pursuant to the Collateral Agency and Intercreditor Agreement dated as of thedate hereof (as such agreement may be amended, modified or restated from time to time, the “CollateralAgency and Intercreditor Agreement”) among the Company, the Guarantors, including Mortgagor, theSenior Note Trustee, the Exchangeable Note Trustee, and the Collateral Agent, the Collateral Agenthas agreed to act as the agent on behalf of the Secured Parties;WHEREAS, it is a condition precedent under the [Plan of Reorganization and the] Indenturesthat Mortgagor enter into this Mortgage and grant to Mortgagee for the ratable benefit of the SecuredParties the liens and security interests referred to herein to secure the punctual and complete paymentand performance of the Secured Obligations (as defined in the Collateral Agency and IntercreditorAgreement); and WHEREAS, Mortgagor is a subsidiary of the Company and will derive direct and indirecteconomic benefit from the financial accommodations being made to the Company in accordance withthe Plan of Reorganization, each of the Indentures and the “Note Documents” (as defined in the SeniorNote Indenture) and the “Note Documents” (as defined in the Exchangeable Note Indenture)(collectively, the “Secured Note Documents”). NOW, THEREFORE, in consideration of the premises herein and in consideration of OneDollar ($1.00) in hand paid, and other good and valuable consideration, the receipt and sufficiencywhereof are hereby acknowledged, Mortgagor hereby agrees: ARTICLE I – GRANTS OF SECURITY 1.1 In order to secure the punctual and complete payment and performance of the SecuredObligations, Mortgagor does hereby irrevocably GRANT, BARGAIN, SELL, PLEDGE,MORTGAGE, ASSIGN, WARRANT, TRANSFER, REMISE, HYPOTHECATE, GRANT ASECURITY INTEREST and CONVEY to Mortgagee and its successors and assigns, WITH POWERC-1 3

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OF SALE AND RIGHT OF ENTRY AND POSSESSION, for the benefit of the Secured Parties andtheir respective successors and assigns, and does hereby grant a security interest in and assign toMortgagee, for the benefit of the Secured Parties and their respective successors and assigns, all ofMortgagor’s right, title and interest (including any after-acquired right, title and interest, and includingany right of use or occupancy, which Mortgagor may now have or hereafter acquire) in and to thefollowing property, rights, interests and estates now owned, or hereafter acquired by Mortgagor(collectively, the “Mortgaged Property”): (a) The [fee interest in the] real property in [______, County,][State] (such Statereferred to herein as the “State”) described [in Parcel __] on Exhibit “A” attached hereto and made apart hereof [, and the leasehold interest in the real property described as [Parcel __] on Exhibit “A”attached hereto and made a part hereof as created by the Subject Lease (as defined on Exhibit “B”attached hereto and made a part hereof), together with all rights and interest of Mortgagor in and to theSubject Lease][and the easement interest described in Parcel __ of Exhibit “A” attached hereto andmade a part hereof ([each of the foregoing under this subsection (a),] together with any greater estatetherein acquired by Mortgagor, collectively, the “Land”), and all additional lands, estates and rights nowowned, held or hereafter acquired by Mortgagor in connection with the Land; and all right, title andinterest which Mortgagor may now have or hereafter acquire in and to all improvements, buildings andstructures now or hereafter located on the Land, or on any such additional lands, of every naturewhatsoever (collectively, the “Improvements”); each of the foregoing together with all of the other realproperty portions of the Mortgaged Property, collectively, the “Premises”;(b) All (i) easements, rights-of-way, strips and gores of land, streets, ways, alleys,passages, sewer rights, water courses, water rights and powers, air rights, and development rights, andall estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments andappurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertainingto the Premises, and public places adjoining said Land, and any other interests in property constitutingappurtenances to the Premises, or which hereafter shall in any way belong, relate or be appurtenantthereto, (ii) hereditaments, gas, oil, minerals (together (in each case, whether or not extracted from thePremises) with the right to extract, sever and remove such gas, oil and minerals), and easements, ofevery nature whatsoever, located in or on the Premises and all other rights and privileges thereuntobelonging or appertaining, (iii) water, ditch, well and reservoir rights which are appurtenant to or whichhave been used in connection with the Land, (iv) development rights associated with the Land, whetherpreviously or subsequently transferred to the Land from other real property or now or hereaftersusceptible of transfer from such Land to other real property, (v) land lying between the boundaries ofthe Land and the center line of any adjacent street, road, avenue or alley, whether opened or proposed,(vi) other or greater rights and interests of every nature in the Premises and in the possession or usethereof and income therefrom, whether now owned or hereafter acquired by Mortgagor, and (vii)extensions, additions, improvements, betterments, renewals, substitutions and replacements to or of anyof the rights and interests described in subparagraphs (i) through (vi) above (hereinafter the “PropertyRights”); (c) All fixtures and appurtenances of every nature whatsoever now owned orhereafter acquired by Mortgagor now or hereafter located in, on or attached to, installed in, and used orintended to be used in connection with, or with the operation of, the Premises, including, but not limitedto: (a) all apparatus, machinery and equipment owned or leased by Mortgagor; and (b) all extensions,C-1 4

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additions, improvements, betterments, renewals, substitutions, repairs and replacements to or of any ofthe foregoing (the items described in the foregoing clauses (a) and (b) being hereinafter collectivelyreferred to as the “Fixtures”); (d) All (i) judgments, insurance proceeds, awards of damages and settlementsresulting from condemnation proceedings or the taking of the Real Property (as hereinafter defined), orany part thereof, under the power of eminent domain or for any damage (whether caused by such takingor otherwise) to the Real Property, or any part thereof, or to any rights appurtenant thereto, and allproceeds of any sales or other dispositions of the Real Property or any part thereof, and all interestthereon; (ii) contract rights, accounts, licenses, certificates, permits, accounts receivable, generalintangibles (but excluding therefrom any right to the use of the tradename “CBL” or any mark includingthe name “CBL”); (iii) actions and rights in action relating to the Real Property, insurance proceeds inrespect of the Mortgaged Property under any insurance policies covering the Mortgaged Property,including rights thereto and unearned premiums arising from or relating to the Real Property; (iv)refunds, rebates or credits in connection with reduction in real estate taxes and assessments chargedagainst the Mortgaged Property as a result of tax certiorari or any applications or proceedings forreduction; and (v) and proceeds, products, replacements, additions, substitutions, renewals, repairs andaccessions of and to the rights and interests described in (i), (ii), (iii) and (iv) above;(e) All reserves, escrows and deposit accounts maintained by Mortgagor withrespect to the Mortgaged Property; together with all deposits or wire transfers made to such accountsand all cash, checks, drafts, certificates, securities, investment property, financial assets, instruments andother property held therein from time to time and all proceeds, products, distributions or dividends orsubstitutions thereon and thereof; (f) All agreements, contracts, certificates, instruments, franchises, permits, licenses,plans, specifications and other documents, now or hereafter entered into, and all rights therein andthereto, respecting or pertaining to the use, occupation, construction, management or operation of theLand and any part thereof and any improvements or any business or activity conducted on the Land andany part thereof and all right, title and interest of Mortgagor therein and thereunder;(g) All furniture, furnishings, goods, chattels, appliances, apparatus, inventory,supplies, machinery and equipment of any nature whatsoever owned by Mortgagor and all ofMortgagor’s tangible personal property, and the proceeds therefrom, now or at any time hereafterowned by Mortgagor; (h) All leases, subleases, contracts, lettings, licenses, rental agreements,concessions or other agreements (whether written or oral) pursuant to which any Person is granted apossessory interest in, or right to use and/or occupy the Mortgaged Property (or any portion thereof),and every modification, amendment or other agreement relating to such leases, subleases, contracts orother agreements, and every guarantee of the performance and observance of the covenants, conditionsand agreements to be performed and observed by the other party thereto, heretofore or hereafterentered into, whether before or after the filing by or against Mortgagor of any petition for relief underany Federal or State bankruptcy, insolvency or similar law (collectively, the “Leases”) and all right, titleand interest of Mortgagor, its successors and assigns therein and thereunder, including, withoutlimitation, cash or securities deposited thereunder to secure the performance by the lessees of theirC-1 5

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obligations thereunder and all rents, issues and profits of the Real Property and all rents, additional rents,rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, issues, profits,revenues, royalties, bonuses, rights and benefits due, payable or accruing (including any letters of credit,letter-of-credit rights supporting obligations, or other credit support for any rents or leases and alldeposits of money as advance rent, for security or as earnest money or as down payment for thepurchase of all or any part of the Real Property), income, receivables, receipts, revenues, deposits(including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, chargesfor services rendered, and other consideration of whatever form or nature received by or paid to or forthe account of or benefit of Mortgagor or its agents or employees from any and all sources arising fromor attributable to the Mortgaged Property (or any portion thereof), including, all receivables, customerobligations, installment payment obligations and other obligations now existing or hereafter arising orcreated out of the sale, lease, sublease, license, concession or other grant of the right of use and/oroccupancy of the Mortgaged Property (or any portion thereof) and/or rendering of services byMortgagor and proceeds, if any, from business interruption or other loss of income insurance whetherpaid or accruing before or after the filing by or against Mortgagor of any petition for relief under anyFederal or State bankruptcy, insolvency or similar law (collectively, the “Rents”), and all proceeds fromthe sale or other disposition of the Leases and the right to receive and apply the Rents to the payment ofthe Secured Obligations; (i) All profits, proceeds and replacements of any of the foregoing, including,without limitation, proceeds of insurance and condemnation awards, whether cash, liquidation or otherclaims or otherwise; and (j) Any and all other rights of Mortgagor in and to the items set forth in Subsections(a) through (i) above; provided, however, that the Mortgaged Property shall exclude any ExcludedProperty otherwise included in such definition for so long as such property shall so remain ExcludedProperty. “Excluded Property” shall have the meaning ascribed to such term in the Pledge and SecurityAgreement, dated as of the date hereof, made by the Company and certain of its subsidiaries (includingthe Mortgagor) in favor of the Mortgagee, as such agreement may be amended, modified or restatedfrom time to time. AND without limiting any of the other provisions of this Mortgage, to the extent permitted byapplicable law, Mortgagor expressly grants to Mortgagee, as secured party, a security interest in theportion of the Mortgaged Property (collectively, the “UCC Collateral”) in which a security interest maybe granted (and the Secured Obligations thereby secured) pursuant to the provisions of the UniformCommercial Code in effect in the State (the “UCC”; terms defined in the UCC that are not otherwisedefined in this Mortgage or in any other Secured Note Document are used herein as defined in theUCC) which are applicable to secured transactions; it being understood and agreed that theImprovements, Fixtures, Property Rights and Premises are part and parcel of the Land (referred tocollectively herein as the “Real Property”) appropriated to the use thereof and, whether affixed orannexed to the Real Property or not, shall, so far as permitted by applicable law, be deemed to form apart and parcel of the Land and for the purposes of this Mortgage be deemed conclusively to be realestate that is covered by the lien of this Mortgage and mortgaged hereby, and the liens and rights ofMortgagee under this Mortgage with respect to the Real Property shall not be impaired by the securityinterests granted hereunder. C-1 6

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TO HAVE AND TO HOLD the Mortgaged Property, properties, rights and privileges herebyconveyed or assigned, or intended so to be, unto Mortgagee, for the benefit of the Secured Parties andtheir respective successors and assigns, forever for the uses and purposes herein set forth. Mortgagor(on behalf of itself and all Persons now or hereafter claiming by, through or under Mortgagor) herebyreleases and waives all rights under and by virtue of the homestead exemption laws, if any, of the Stateand Mortgagor hereby covenants, represents and warrants that, at the time of the delivery of thesepresents, Mortgagor has full legal and equitable [fee simple][and][leasehold] title to the Premises, andgood title or valid rights and interests in and to the balance of the Mortgaged Property, with full powerand lawful authority to assign, bargain, sell, pledge, grant, remise, release, alien, convey, hypothecate,mortgage and warrant to Mortgagee for itself and for the benefit of the Secured Parties and theirrespective successors and assigns, the Mortgaged Property as set forth herein, and that the title to theMortgaged Property is free and clear of all Liens and other encumbrances, except for the Liens set forthon Exhibit [“B”][“C”] hereto to the extent the same constitute Permitted Collateral Liens (the “PermittedLiens”). Mortgagor shall forever warrant, defend and preserve such title and the validity and first lienpriority of the lien of this Mortgage and shall forever warrant and defend the same, subject only to thePermitted Liens, to Mortgagee for itself and for the Secured Parties and their respective successors andassigns against the claims of all Persons whatsoever. The foregoing granting language is intended to grant in favor of Mortgagee a first prioritycontinuing lien and security interest in all of the Mortgaged Property. Mortgagor authorizes Mortgageeand its counsel to file UCC financing statements (and continuations thereof) in form and substancesatisfactory to Mortgagee, describing the collateral as all assets of Mortgagor, all Mortgaged Propertyof Mortgagor or using words with similar effect. Nothing herein contained shall be construed as constituting Mortgagee a mortgagee-in-possession in the absence of the taking of actual possession and control of the Mortgaged Property bythe Mortgagee. Nothing contained in this Mortgage shall be construed as imposing on Mortgagee anyof the obligations of the lessor under any Lease in the absence of an explicit written assumption thereof(on a case-by-case basis) by Mortgagee. In the exercise of the powers herein granted to Mortgagee,no liability shall be asserted or enforced against Mortgagee, all such liability being hereby expresslywaived and released by Mortgagor (on behalf of itself and all Persons now or hereafter claiming by orthrough Mortgagor, except to the extent any such liability is determined by a court of competentjurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willfulmisconduct of Mortgagee). 1.2 Assignment of Leases and Rents. (a) As additional security for the Secured Obligations secured hereby, Mortgagor(i) does hereby unconditionally and absolutely pledge and assign to Mortgagee, for the benefit of theSecured Parties, from and after the date hereof (including any period of redemption), primarily and on aparity with the Real Property, and not secondarily, all of Mortgagor’s right, title and interest in and to allcurrent and future Leases and Rents; it being intended by Mortgagor that this assignment constitutes apresent, absolute assignment and not an assignment for additional security only; and (ii) does herebytransfer and assign to Mortgagee, for the benefit of the Secured Parties, all such Leases (including all ofMortgagor’s rights under any contracts for the sale of any portion of the Mortgaged Property). Nevertheless, subject to the terms of Section 4.2 (j) of this Mortgage, Mortgagee hereby grants toC-1 7

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Mortgagor, until an Actionable Event of Default shall have occurred, a revocable license to (i) collectand use the Rents as they become due and payable under the Leases, but not more than one month inadvance thereof (unless otherwise required by the terms of any such related agreement), and (ii) enforcethe terms of the Leases; provided, however, that the existence of such license or any revocation thereofshall not operate to subordinate this assignment in any respect. (b) Mortgagor further agrees to execute and deliver such assignments of Leases(including land sale contracts or other agreements) as Mortgagee may from time to time reasonablyrequest (which contracts or other agreements shall be in form and substance reasonably acceptable toMortgagee). (c) Without limiting any other rights or remedies herein or in the other SecuredNote Documents, upon the occurrence of an Actionable Event of Default: (1) the license granted hereinshall be automatically revoked (and notice of the same shall be delivered to Mortgagor); (2) upondemand from Mortgagee, Mortgagor shall deliver to Mortgagee all of the Leases with such additionalassignments thereof as the Mortgagee may request in its sole discretion; and (3) Mortgagor herebyauthorizes and directs all tenants, purchasers or other Persons occupying or otherwise acquiring anyinterest in any part of the Real Property to pay the Rents due under the Leases to the Mortgagee uponwritten request of the Mortgagee and such tenants, purchasers and parties may rely on such notice byMortgagee. (d) Mortgagor hereby appoints Mortgagee as its true and lawful attorney in fact to,upon the occurrence of an Actionable Event of Default, manage (or cause a receiver to be appointed tomanage) said Mortgaged Property and collect the Rents, with full power to bring suit for collection ofthe Rents and possession of the Real Property, giving and granting unto said Mortgagee and unto itsagents and attorneys full power and authority to do and perform all and every act and thing whatsoeverrequisite and necessary to be done in the protection of the security hereby conveyed, including thetaking of such actions set forth in this Section and elsewhere in this Mortgage; provided, however, thatneither this power of attorney nor this assignment of rents shall be construed as an obligation uponMortgagee to take any action, incur any expense or perform or discharge any obligation, duty or liabilitywhatsoever, with respect to the Mortgaged Property, the Leases, the Rents, or otherwise; and providedfurther, that at such time as, in Mortgagee’s sole determination, no Actionable Event of Default exists oris continuing, Mortgagor’s right to manage the Mortgaged Property shall be immediately reinstated. Any entering upon and taking possession and control of the Mortgaged Property by Mortgagee or thereceiver and any application of Rents as provided herein shall not cure or waive any Event of Default orinvalidate any other right or remedy of Mortgagee. This power of attorney and assignment of rents isand shall remain irrevocable until the Secured Obligations secured by this Mortgage are indefeasiblysatisfied and paid in full and this Mortgage is released of record by Mortgagee, and such release of thisMortgage of record by Mortgagee shall act as a revocation of this power of attorney and assignment ofrents. 1.3 Security Agreement. This Mortgage is both a real property mortgage and a “securityagreement” within the meaning of the UCC. The Mortgaged Property includes both real and personalproperty and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in theMortgaged Property. By executing and delivering this Mortgage, Mortgagor has granted to Mortgagee,as security for the Secured Obligations, a security interest in the UCC Collateral to the full extent thatC-1 8

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the UCC Collateral may be subject to the UCC. Mortgagor agrees to execute, deliver and file or refile,and hereby authorizes Mortgagee to prepare and file or refile, without any additional consent orauthorization by Mortgagor, and as Mortgagor’s attorney-in-fact, any financing statement, continuationstatement, or other instruments Mortgagee may reasonably require from time to time to perfect, correct,continue or renew such security interest under the UCC. For purposes of the security interests hereingranted, the address of “Debtor” (Mortgagor) and the address of “Secured Party” (Mortgagee) are setforth in the first paragraph of this Mortgage. 1.4 Fixture Filing. With respect to any portion of the Mortgaged Property that is of a naturesuch that a security interest therein can be perfected under the UCC, this Mortgage shall also constitutea security agreement, fixture filing and financing statement for the purposes of the UCC upon all of theMortgaged Property that is or is to become “fixtures” (as that term is defined in the UCC), upon beingfiled for record in the real estate records of the County wherein such fixtures are located. Mortgagoragrees to execute, deliver and file or refile, and hereby authorizes Mortgagee to prepare and file orrefile, without any additional consent or authorization by Mortgagor, and as Mortgagor’s attorney-in-fact, any financing statement, continuation statement, or other instruments Mortgagee may reasonablyrequire from time to time to perfect, correct, continue or renew such security interest under the UCC. For purposes of the security interests herein granted, the address of “Debtor” (Mortgagor) and theaddress of “Secured Party” (Mortgagee) are set forth in the first paragraph of this Mortgage. [Forinformational purposes only, the name of the fee owner of the Land subject to the Subject Lease islisted on Exhibit “B” attached hereto and made a part hereof.]The following provisions shall also constitute an integral part of this Mortgage: ARTICLE II – ADDITIONAL AGREEMENTS, REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1 Payment of Taxes on the Mortgage. Without limiting any of the provisions of theIndenture or the other Secured Note Documents, Mortgagor agrees that, if the United States or anydepartment, agency or bureau thereof or if the State or any of its subdivisions having jurisdiction shall atany time require documentary stamps to be affixed to this Mortgage or shall levy, assess, or charge anytax, assessment or imposition upon this Mortgage or the Secured Obligations secured hereby or theinterest of Mortgagee in the Premises or upon Mortgagee by reason of or as holder of any of theforegoing, including without limitation, any tax, interest or penalty arising in connection with therecordation of this Mortgage or the imposition of documentary stamps or taxes, intangibles taxes or thelike (i) Mortgagor shall (x) pay any such taxes, assessments or impositions at or prior to the time theybecome due and payable and (y) provide to Mortgagee, within ten (10) Business Days after any suchtaxes, assessments or impositions become due and payable, and at any other times upon request fromMortgagee, copies of official receipts showing payment of all such taxes, assessments and chargeswhich Mortgagor pays hereunder, and (ii) Mortgagor shall and hereby agrees to indemnify each of theIndemnitees (as hereinafter defined) against any Losses (as hereinafter defined) suffered by suchIndemnitees on account of such documentary stamps, taxes, assessments or impositions, whether suchliability arises before or after payment of the Secured Obligations and regardless of whether thisMortgage shall have been released. The indemnification obligations set forth in this Section shall survivethe expiration, termination or release of this Mortgage. C-1 9

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2.2 Leases Affecting the Real Property. Mortgagor agrees faithfully to perform in allmaterial respects its obligations under all present and future Leases, and to refrain from any action orinaction which would result in termination of any such Leases, or in the diminution of the value thereof orof the Rents due thereunder, except as otherwise permitted under each of the Indentures and the otherSecured Note Documents. All future Leases made after the effective date of this Mortgage shall includecommercially reasonable provisions requiring the lessees thereunder, at Mortgagee’s option and withoutany further documentation, to attorn to Mortgagee as lessor if for any reason Mortgagee becomeslessor thereunder, and to pay rent to Mortgagee during the continuance of an Actionable Event ofDefault, upon and following notice thereof. In addition, Mortgagee shall have the right at any timehereafter, upon notice to the applicable lessee thereunder, but without any further documentation orconsent, to unilaterally subordinate the lien of this Mortgage to any Lease. 2.3 Use of the Mortgaged Property. Mortgagor covenants: (a) to keep the MortgagedProperty in good condition and repair, subject to ordinary wear and tear; (b) except with the writtenconsent of Mortgagee, (which consent shall not be unreasonably withheld, conditioned or delayed ), notto remove or demolish the Mortgaged Property or any part thereof, except for the removal ofobsolescent items, and the replacement thereof as necessary to continue to operate the MortgagedProperty in basically the same condition as existed on the date hereof, not to materially alter, restore oradd to the Mortgaged Property and not to initiate or acquiesce in any change in any zoning or other landclassification which adversely affects the Real Property, this Mortgage or the liens, rights or interestsgranted or purported to be granted hereunder in favor of Mortgagee; (c) subject to any requirements inSection 4.3 of each of the Indentures as to the application of insurance or other proceeds, to completeor restore promptly and in good and workmanlike manner the Mortgaged Property and any part thereofwhich may be damaged or destroyed following the receipt of insurance proceeds or otherwise complywith the requirements of Section 4.3 of each of the Indentures; (d) to comply in all material respectswith all applicable laws, and all covenants, conditions, restrictions and equitable servitudes, whetherpublic or private, of every kind of character which affect the Real Property or pertain to acts committedor conditions existing thereon, including, without limitation, any work, alteration, improvement ordemolition mandated by such applicable laws; (e) not to commit or permit intentional waste of the RealProperty; (f) to do all other acts which from the character or use of the Real Property may bereasonably necessary to maintain and preserve its value; (g) not to permit the public to use the RealProperty in any manner that might tend, in Mortgagee’s reasonable judgment, materially and adverselyto impair Mortgagor’s title to such Real Property or any portion thereof or to make possible any claimor claims of easement by prescription or of implied dedication to public use, other than the PermittedLiens; and (h) not to use or knowingly permit the use of any part of the Mortgaged Property for anillegal purpose or in material violation of applicable laws. 2.4 Compensation; Exculpation; Indemnification. (a) Without limiting any indemnification Mortgagor, Company or any otherGuarantor has granted in any Indenture or other Secured Note Document, Mortgagor agrees toindemnify and hold harmless Mortgagee, the other Secured Parties and the respective officers,directors, employees, agents, successors and assigns of any of the foregoing (each an “Indemnitee”)from and against any and all losses, suits, liabilities, obligations, fines, damages, judgments, penalties,claims, charges, costs and expenses (including all reasonable attorneys’ fees, court costs anddisbursements)(the “Losses”) which may be imposed on, incurred or paid by or asserted against theC-1 10

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Mortgaged Property or any Indemnitee in connection with or arising out of or relating to the mattersreferred to in this Mortgage, including without limitation, Losses arising out of or relating to (i) any claimsof slander of title, or any inaccuracy with respect to the legal description; (ii) Mortgagor’s failure toobserve, perform or discharge any of its covenants, obligations, agreements or duties under or breach ofany of its representations or warranties made in this Mortgage; (iii) the enforcement of any of the rightsand remedies of Mortgagee or any Secured Party under this Mortgage; (iv) any accident, injury, deathor damage to any Person or Mortgaged Property occurring in, on or about the Mortgaged Property orany street, drive, sidewalk, curb or passageway adjacent thereto; (v) any other transaction arising out ofor in any way connected with the Mortgaged Property; or (vi) any suit, action, claim, proceeding orgovernmental investigation, pending or threatened, relating to the foregoing, whether based on statute,regulation or order, or tort, or contract or otherwise, and regardless of whether any Indemnitee is aparty thereto relating to any of the foregoing; provided that the foregoing indemnity shall not apply to theextent such Losses are determined by a court of competent jurisdiction by final and non-appealablejudgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided,further, that any Losses hereunder shall exclude any claims relating to any act or omission first occurringon or after the date that is three hundred and sixty-six (366) days after the later of the indefeasiblepayment in full of the Secured Obligations and the termination and release of this Mortgage; however,the foregoing limitation shall not limit or be deemed to limit any other indemnification obligations underthe Indentures or the other Secured Obligations. (b) Mortgagor shall pay all amounts, indebtedness and obligations arising under thisSection 2.4 immediately upon demand by Mortgagee together with interest thereon from the date thesame arises at the highest rate of interest then applicable to the principal balance of any outstandingSecured Notes as specified therein. (c) This Section 2.4 and the indemnities and other protections and agreementsprovided herein shall survive the resignation, removal or replacement of Mortgagee, any assignment ofrights by, or the replacement of a Lender, and the payment, satisfaction or discharge of any or allSecured Obligations, the termination of this Mortgage or the Indentures or either of them, or any otherSecured Notes Document. 2.5 Insurance and Casualty. (a) Mortgagor shall, at its sole expense, obtain and maintain for the benefit ofMortgagee and all other Secured Parties, such Mortgaged Property, casualty, general commercialliability and other insurance on the Premises and other insurable Mortgaged Property now or hereaftererected or otherwise placed in or on said Premises as required by any Indenture or other Secured NoteDocument. Such insurance shall include, without limitation, insurance for the full replacement cost of theMortgaged Property carried by Mortgagor at all times. (b) Additionally, if any of the improvements located on the Premises are located inan area identified by the Federal Emergency Management Agency, the Federal InsuranceAdministration or other applicable governmental authority as a “100 year flood plain” or as a SpecialFlood Hazard Area (including Zones A and V) (a “SFHA”), Mortgagor shall, at its expense, obtain andmaintain flood insurance under the National Flood Insurance Program (“NFIP”) for the Premises in anamount sufficient to comply with the limit of coverage requirements under the NFIP applicable to theC-1 11

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Premises, with a deductible not in excess of $100,000, and otherwise meeting the insurancerequirements set forth in the Indenture. Any such policy must state the proper SFHA zone for thePremises. SPECIAL NOTICE: Notice is hereby given to Mortgagor that, if Mortgagor fails to renew orkeep in effect adequate flood insurance on the Premises during the time that the NFIP mandates floodinsurance coverage, Federal law requires Mortgagee to purchase the flood insurance for the Premisesand authorizes Mortgagee to charge Mortgagor the cost of premiums and fees incurred in purchasingthe insurance. Any flood insurance that Mortgagee purchases may not fully protect Mortgagor’s interestand equity in the Premises and will likely be substantially more expensive than the insurance Mortgagormay obtain. (c) Mortgagor shall promptly give Mortgagee written notice of any loss, damage ordestruction to the Mortgaged Property, in whole or in part, by fire or other casualty (a “CasualtyEvent”) which is expected to exceed $1,000,000.00. All insurance proceeds paid to Mortgagor as aresult of any Casualty Event shall be applied in accordance with the provisions of Section 4.03 of eachof the Indentures, provided that the same shall not affect the Lien, security interest and security title ofthis Mortgage or the Secured Obligations of Mortgagor hereunder. 2.6 Condemnation Awards. (a) In case of a taking of or damage to all or any part of the Mortgaged Property asa result of, or a sale thereof in lieu of or in anticipation of, the exercise of the power of condemnation oreminent domain, or the commencement of any proceedings or negotiations which might result in such ataking, damage or sale the claim for which is expected to exceed $250,000, Mortgagor shall promptlygive Mortgagee written notice thereof, generally describing the nature of such taking, damage, sale,proceedings or negotiations and the nature and extent of the taking, damage or sale which has resultedor might result therefrom, as the case may be, together with a copy of each and every document relatingthereto received by Mortgagor, and, to the extent the claim is expected to exceed $500,000.00,Mortgagee shall have the right, but not the obligation to participate with Mortgagor in such proceedingsor negotiations. Mortgagor will, in good faith and with due diligence, file and prosecute what would,absent this Mortgage, be its claims for any such award, payment or consideration and will cause thesame to be collected and applied in accordance with Section 4.03 of each of the Indentures. If anysuch award, payment or consideration is applied to the restoration or repair of the Mortgaged Property,Mortgagee shall not be liable to supervise such restoration or repair or to supervise the disbursement ofsuch award, payment or consideration thereof. (b) Condemnation Proceeds. Notwithstanding the foregoing, all compensation,awards, damages, rights of action, and proceeds awarded to Mortgagor by reason of any such takingor received by Mortgagor as the result of a transfer in lieu of a taking (the “Condemnation Proceeds”)shall be applied in accordance with the provisions of Section 4.03 of each of the Indentures, providedthat any such application of the Condemnation Proceeds shall not affect the Lien, security interest andsecurity title of this Mortgage or the Secured Obligations of Mortgagor hereunder. C-1 12

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ARTICLE III – RESERVED 3.1 Concerning Mortgagee; Attorney-in-Fact. (a) WILMINGTON SAVINGS FUND SOCIETY, FSB has been appointed toact as the Collateral Agent under the Collateral Agency and Intercreditor Agreement, by the SecuredParties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands,to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking anyaction (including the release or substitution of Mortgaged Property), solely in accordance with theCollateral Agency and Intercreditor Agreement and this Mortgage and the Indentures, provided that theCollateral Agent shall exercise, or refrain from exercising, any remedies provided for herein inaccordance with the Act of the Applicable Authorized Representative, subject to the protections setforth in Article IV of the Collateral Agency and Intercreditor Agreement. In furtherance of the foregoingprovisions of this ‎Section 3.1(a), each Secured Party, by its acceptance of the benefits hereof, agreesthat it shall have no right individually to realize upon any of the Mortgaged Property hereunder, it beingunderstood and agreed by such Secured Party that all rights and remedies hereunder may be exercisedsolely by the Collateral Agent for the ratable benefit of the Secured Parties in accordance with the termsof this ‎Section 3.1(a). In connection with this Mortgage, Mortgagee shall have all rights, privileges,protections, indemnities, exculpations and immunities in favor of the Collateral Agent under Article IV ofthe Collateral Agency and Intercreditor Agreement, including, without limitation, (i) the right to requestwritten instructions or confirmations from the Applicable Authorized Representative prior to taking anyaction hereunder, (ii) the right to appoint designees, sub-agents, or attorneys-in-fact to exercise anyrights and powers conferred on Mortgagee hereunder, and (iii) the right to request that the ApplicableAuthorized Representative make or confirm any approval, determination, designation, or judgment to bemade by Mortgagee herein. Mortgagor and all other Persons shall be entitled to rely on releases,waivers, consents, approvals, notifications and other acts of Mortgagee without inquiry into theexistence of required consents or approvals of the Secured Parties therefor. (b) The Collateral Agent hereunder shall at all times be the same Person that is theCollateral Agent under the Collateral Agency and Intercreditor Agreement. Written notice ofresignation by the Collateral Agent pursuant to Section 5.1 of Collateral Agency and IntercreditorAgreement also constitutes notice of resignation as Collateral Agent under this Mortgage; removal of theCollateral Agent pursuant to Section 5.1 of Collateral Agency and Intercreditor Agreement shall alsoconstitute removal under this Mortgage; and appointment of a successor Collateral Agent pursuant toSection 5.2 of the Collateral Agency and Intercreditor Agreement shall also constitute appointment of asuccessor Collateral Agent under this Mortgage. Upon the acceptance of any appointment assuccessor Collateral Agent under Section 5.2 of the Collateral Agency and Intercreditor Agreement bya successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and becomevested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent underthis Mortgage, and the retiring or removed Collateral Agent under this Mortgage shall promptly (1)transfer to such successor Collateral Agent all sums, securities and other items of Mortgaged Propertyheld hereunder, together with all records and other documents necessary or appropriate in connectionwith the performance of the duties of the successor Collateral Agent under this Mortgage and (2)execute and deliver to such successor Collateral Agent or otherwise authorize the filing of suchamendments to this Mortgage and financing statements and take such other actions, as may benecessary or appropriate in connection with the assignment to such successor Collateral Agent of theC-1 13

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lien and security interests created hereunder, whereupon such retiring or removed Collateral Agent shallbe discharged from its duties and obligations under this Mortgage. After any retiring or removedCollateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of this Mortgageshall inure to its benefit as to any actions taken or omitted to be taken by it under this Mortgage while itwas Collateral Agent hereunder. (c) Neither the Collateral Agent nor any of its officers, directors, employees oragents shall be liable to any party for any action taken or omitted to be taken by any of them under or inconnection with this Mortgage (except for its or such other Person’s own gross negligence or willfulmisconduct, as determined in a final non-appealable judgment of a court of competent jurisdiction). 3.2 Authority of Mortgagee. Mortgagor acknowledges that the rights and responsibilities ofthe Mortgagee under this Mortgage with respect to any action taken by Mortgagee or the exercise ornon-exercise by Mortgagee of any option, voting right, request, judgment or other right or remedyprovided for herein or resulting or arising out of this Mortgage shall, as between Mortgagee and theSecured Parties, be governed by the Collateral Agency and Intercreditor Agreement, and by such otheragreements with respect thereto as may exist from time to time among them, but, as between Mortgageeand Mortgagor, Mortgagee shall be conclusively presumed to be acting as agent for the applicableSecured Parties with full and valid authority so to act or refrain from acting, and Mortgagor shall not beunder any obligation, or entitlement, to make any inquiry respecting such authority. 3.3 No Liability of Mortgagee. Neither the acceptance hereof nor the exercise of the rightsand remedies hereunder nor any other action on the part of Mortgagee or any Person exercising therights of Mortgagee hereunder shall be construed to (i) be an assumption by Mortgagee or any suchPerson or to otherwise make Mortgagee or such Person liable or responsible for the performance ofany of the obligations of Mortgagor under or with respect to the Leases or for any Rent, securitydeposit or other amount delivered to Mortgagor, provided that Mortgagee or any such Personexercising the rights of Mortgagee shall be accountable for any Rents, security deposits or otheramounts actually received by Mortgagee or such Person, as the case may be; or (ii) obligate Mortgageeor any such Person to take any action under or with respect to the Leases or with respect to theMortgaged Property, to incur any expense or perform or discharge any duty or obligation under or withrespect to the Leases or, with respect to the Mortgaged Property, to appear in or defend any action orproceeding relating to the Leases or the Mortgaged Property, to constitute Mortgagee as a mortgagee-in-possession (unless Mortgagee actually enters and takes possession of the Mortgaged Property), or tobe liable in any way for any injury or damage to Persons or property sustained by any Person in orabout the Mortgaged Property, other than to the extent caused by the willful misconduct or grossnegligence of Mortgagee or any Person exercising the rights of Mortgagee hereunder, as determined in afinal non-appealable judgment of a court of competent jurisdiction. ARTICLE IV – EVENTS OF DEFAULT; REMEDIES 4.1 Events of Default. The term “Actionable Event of Default” as used herein shall havethe meaning ascribed to such term pursuant to the Collateral Agency and Intercreditor Agreement. 4.2 Remedies. Subject to the provisions of the Indenture and the Collateral Agency andIntercreditor Agreement, upon the occurrence and during the continuance of an Actionable Event ofDefault, Mortgagor agrees that, in addition to any rights and remedies provided for in this Mortgage,C-1 14

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and each of the Indentures and the other Secured Note Documents, Mortgagee may without furthernotice or demand (except as required by applicable law or expressly provided for herein or in the otherSecured Note Documents) and without releasing Mortgagor from its obligations, pursue any and allrights and remedies provided for herein or in any other Secured Note Document, or at law or equity,including, but not limited to, the following actions, each of which may be pursued concurrently orotherwise, at such time and in such order as Mortgagee may determine, without impairing or otherwiseaffecting the other rights and remedies of Mortgagee: (a) Perform or attempt to perform any covenant that Mortgagor has failed to keepor perform in such manner and to such extent as may be deemed by Mortgagee to protect theMortgaged Property covered by this Mortgage and enter upon the Premises where the MortgagedProperty is located to inspect, repair, protect and care for the Mortgaged Property and advance suchsums of money for that purpose as by Mortgagee may be reasonably deemed necessary or advisable;provided that Mortgagee shall have no obligation to take or perform any such action or make any suchpayment; and provided further that no such action or payment by Mortgagee shall constitute a waiver ofany such default. (b) Commence, appear in or defend any action or proceeding affecting orpurporting to affect all or any portion of the Mortgaged Property covered by this Mortgage, or the lienor validity of this Mortgage, whether brought by or against Mortgagor or Mortgagee or with respect tothe Secured Obligations. (c) Pay, purchase, contest or compromise any claim, debt, lien, charge orencumbrance which adversely affects the Mortgaged Property covered by this Mortgage or the lien orvalidity of this Mortgage, the interests of Mortgagee, or the rights, powers and duties of Mortgageehereunder; provided that Mortgagee shall have no obligation to take or perform any such action ormake any such payment; and provided further that no such action or payment by Mortgagee shallconstitute a waiver of any such default. (d) Apply to a court of competent jurisdiction for the appointment of a receiver ofthe Mortgaged Property, and as a matter of right, whether or not the value of the Mortgaged Propertyexceeds the Indebtedness or other Secured Obligations secured hereby, whether or not waste ordeterioration of the Mortgaged Property has occurred, without regard to the solvency or insolvency ofthe Mortgagor and whether or not other arguments based on equity would justify the appointment. TheMortgagor irrevocably, with knowledge and for valuable consideration, consents to the appointment ofa receiver, to the full extent permitted by applicable laws. In connection with any action brought byMortgagee for appointment of a receiver as allowed herein, Mortgagor hereby consents to andconfesses to the jurisdiction and venue of any competent court within the State in which the Premises issituated. Any such receiver shall have all the rights and powers customarily given to receivers in saidState, including the rights and powers granted to the Mortgagee by this Mortgage, the power tomaintain, lease and operate the Mortgaged Property on terms approved by the court, and the power tocollect all rents, income and profits generated by the Mortgaged Property and apply them to theIndebtedness and the other Secured Obligations or otherwise as the court may direct. Any moneyadvanced by Mortgagee in connection with any such receivership shall be a demand obligation owing byMortgagor to Mortgagee, shall bear interest from the date of such advance at the highest rate set forthfor overdue payments of principal in each of the Indentures (the “Default Rate”), shall be added to andC-1 15

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become part of the Secured Obligations secured hereby. Once appointed, subject to the court’sdirection, a receiver may at the Mortgagee’s option remain in place until the Indebtedness and the otherSecured Obligations have been indefeasibly paid in full, including the time covered by foreclosureproceedings and the period of redemption, if any. (e) Sell at public auction to the highest bidder for cash or upon credit, with orwithout having taken possession of same, the Mortgaged Property or any part thereof and all estate,claim, demand, right, title and interest of Mortgagor therein and rights of redemption thereof, pursuant topower of sale or otherwise, at one or more sales, as an entirety or in parts or parcels, at such time andplace, upon such terms and after such notice thereof as may be required or permitted by law; andwithout limiting the foregoing: (i) Mortgagee shall be entitled to elect to treat any of the Mortgaged Propertywhich consists of (x) a right in action, or (y) Mortgaged Property that can be severed from thePremises covered hereby, or (z) any improvements, as if the same were personal property, anddispose of the same in accordance with applicable law, separate and apart from the sale of theremaining Premises; (ii) Mortgagee may elect to exercise its rights and remedies, or proceed against,any or all of the Mortgaged Property in such order and in any manner as is now or hereafterpermitted by applicable law; and if Mortgagee so elects pursuant to applicable law, the powerof sale herein granted shall be exercisable with respect to all or any of the Mortgaged Propertycovered hereby, including, without limitation, the Premises and the UCC Collateral, asdesignated by Mortgagee; (iii) Should Mortgagee elect to sell any portion of the Mortgaged Property whichconsists of any UCC Collateral together with the Premises in accordance with the applicableState laws governing a sale of the Premises, Mortgagee shall give such notice of the occurrenceof any Actionable Event of Default and its election to sell such Mortgaged Property as may thenbe required by such laws. Thereafter, upon the giving of such notice of sale and the expirationof any time period as may then be required by such laws, subject to the terms hereof and of theother Secured Note Documents, and without the necessity of any demand on Mortgagor,Mortgagee, at the time and place specified in the notice of sale, shall sell such MortgagedProperty or part thereof at public sale to the highest bidder; provided that Mortgagee may set aminimum bid for such Mortgaged Property being sold. Mortgagee may from time to time cancelor postpone any sale hereunder and the same shall not cancel or impair its rights or the lienshereunder; (iv) If the Mortgaged Property consists of several lots, parcels or items of property,Mortgagee may, subject to applicable law, (A) designate the order in which such lots, parcelsor items shall be offered for sale or sold, or (B) elect to sell such lots, parcels or items through asingle sale, or through two or more successive sales, or in any other manner Mortgageedesignates in Mortgagee’s sole discretion. Should Mortgagee desire that more than one sale orother disposition of the Mortgaged Property be conducted, Mortgagee shall, subject toapplicable law, cause such sales or dispositions to be conducted simultaneously, orsuccessively, on the same day, or at such different days or times and in such order asC-1 16

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Mortgagee may designate, and no such sale shall terminate or otherwise affect the lien of thisMortgage on any part of the Mortgaged Property not sold until all of the Secured Obligationshave been satisfied in full. Mortgagor agrees to pay the costs and expenses of each such saleand of any judicial proceedings wherein such sale may be made, including, without limitation,transfer taxes with respect thereto. Any sale made hereunder may be adjourned byannouncement at the time and place appointed for such sale without further notice except asmay be required by law. Any sale made hereunder may, in lieu of cash, be upon credit bid orupon such other terms and conditions as Mortgagee may from time to time hereafter elect. Thesale of less than the whole of the Mortgaged Property shall not exhaust the power of sale hereingranted, and Mortgagee is specifically empowered to make successive sale or sales under suchpower until the whole of the Mortgaged Property shall be sold and, if the proceeds of such saleof less than the whole of the Mortgaged Property shall be less than the aggregate amount of theSecured Obligations secured hereby and the expense of executing such sale or sales asprovided herein, this Mortgage and the lien hereof shall remain in full force and effect as to theunsold portion of the Mortgaged Property just as though no sale had been made; provided,however, that Mortgagor shall never have any right to require the sale of less than the whole ofthe Mortgaged Property but Mortgagee shall have the right, at its sole election, to sell less thanthe whole of the Mortgaged Property; and (v) After each sale, Mortgagee shall make to the purchaser or purchasers at suchsale good and sufficient conveyances in the name of the Mortgagor, conveying the MortgagedProperty so sold to the purchaser or purchasers in fee simple title with general warranty of title,and shall receive the proceeds of said sale or sales and apply the same as herein provided. Payment of the purchase price to Mortgagee shall satisfy the obligation of purchaser at such saletherefor, and such purchaser shall not be responsible for the application thereof. In the eventany sale hereunder is not completed or is defective in the opinion of Mortgagee, such sale shallnot exhaust the power of sale hereunder and Mortgagee shall have the right to cause asubsequent sale or sales to be made hereunder. Any and all statements of fact or other recitalsmade in any deed or deeds given by Mortgage or its designee or agent as to nonpayment of theSecured Obligations secured hereby, or as to the occurrence of an Actionable Event of Default,or as to Mortgagee having declared all of such Secured Obligations to be due and payable, oras to the request to sell, or as to notice of time, place and terms of sale and of the properties tobe sold having been duly given, or as to any other act or thing having been duly done byMortgagee or its designee or agent, shall be taken as conclusive evidence of the truth of thefacts so stated and recited. Mortgagee and its successors may appoint or delegate any one ormore Persons as agent or designee to perform any act or acts necessary or incident to any saleheld by Mortgagee or its designee or agent, including the posting of notices and the conduct ofsale, in the name and on behalf of Mortgagee or its designee and its or their successors. (f) This Mortgage may be foreclosed as to any of the Mortgaged Property in anymanner permitted by the laws of the State, and any foreclosure suit may be brought by Mortgagee. Inthe event a foreclosure hereunder shall be commenced, Mortgagee may at any time before the sale ofthe Mortgaged Property abandon the sale, and may then institute suit for the collection of the SecuredObligations, and for the foreclosure of this Mortgage. It is agreed that if Mortgagee should institute asuit for the collection of the Secured Obligations and for the foreclosure of this Mortgage, MortgageeC-1 17

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may at any time before the entry of a final judgment in said suit dismiss the same, and sell the MortgagedProperty in accordance with the provisions of this Mortgage. (g) Mortgagee shall have the right to proceed with foreclosure of the liens andsecurity interests evidenced hereby without declaring the entire Secured Obligations due, and in suchevent any such foreclosure sale may be made subject to the unmatured part of the Secured Obligations;and any such sale shall not in any manner affect the unmatured part of the Secured Obligations, but as tosuch unmatured part, this Mortgage shall remain in full force and effect just as though no sale had beenmade. (h) Mortgagee shall have the right to become the purchaser at any sale held by itsagents or designees or any receiver or public officer, and Mortgagee purchasing at any such sale shallhave the right to credit upon the amount of the bid made therefor, to the extent necessary to satisfy suchbid, the Secured Obligations. (i) Mortgagee shall, at its option, have the right, either with or without process oflaw, forcibly or otherwise, to enter upon and take possession of the Mortgaged Property, expel andremove any Persons, goods, or chattels occupying or upon the same, to the extent permitted underapplicable State laws, to collect or receive all the Rents, and to manage and control the same, and tolease the same or any part thereof, from time to time, and, after deducting all reasonable attorneys’ feesand expenses, and all reasonable expenses incurred in the protection, care, maintenance, managementand operation of the Mortgaged Property, distribute and apply the remaining net income in accordancewith the terms of the Indenture or upon any deficiency decree entered in any foreclosure proceedings. (j) The license granted to Mortgagor under Section 1.2 hereof shall automaticallybe revoked and Mortgagee may enter into or upon the Mortgaged Property, either personally or by itsagents, nominees or attorneys and dispossess Mortgagor and its agents and servants therefrom, withoutliability for trespass, damages or otherwise (except for damage caused by the willful misconduct orgross negligence of Mortgagee or its agents) and exclude Mortgagor and its agents or servants whollytherefrom, and take possession of all books, records and accounts relating thereto and Mortgagoragrees to surrender possession of the Mortgaged Property and of such books, records and accounts toMortgagee upon demand, and thereupon Mortgagee may, but without any obligation to do so (i) use,operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part ofthe Mortgaged Property and conduct the business thereat; (ii) complete any construction on theMortgaged Property in such manner and form as Mortgagee deems advisable; (iii) make alterations,additions, renewals, replacements and improvements to or on the Mortgaged Property; (iv) exercise allrights and powers of Mortgagor with respect to the Mortgaged Property, whether in the name ofMortgagor or otherwise, including, without limitation, the right to make, cancel, enforce or modifyLeases, obtain and evict Tenants, and demand, sue for, collect and receive all Rents of the MortgagedProperty and every part thereof; now existing or hereafter made, and apply the same in accordance withthe provisions of Section 5.2 of this Mortgage; and (v) require Mortgagor to vacate and surrenderpossession of the Mortgaged Property to Mortgagee or to such receiver and, in default thereof,Mortgagor may be evicted by summary proceedings or otherwise. (k) Mortgagee may exercise any and all rights and remedies granted to a securedparty upon default under the UCC, including, without limiting the generality of the foregoing: (i) the rightC-1 18

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to take possession of the portion of the UCC Collateral, or any part thereof, and to take such othermeasures as Mortgagee may deem necessary for the care, protection and preservation of the UCCCollateral, and (ii) request Mortgagor at its expense to assemble the UCC Collateral and make itavailable to Mortgagee at a convenient place acceptable to Mortgagee (which may be at the Land ifreasonably practicable with respect to any tangible Mortgaged Property). Any notice of sale,disposition or other intended action by Mortgagee with respect to the UCC Collateral sent toMortgagor in accordance with the provisions hereof at least ten (10) Business Days prior to such action,shall constitute commercially reasonable notice to Mortgagor. Nothing herein pertaining to foreclosure proceedings or specifying particular actions or remediesto be taken by Mortgagee shall be deemed to contradict or add to the requirements and procedures ofState and other laws applicable thereto, and any such conflict or inconsistency shall be resolved in favorof the State or other laws applicable thereto at the time of foreclosure. 4.3 Proceeds of Sale. The proceeds of any sale in foreclosure of the liens evidencedhereby shall be applied in accordance with the terms of Section 5.2 of this Mortgage. 4.4 Delivery of Possession After Foreclosure. In the event there is a foreclosure salehereunder and at the time of such sale Mortgagor or Mortgagor’s representatives, successors or assignsor any other Persons claiming any interest in the Mortgaged Property by, through or under Mortgagorare occupying or using the Mortgaged Property, or any part thereof, each and all shall immediatelybecome the tenant of the purchaser at such sale, which tenancy shall be a tenancy from day-to-day,terminable at the will of either landlord or tenant, at a reasonable rental per day based upon the value ofthe Mortgaged Property occupied, such rental to be due daily to the purchaser. In the event the tenantfails to surrender possession of said property upon demand, the purchaser shall be entitled to instituteand maintain an action for forcible entry and detainer of said property in the [Justice of the Peace Courtin the Justice Precinct]11 or other appropriate court and jurisdiction in which such property, or any partthereof, is situated. 4.5 Rights in Connection with Bankruptcy. If the Mortgaged Property or any portionthereof or any interest therein becomes property of any bankruptcy estate or subject to any State orfederal insolvency proceeding, or in the event of the filing of any voluntary or involuntary petition underthe Bankruptcy Code, by or against Mortgagor, Company or any other Guarantor, then Mortgageeshall immediately become entitled, in addition to all other relief to which Mortgagee may be entitledunder this Mortgage and the other Secured Note Documents, at law or in equity, to obtain (i) an order11 NTD: Local Counsel to confirm or modify as needed. C-1 19

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from any bankruptcy court or other appropriate court granting immediate relief from the automatic staypursuant to § 362 of the Bankruptcy Code (or similar successor provisions under the BankruptcyCode) so as to permit Mortgagee to pursue its rights and remedies against Mortgagor as providedunder this Mortgage and the other Secured Note Documents and all other rights and remedies ofMortgagee at law and in equity under applicable State laws, and (ii) an order from the bankruptcy courtprohibiting Mortgagor’s use of all “cash collateral” as defined under § 363 of the Bankruptcy Code (orsimilar successor provisions under the Bankruptcy Code). Mortgagor shall not assert or request anyother Person to assert, that the automatic stay under § 362 of the Bankruptcy Code (or similarsuccessor provisions under the Bankruptcy Code) operate or be interpreted to stay, interdict, condition,reduce or inhibit the ability of Mortgagee to enforce any rights it has by virtue of this Mortgage, or anyother rights that Mortgagee has, whether now or hereafter acquired, against any guarantor of theSecured Obligations (including, without limitation, any Guarantor). Mortgagor shall not seek asupplemental stay or any other relief, whether injunctive or otherwise, pursuant to § 105 of theBankruptcy Code (or similar successor provisions under the Bankruptcy Code) or any other provisiontherein to stay, interdict, condition, reduce or inhibit the ability of Mortgagee to enforce any rights it hasby virtue of this Mortgage against any guarantor of the Secured Obligations (including, without limitation,any Guarantor). Any bankruptcy petition or other action taken by Mortgagor to stay, condition, orinhibit Mortgagee from exercising its remedies are hereby admitted by Mortgagor to be in bad faith andMortgagor further admits that Mortgagee would have just cause for relief from the automatic stay inorder to take such actions authorized under State law. ARTICLE V – APPLICATION OF PROCEEDS; CERTAIN WAIVERS AND OTHER AGREEMENTS 5.1 Application of the Rents or Proceeds from Foreclosure or Sale. In any foreclosure orother sale of this Mortgage of all or any portion(s) of the Mortgaged Property, whether by judicialaction or otherwise, any collection of Rents subsequent to any Event of Default, or any otherenforcement action taken under this Mortgage, in addition to any of the terms and provisions of thisMortgage and each of the Indentures and the other Secured Note Documents, there shall be allowed(and included in decree for sale in the event of a foreclosure by judicial action) to be paid out of theRents or the proceeds of such foreclosure, proceedings and/or sale: (a) Secured Obligations. All of the Secured Obligations which then remain unpaid;(b) Other Advances. All other items advanced or paid by Mortgagee pursuant tothis Mortgage; and (c) Costs, Fees and Other Expenses. All court costs, reasonable attorneys’ fees,paralegals’ fees and other professionals’ fees and expenses, appraiser’s fees, advertising costs, filingfees and transfer taxes, notice expenses, expenditures for documentary and expert evidence,stenographer’s charges, publication costs, other court costs, and costs (which may be estimated as toitems to be expended after entry of the decree, if applicable) of procuring all abstracts of title, titlesearches and examinations, title guarantees, title insurance policies, Torrens certificates and similar datawith respect to title, costs and expenses of taking possession and control of and managing theMortgaged Property and collecting such amounts (including to pay reasonable attorney’s fees,receiver’s fees, premiums on receiver’s bonds, costs of repairs to the Mortgaged Property, premiumsC-1 20

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on insurance policies, taxes, assessments and other charges on the Mortgaged Property, and the costsof discharging any liability of Mortgagor with respect to the Leases), and all other costs, expenses andliabilities of every character incurred by the Mortgagee in connection with any enforcement action takenunder this Mortgage which Mortgagee in the reasonable exercise of its judgment may deem necessary. All such expenses shall become additional Secured Obligations secured hereby when paid or incurredby Mortgagee in connection with any enforcement action taken with respect to this Mortgage or anyproceedings, including but not limited to probate and bankruptcy proceedings or a deed in lieu offoreclosure, to which Mortgagee shall be a party, either as plaintiff, claimant or defendant, by reason ofthis Mortgage or any Indebtedness or other Secured Obligations hereby secured or in connection withthe preparations for the commencement of any suit for the foreclosure, whether or not actuallycommenced, or sale by advertisement or other enforcement action hereunder. 5.2 Sale Proceeds. The proceeds from any sale (whether through a foreclosure proceedingor Mortgagee’s exercise of the power of sale or otherwise), the application of Rents collected duringthe continuation of any Actionable Event of Default, or any other enforcement action taken byMortgagee hereunder shall be distributed and applied in accordance with the terms of the CollateralAgency and Intercreditor Agreement. 5.3 Right to Perform Mortgagor’s Covenants; Cumulative Remedies; Delay or OmissionNot a Waiver. (a) If Mortgagor has failed to keep or perform any covenant whatsoever containedin this Mortgage, Mortgagee may (but shall not be obligated to) perform or attempt to perform saidcovenant; and any payment made or expense incurred by or on behalf of Mortgagee in the performanceor attempted performance of any such covenant, together with any sum expended by or on behalf ofMortgagee that is chargeable to Mortgagor or subject to reimbursement by Mortgagor under theSecured Note Documents, shall be and become a part of the Secured Obligations, and Mortgagorpromises to pay to Mortgagee, within ten (10) Business Days after Mortgagee’s written demandtherefor (whether such demand occurs prior to, simultaneously with, or subsequent to such time thatCompany may be obligated to repay the Secured Obligations pursuant to the other Secured NoteDocuments) and Mortgagor’s receipt of reasonably detailed evidence of such payments, all sums soincurred, paid or expended by or on behalf of Mortgagee, with interest from the date paid, incurred orexpended by or on behalf of Mortgagee, at the applicable Default Rate. (b) Each remedy or right of Mortgagee shall be in addition to every other remedyor right now or hereafter existing pursuant to this Mortgage and each of the Indentures and the otherSecured Note Documents, at law or in equity. No delay in the exercise or omission to exercise anyremedy or right accruing hereunder shall impair any such remedy or right (so long as such ActionableEvent of Default is continuing) or be construed to be a waiver of any such Actionable Event of Defaultor acquiescence therein, or rights with respect to such Actionable Event of Default, nor shall it affect anysubsequent Actionable Event of Default of the same or different nature. Every such remedy or right maybe exercised concurrently or independently and when and as often as may be deemed expedient byMortgagee. If Mortgagee shall have proceeded to invoke any right, remedy, or recourse permittedunder the Secured Note Documents, at law or in equity, and shall thereafter elect to discontinue orabandon same for any reason, Mortgagee shall have the unqualified right so to do and, in such event,Mortgagor, and Mortgagee shall be restored to their former positions with respect to the SecuredC-1 21

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Obligations, the Secured Note Documents, the Mortgaged Property or otherwise, and the rights,remedies, recourses and powers of Mortgagee shall continue as if same had never been invoked. 5.4 Waivers. To the maximum extent permitted under applicable Laws, Mortgagorknowingly, voluntarily, and unconditionally agrees that: (a) Mortgagor will not at any time insist upon, plead, claim or take the benefit oradvantage of any law now or hereafter in force pertaining to the rights and remedies of sureties orproviding for any appraisement, valuation, stay, extension or redemption, and Mortgagor, forMortgagor and Mortgagor’s heirs, devisees, representatives, successors and assigns, and for any and allPersons ever claiming any interest in the Mortgaged Property hereby waives and releases all rights ofredemption, valuation, appraisement, stay of execution, notice of intention to mature or declare due thewhole of the Secured Obligations, notice of intent to accelerate, notice of acceleration, and all rights to amarshaling of the assets of Mortgagor, including the Mortgaged Property, or to a sale in inverse order ofalienation in the event of foreclosure of the liens and security interests hereby created. (b) Mortgagor shall not have or assert any right under any statute or rule of lawpertaining to the marshaling of assets, sale in inverse order of alienation, the exemption of homestead,the administration of estates of decedents or other matters whatever to defeat, reduce or affect the rightof Mortgagee under the terms of this Mortgage to a sale of the Mortgaged Property for the collection ofthe Secured Obligations without any prior or different resort for collection, or the right of Mortgageeunder the terms of this Mortgage to the payment of such Secured Obligations out of the proceeds ofsale of the Mortgaged Property in preference to every other claimant whatever. ARTICLE VI – MISCELLANEOUS PROVISIONS 6.1 No Merger. In the event of a foreclosure of this Mortgage or any other mortgage, deedof trust or deeds to secure debt securing the Secured Obligations, the Secured Obligations then due toMortgagee and/or the Secured Parties shall not be merged into any decree of foreclosure entered by thecourt, if applicable, and Mortgagee may concurrently or subsequently seek to foreclose one or moremortgages, deeds of trust, or deeds to secure debt which also secure said Secured Obligations. 6.2 Notices. All notices required or permitted to be given under this Mortgage shall be sent(and deemed received) in the manner and to the addresses set forth in the Collateral Agency andIntercreditor Agreement, and to the Mortgagor at the address set forth above. Any such noticedelivered to the Mortgagor shall be deemed, for all intents and purposes of the Secured NoteDocuments, to have also been delivered to Company and to each of the other Guarantors, and noticedelivered to the Company pursuant to any of the Secured Note Documents shall be deemed, for allintents and purposes of each of the Secured Note Documents, to have also been delivered to eachGuarantor, including Mortgagor. 6.3 Governing Law. Except where the law of the State is expressly referenced in thisMortgage, this Mortgage and all obligations secured hereby are governed by and to be construed inaccordance with the laws of the State of New York (including Section 5-1401 of New York GeneralObligations Law) without giving effect to applicable principles of conflicts of law to the extent that theapplication of the laws of another jurisdiction would be required thereby. The parties stipulate andagree that the State of New York has a substantial relationship to the underlying transactions related toC-1 22

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this Mortgage and the parties involved. Notwithstanding the foregoing, the parties stipulate and agreethat State law governs issues of creation, perfection and priority of liens on the real propertyencumbered hereby and the procedures for enforcing, in the State, provisional remedies directly relatedto the real property encumbered hereby, including, without limitation, appointment of a receiver. Wherever possible, each provision of this Mortgage shall be interpreted in such manner as to beeffective and valid under applicable law, but if any provision of this Mortgage shall be prohibited by orinvalid under applicable law, such provision shall be ineffective only to the extent of such prohibition orinvalidity, without invalidating the remainder of such provision or the remaining provisions of thisMortgage. 6.4 Releases; Satisfaction of Mortgage; Reconveyance. (a) In accordance with Section 3.1(a)(1) of the Collateral Agency and IntercreditorAgreement, upon payment in full of the Senior Notes, the Exchangeable Notes and all other SecuredObligations that are outstanding, due and payable at the time the Senior Notes and the ExchangeableNotes are paid in full, all of the Mortgaged Property shall be released from the Lien created hereby, andthis Mortgage and all obligations (other than those expressly stated to survive such termination) of theMortgagee and the Mortgagor hereunder shall terminate, all without delivery of any instrument orperformance of any act by any party, and all rights to the Mortgaged Property shall revert to theMortgagor. At the request and sole expense of Mortgagor following any such termination, Mortgageeshall deliver to such Mortgagor any Mortgaged Property held by Mortgagee hereunder, and, subject to,if requested by Mortgagee, Mortgagee’s receipt of a certification by the Company and an opinion ofcounsel stating that such transaction is in compliance with the Secured Note Documents, execute anddeliver to such Mortgagor such documents as such Mortgagor shall reasonably request to evidence suchtermination. Any execution and delivery of documents pursuant to this Section 6.4 (a) shall be withoutrecourse to or representation or warranty of any kind by Mortgagee. (b) If in accordance with Section 3.1(a) of the Collateral Agency and IntercreditorAgreement, the Lien created hereby on all or any portion of the Mortgaged Property or as to the SeniorNotes Obligation (as defined in the Collateral Agency and Intercreditor Agreement) or theExchangeable Notes Obligations (as defined in the Collateral Agency and Intercreditor Agreement), asapplicable, is to be released, then the Mortgagee, at the request and sole expense of Mortgagor, shallexecute and deliver to Mortgagor all releases or other documents reasonably necessary or desirable forthe release of the Lien created hereby on all or such portion of the Mortgaged Property or as to suchrespective Secured Obligations, as applicable; provided that the Company shall have delivered toMortgagee, at least 5 Business Days prior to the date of the proposed release a written request for suchrelease identifying the relevant portion of the Mortgaged Property or Secured Obligations as to whichsuch release is to be effected and the applicable release event in reasonable detail, together with acertification by the Company stating that such transaction is in compliance with the Secured NoteDocuments. Any execution and delivery of documents pursuant to this Section 6.4 (b) shall be withoutrecourse to or representation or warranty of any kind by Mortgagee. 6.5 Successors and Assigns Included in Parties. This Mortgage shall be binding upon theMortgagor and upon the successors, permitted assigns and vendees of the Mortgagor and the permittedassigns, vendees and other transferees of the Mortgaged Property and shall inure to the benefit ofMortgagee and its successors and assigns (for their own benefit and for the benefit of the other SecuredC-1 23

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Parties and their respective successors and assigns); all references herein to the Mortgagor and to theMortgagee shall be deemed to include their respective successors and assigns or permitted assigns, asthe case may be; provided, however, that nothing herein shall be construed to permit any sale,assignment or transfer by the Mortgagor or of the Mortgaged Property that is not permitted by each ofthe Indentures. Mortgagor’s successors and assigns shall include, without limitation, a receiver, trusteeor debtor in possession of or for the Mortgagor. Wherever used, the singular number shall include theplural, the plural shall include the singular, and the use of any gender shall be applicable to all genders. 6.6 Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws; Waiver ofRight to Trial by Jury. (a) MORTGAGOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY INANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF ORRELATING TO THIS MORTGAGE, ANY OTHER SECURED NOTE DOCUMENT OR THETRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ONCONTRACT, TORT OR ANY OTHER THEORY). MORTGAGOR (A) CERTIFIES THAT NOREPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HASREPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDNOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER,AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THISMORTGAGE BY, AMONG OTHER THINGS, THE CORRESPONDING RECIPROCALWAIVER BY MORTGAGEE OF ANY RIGHT IT MAY HAVE TO A TRIAL BY JURYPURSUANT TO THE PROVISIONS OF THE INDENTURE. (b) MORTGAGOR AGREES, TO THE FULL EXTENT PERMITTED BY LAW, THAT AT ALL TIMES FOLLOWING AN ACTIONABLE EVENT OF DEFAULT ANDDURING THE CONTINUANCE THEREOF, NEITHER MORTGAGOR NOR ANYONECLAIMING THROUGH OR UNDER IT SHALL OR WILL SET UP, CLAIM OR SEEK TOTAKE ADVANTAGE OF ANY APPRAISEMENT, VALUATION, STAY, EXTENSION,EXEMPTION OR REDEMPTION LAWS NOW OR HEREAFTER IN FORCE, IN ORDER TOPREVENT OR HINDER THE ENFORCEMENT OR FORECLOSURE OF THIS MORTGAGEOR THE ABSOLUTE SALE OF THE MORTGAGED PROPERTY OR THE FINAL ANDABSOLUTE PUTTING INTO POSSESSION THEREOF, IMMEDIATELY AFTER SUCH SALE,OF THE PURCHASER THEREAT; AND MORTGAGOR, FOR ITSELF AND ALL WHO MAYAT ANY TIME CLAIM THROUGH OR UNDER IT, HEREBY WAIVES, TO THE FULLEXTENT THAT IT MAY LAWFULLY SO DO, THE BENEFIT OF ALL SUCH LAWS ANDANY AND ALL RIGHT TO HAVE THE ASSETS COMPRISING THE MORTGAGEDPROPERTY MARSHALED UPON ANY FORECLOSURE OF THE LIEN HEREOF ANDAGREES THAT MORTGAGEE OR ANY COURT HAVING JURISDICTION TO FORECLOSESUCH LIEN MAY SELL THE MORTGAGED PROPERTY IN PART OR AS AN ENTIRETY. TO THE FULL EXTENT PERMITTED BY LAW, MORTGAGOR HEREBY WAIVES ANY ANDALL STATUTORY OR OTHER RIGHTS OF REDEMPTION FROM SALE UNDER ANYFORECLOSURE OF THIS MORTGAGE, ON ITS OWN BEHALF AND ON BEHALF OFC-1 24

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EACH AND EVERY PERSON ACQUIRING ANY INTEREST IN OR TITLE TO THEMORTGAGED PROPERTY SUBSEQUENT TO THE DATE HEREOF. 6.7 Interpretation with Other Documents; Mortgagee’s Sole Discretion. This Mortgageshall be deemed to constitute a “Mortgage” for all purposes of and under each of the Indentures. Theterms and provisions of this Mortgage shall be construed to the extent possible consistently with those ofeach of the Indentures as being in addition to and supplementing the provisions of each of the Indenturesand the other Secured Note Documents; provided, however, that notwithstanding anything in thisMortgage of a conflict or inconsistency between this Mortgage and each of the Indentures, theprovisions of each of the Indentures shall govern and control. Whenever pursuant to this Mortgage orthe other Secured Note Documents, Mortgagee exercises any right given to it to elect, consent, approveor disapprove, or any arrangement or term is to be or determined in the judgment of Mortgagee, thedecision of Mortgagee to elect, consent, approve or disapprove, or to decide that arrangements orterms are satisfactory or not satisfactory, shall be in the sole discretion of Mortgagee and shall be finaland conclusive, except as may be otherwise expressly and specifically provided elsewhere herein or ineach of the Indentures. 6.8 Invalid Provisions to Affect No Others. In the event that any of the covenants,agreements, terms or provisions contained in this Mortgage shall be invalid, illegal or unenforceable inany respect, the validity of the remaining covenants, agreements, terms or provisions contained herein orin each of the Indentures shall not be in any way affected, prejudiced or disturbed thereby. In the eventthat the application of any of the covenants, agreements, terms or provisions of this Mortgage is held tobe invalid, illegal or unenforceable, those remaining covenants, agreements, terms and provisions shallnot be in any way affected, prejudiced or disturbed when otherwise applied. 6.9 Changes. Neither this Mortgage nor any term hereof may be changed, waived,discharged or terminated orally, or by any action or inaction, but only by an instrument in writing signedby the Mortgagee and any other party against which enforcement of the change, waiver, discharge ortermination is sought. To the extent permitted by law, any agreement hereafter made by Companyand/or Mortgagor and Mortgagee relating to this Mortgage shall be superior to the rights of the holderof any intervening lien or encumbrance. 6.10 Time of the Essence. Mortgagor shall pay the Secured Obligations at the time and inthe manner provided in each of the Indentures and the other Secured Note Documents. Mortgagor willduly and punctually perform or cause to be performed all of the covenants, conditions and agreementscontained in each of the Indentures, this Mortgage and the other Secured Note Documents, all of whichcovenants, conditions and agreements are hereby made a part to the same extent and with the sameforce as if fully set forth herein. Time is of the essence. 6.11 Headings For Convenience Only; No Strict Construction. The headings and captionsof various sections of this Mortgage are for convenience of reference only and are not to be construedas defining or limiting, in any way, the scope or intent of the provisions hereof. The Mortgagor andMortgagee, with the assistance of their respective legal counsel, have participated jointly in thenegotiation and drafting of this Mortgage. In the event an ambiguity or question of intent orinterpretation arises, this Mortgage shall be construed as if drafted jointly by Mortgagor and MortgageeC-1 25

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and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of theauthorship of any provisions of this Mortgage. ARTICLE VII – PROHIBITIONS ON TRANSFERS; ADDITIONAL REPRESENTATIONS,WARRANTIES AND COVENANTS OF MORTGAGOR; OTHER AGREEMENTS 7.1 Transfer or Encumbrance of the Mortgaged Property. (a) Except in accordance with the express terms and conditions contained in eachof the Indentures, Mortgagor shall not create, cause or permit (directly or indirectly, voluntarily orinvoluntarily, by operation of law or otherwise) any sale, lease, transfer, conveyance, mortgage, grant,bargain, encumbrance, pledge, assignment, or grant of any options with respect to, or any other AssetSale of, or Lien upon (collectively, a “Transfer”) (i) all or any part of the Mortgaged Property or anyinterest therein, or (ii) any direct or indirect legal or beneficial ownership interest (in whole or in part) inMortgagor, irrespective of the number of tiers of ownership. (b) Any written consent by Mortgagee to any Transfer of the Mortgaged Propertyor any interest in Mortgagor shall not be deemed to be a waiver of Mortgagee’s right to require suchconsent to any future occurrence of same. Any attempted or purported Transfer of the MortgagedProperty or of any direct or indirect interest in Mortgagor, if made in contravention of this Section 7.1,shall be null and void ab initio and of no force and effect. 7.2 Mortgagor’s Covenants, Representations and Warranties; Survival of SecuredObligations, Covenants, Representations and Warranties; Covenants Running with the Land. (a) Mortgagor hereby covenants, represents and warrants that: (i) The Mortgaged Property shall secure all of the Secured Obligations presently orhereafter owed or held, and the priority of the lien created hereby for all such SecuredObligations shall be a first priority lien, subject only to Permitted Liens;(ii) Mortgagor is duly authorized to make and enter into this Mortgage and to carryout the transactions contemplated herein; (iii) The execution, delivery and performance of this Mortgage by the Mortgagor(A) are within its corporate or equivalent power and authority and (B) have been dulyauthorized by all necessary corporate or equivalent action; this Mortgage has been dulyexecuted and delivered by the Mortgagor and constitutes a legal, valid and binding obligation ofMortgagor, enforceable against the Mortgagor in accordance with its terms, subject, however,to bankruptcy and other law, decisional or statutory, of general application affecting theenforcement of creditors’ rights, and to the fact that the availability of the remedy of specificperformance or of injunctive relief in equity is subject to the discretion of the court before whichany proceeding therefor may be brought; (iv) Mortgagor, to its knowledge, is not now in default (beyond any applicable cureperiod) under any material instruments or obligations relating to the Mortgaged Property, andC-1 26

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Mortgagor has not received any written notice from any Person asserting any claim of defaultagainst Mortgagor relating to the Mortgaged Property; (v) The execution and performance of this Mortgage and the consummation of thetransactions hereby contemplated will not result in any breach of, or constitute a default under,any mortgage, lease (including, without limitation, any Lease), bank loan, trust indenture, orother material instrument binding upon Mortgagor; (vi) Except as set forth on Schedule 7.2(a)(vi), to Mortgagor’s actual knowledgethere are no actions, investigations, suits or proceedings (including, without limitation, anycondemnation or bankruptcy proceedings) pending or overtly threatened in writing against oraffecting Mortgagor or the Mortgaged Property, or which, if adversely determined againstMortgagor or the Mortgaged Property, may be reasonably expected to adversely affect thevalidity or enforceability of this Mortgage, at law or in equity, or before or by any governmentalauthority; to the actual knowledge of Mortgagor, Mortgagor is not in violation (beyond anyapplicable cure period) with respect to any writ, injunction, decree or demand of any court orany governmental authority affecting the Mortgaged Property;(vii) To Mortgagor’s actual knowledge the Mortgaged Property presently compliesin all material respects with, and will continue to comply in all material respects with, allapplicable restrictive covenants and applicable zoning and subdivision ordinances, buildingcodes and other applicable laws; [and] (viii) To Mortgagor’s knowledge it owns, is licensed, or otherwise has the right touse or is in possession of all licenses, permits and required approvals or authorizations from allnecessary governmental authorities, patents, trademarks, service marks, trade names,copyrights, franchises, authorizations and other rights that are reasonably necessary for itsoperations on the Mortgaged Property, without conflict with the rights of any other Person withrespect thereto[.][; and] (ix) [With respect to the Subject Lease: (a) Mortgagor shall promptly pay, whendue and payable, the rent, additional rent, and other charges payable pursuant to the SubjectLease, and will timely perform and observe all of the other terms, covenants and conditionsrequired to be performed and observed by Mortgagor as lessee under the Subject Lease in allmaterial respects, in each case, taking into account any applicable grace or cure periods; (b)Mortgagor shall, promptly upon receipt or distribution thereof, deliver to Mortgagee a copy ofeach material notice (including default notices) given to or by Mortgagor pursuant to the SubjectLease; and (c) Mortgagor shall not terminate, surrender, or enter into any material modificationof the Subject Lease without the prior written consent of Mortgagee (which consent may not beunreasonably withheld, delayed or conditioned), and any such attempted termination,modification or surrender without Mortgagee’s written consent shall be void.](b) Each and all of the covenants, obligations, representations and warranties andindemnification agreements of Mortgagor shall survive the execution and delivery of the Secured NoteDocuments and the transfer or assignment of this Mortgage (including, without limitation, any TransferC-1 27

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and/or any transfer or assignment by Mortgagee of any of its rights, title and interest in and to theMortgaged Property or any part thereof to any Person, whether or not affiliated with Mortgagee). (c) All covenants, conditions, warranties, representations and other obligationscontained in this Mortgage and the other Secured Note Documents are intended by Mortgagor andMortgagee to be, and shall be construed as, covenants running with the Mortgaged Property until thelien of this Mortgage has been fully released by Mortgagee, pursuant to the terms hereof. 7.3 Protective Advances. To the extent permitted by applicable State law, all advances,disbursements and expenditures made by Mortgagee before and during a foreclosure, and before andafter judgment of foreclosure, and at any time prior to sale, and, where applicable, after sale, and duringthe pendency of any related proceedings authorized by this Mortgage (collectively, “ProtectiveAdvances”), shall constitute additional indebtedness secured by this Mortgage, and shall becomeimmediately due and payable without notice and with interest thereon from the date of the advance untilpaid at the Default Rate. This Mortgage shall be a lien for all Protective Advances as to subsequentpurchasers and judgment creditors from the time this Mortgage is recorded. 7.4 Contemporaneous Collateral Documents. THIS MORTGAGE IS MADE INADDITION TO OTHER SECURITY DOCUMENTS (AS DEFINED IN THE COLLATERALAGENCY AND INTERCREDITOR AGREEMENT) HERETOFORE AND HEREAFTER, ASAPPLICABLE, GIVEN BY MORTGAGOR OR THE COMPANY OR THE OTHERGUARANTORS TO (OR FOR THE BENEFIT OF) MORTGAGEE, COVERING VARIOUSOTHER REAL PROPERTIES LOCATED IN OTHER STATES, INCLUDING, WITHOUTLIMITATION, ________________________ (collectively, the “Other Security Instruments”). TheOther Security Instruments further secure the Secured Obligations of the Company, Mortgagor and theother Guarantors to Mortgagee and the other Secured Parties under each of the Indentures and theother Secured Note Documents. Upon the occurrence of an Actionable Event of Default, and subjectto the terms of each applicable Other Security Instrument, Mortgagee may proceed under the OtherSecurity Instruments against any of the other property covered thereby and/or the Mortgaged Property,in one or more parcels and in such manner and order as Mortgagee shall elect. MORTGAGORHEREBY IRREVOCABLY WAIVES AND RELEASES, TO THE EXTENT PERMITTED BYLAW, AND WHETHER NOW OR HEREAFTER IN FORCE, ANY RIGHT TO HAVE THEMORTGAGED PROPERTY AND/OR ANY SUCH OTHER MORTGAGED PROPERTYSECURED BY THE OTHER SECURITY INSTRUMENTS, MARSHALLED UPON ANYFORECLOSURE OF THIS MORTGAGE OR ANY OF THE OTHER SECURITYINSTRUMENTS. ARTICLE VIII – STATE SPECIFIC PROVISIONS 8.1 State Specific Provisions. The terms and provisions set forth below in this Section 8.1shall be construed, to the greatest extent possible, consistently with those set forth elsewhere in thisMortgage as being in addition to and supplementing such other terms and provisions set forth elsewherein this Mortgage; provided, however, that notwithstanding anything to the contrary set forth elsewhere inthis Mortgage, in the event of any conflict or inconsistency between the terms and provisions of thisC-1 28

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Article VIII and the terms and provisions set forth elsewhere in this Mortgage, the following terms andprovisions of this Article VIII shall govern and control:12 [To comeADD STATE SPECIFIC REQUIREMENTS] 8.2 8.3 [REMAINDER OF PAGE INTENTIONALLY BLANK] 12Note to Draft: Local counsel to insert appropriate local provisions. C-1 29

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IN WITNESS WHEREOF, this Mortgage is executed as of the day and year first abovewritten by the Person (or Persons) identified below on behalf of Mortgagor (and said Person or Personshereby represent that they possess full power and authority to execute this Mortgage). MORTGAGOR: a By: CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership, its sole member and chief manager By: CBL HOLDINGS I, INC., a Delaware corporation, its sole general manager By: Name: Title: [ADD FORM OF ACKNOWLEDGEMENT]

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EXHIBIT A Legal Description of the Land

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EXHIBIT B [Subject Lease; Record Owner] (a) Subject Lease. The term “Subject Lease” shall mean the agreement of leasedescribed in this Exhibit B. That certain [Ground Lease] dated __________, as amended by _________, pursuant to whichMortgagor leases the Land subject thereto from _______________. (b) Record Owner. The record owner of the Land subject to the Subject Lease is__________________.

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Exhibit [B][C] Permitted Liens13 13 The Liens specified hereon constitute “Permitted Liens” only to the extent to such Liens constitute PermittedCollateral Liens.

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SCHEDULE 7.2(a)(vi) [Describe known actions or proceedings or state None]

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(such CapEx Assets or Additional Assets referenced in clauses (A) and (B),collectively, the “Permitted Excess Cash Use Assets”); provided that in the case of clauses (A) or (B), prior to or simultaneously with or within ten (10)Business Days after the acquisition or capital expenditure to construct or improve such PermittedExcess Cash Use Assets (or [30] days in the case of a mortgage), (i) the Collateral Agent has beengranted a valid, enforceable perfected first-priority security interest (subject only to Permitted CollateralLiens) in such Permitted Excess Cash Use Assets in accordance with Section 4.14 and (ii) in themanner specified in Section 11.02(c) and Section 11.04(e) of this Indenture, the Company or suchCategory 1 Subsidiary shall have executed and delivered to the Collateral Agent such SecurityDocuments referred to therein or as shall otherwise be reasonably necessary to vest in the CollateralAgent a valid, enforceable perfected security interest or other Liens in or on such Permitted ExcessCash Use Assets and to have such Permitted Excess Cash Use Assets added to the Category 1Collateral, together with appropriate Opinions of Counsel (of scope and substance substantially thesame as the Issue Date Opinions, if any) with respect to, among other things, the creation, validity,perfection, enforceability and priority of such Security Documents and an Officer’s Certificate andOpinion of Counsel as to the satisfaction of the foregoing requirements (such Opinions of Counsel andOfficer’s Certificate also to be delivered to the Trustee); and thereupon all provisions of this Indenturerelating to the Category 1 Collateral shall be deemed to relate to such Permitted Excess Cash UseAssets to the same extent and with the same force and effect. Any Net Available Cash from any Asset Sale (including any Collateral Disposition) that are notapplied as provided in, and within the time period set forth in, the preceding paragraph of thisSection4.03 will constitute “Asset Sale Excess Proceeds.” When the aggregate amount of Asset Sale ExcessProceeds exceeds $50.0 million (any aggregate amount of Asset Sale Excess Proceeds first exceedingsuch threshold amount being referred to as an “Asset Sale Trigger Event”), within ten Business Daysthereof, the Company will (x) make an Asset Sale Excess Proceeds Offer to all Holders of Securities topurchase the maximum principal amount of Securities that may be purchased at the Asset Sale ExcessProceeds Offer Price in an amount equal to such Asset Sale Excess Proceeds. “Asset Sale ExcessProceeds Offer Price” means, as to any Securities to be purchased in any Asset Sale Excess ProceedsOffer, (i) an amount equal to 102% for Assets Sales of Category 1 Collateral (other than any Event ofLoss), and (ii) an amount equal to 100% for Asset Sales constituting Events of Loss, in the case of eachof clauses (i) and (ii), of the principal amount of the Securities plus accrued and unpaid interest, if any, tothe Asset Sale Excess Proceeds Offer Purchase Date (subject to the right of Holders of record on therelevant record date to receive interest due on an Interest Payment Date that is on or prior to the AssetSale Excess Proceeds Offer Purchase Date). Such Asset Sale Excess Proceeds Offer will be payable incash. For the avoidance of doubt, the Asset Sale Excess Proceeds Offer Price set forth in thisparagraph shall override the optional redemption price set forth in Section 3.07(b) of this Indenture. TheCompany may, at its option, satisfy the foregoing obligations with respect to an Asset Sale ExcessProceeds Offer prior to the expiration of the applicable 360 day or 720 day period or prior to receivingmore than $50.0 million of Asset Sales Excess Proceeds. On the Asset Sale Excess Proceeds Offer Purchase Date, the Company will deposit with thePaying Agent such amount as will enable the Trustee, to the extent of the Securities tendered in suchAsset Sale Excess Proceeds Offer, to apply such Asset Sale Excess Proceeds with respect to suchAsset Sale Excess Proceeds Offer to the repurchase, at the applicable Asset Sale Excess ProceedsOffer Price, of Securities validly tendered and accepted for purchase in the Asset Sale Excess ProceedsE-5

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Offer. For the avoidance of doubt, the Company’s making of any Asset Sale Excess Proceeds Offershall not constitute a redemption of Securities pursuant to Article 3 or paragraph 5 of the Securities. If any Asset Sale Excess Proceeds remain after consummation of an Asset Sale ExcessProceeds Offer, the Company may use those Asset Sale Excess Proceeds for any purpose nototherwise prohibited by this Indenture. If the aggregate Asset Sale Excess Proceeds Offer Pricepayable with respect to the aggregate principal amount of Securities tendered into such Asset SaleExcess Proceeds Offer exceeds the aggregate Asset Sale Excess Proceeds the Trustee will select theSecurities to be purchased on aprorata basis on the basis of the aggregate principal amount of validlytendered Securities. Upon surrender of a Security that is repurchased in part, the Company shall issue inthe name of the applicable Holder and the Trustee shall authenticate for such Holder at the expense ofthe Company a new Security equal in principal amount to the non-repurchased portion of the Securitysurrendered. Upon completion of each Asset Sale Excess Proceeds Offer, the amount of Asset SaleExcess Proceeds will be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act andany other securities laws and regulations thereunder to the extent those laws and regulations areapplicable in connection with each repurchase of Securities pursuant to an Asset Sale Excess ProceedsOffer. To the extent that the provisions of any securities laws or regulations conflict with the provisionsof this Section 4.03, the Company will comply with the applicable securities laws and regulations andwill not be deemed to have breached its obligations under such provisions by virtue of such compliance. In the event that, pursuant to this Section 4.03 hereof, the Company shall be required tocommence an offer (an “Asset Sale Excess Proceeds Offer”) to all Holders to purchase the maximumprincipal amount of Securities that may be purchased at the Asset Sale Excess Proceeds Offer Pricewith an amount equal to the Asset Sale Excess Proceeds (the “Asset Sale Excess Proceeds OfferAmount”), the Company shall follow the procedures specified below: (b) The Asset Sale Excess Proceeds Offer shall remain open for a period of 20Business Days following its commencement and no longer, except to the extent that a longer period isrequired by applicable law (the “Asset Sale Excess Proceeds Offer Period”). No later than fiveBusiness Days after the termination of the Asset Sale Excess Proceeds Offer Period (the “Asset SaleExcess Proceeds Offer Purchase Date”), the Company shall purchase and pay the Asset Sale ExcessProceeds Offer Price with respect to all Securities validly tendered and accepted for purchase, or if theamount of Securities validly tendered at the Asset Sale Excess Proceeds Offer Price with respect to allSecurities validly tendered is greater than the Asset Sale Excess Proceeds Offer Amount, the Companyshall purchase and pay for Securities validly tendered at the Asset Sale Excess Proceeds Offer Price inan aggregate amount equal to the Asset Sale Excess Proceeds Amount. Payment for any Securities sopurchased shall be made in the manner prescribed in the Securities. (c) Upon the commencement of an Asset Sale Excess Proceeds Offer, theCompany shall send awritten notice to each of the Holders with a copy to the Trustee. The notice shallcontain all instructions and materials necessary to enable such Holders to tender Securities pursuant tothe Asset Sale Excess Proceeds Offer. The Asset Sale Excess Proceeds Offer shall be made to allHolders. The notice, which shall govern the terms of the Asset Sale Excess Proceeds Offer, shall state: E-6

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of such receipt and (ii) the Company shall cause, or shall cause such Category 1 Subsidiary to cause,such amounts (such amounts, the “Pending Redemption Cash”) to be deposited directly by theCompany or such Category 1 Subsidiary in a deposit account subject to a valid and perfected Lien infavor of the Collateral Agent free of any other Lien (other than the Lien of the Secured Debt Documentsor any other Permitted Collateral Lien), and the Pending Redemption Cash will constitute Category 1Collateral pending application in the Collateral Release Excess Proceeds Offer. The Collateral Release Excess Proceeds Offer Price shall be at the prices set forth below(expressed in percentages of principal amount on the Collateral Release Excess Proceeds PurchaseDate), plus accrued and unpaid interest to but excluding the Collateral Release Excess ProceedsPurchase Date (subject to the right of Holders of record on the relevant Regular Record Date to receiveinterest due on the relevant Interest Payment Date), if purchased during the periods set forth below:
Table 1 on page 166. Back to List of Tables
Period Collateral Release Excess
Proceeds Offer Price
Issue Date to [May 14], 2023 100.0%
[May 15], 2023 to [May 14, 2024] 105.0%
[May 15, 2024] to [May 14, 2025] 102.5%
On the Collateral Release Excess Proceeds Purchase Date, the Company will deposit with theTrustee such respective portions of the Collateral Release Excess Proceeds as will enable the Trustee,to the extent of the Securities tendered in such Collateral Release Excess Proceeds Offer, to apply theportion of such Collateral Release Excess Proceeds equal to the amount of the Securities validlytendered and accepted for purchase in the Collateral Release Excess Proceeds Offerplus accrued andunpaid interest to but excluding the Collateral Release Excess Proceeds Purchase Date (subject to theright of Holders of record on the relevant record date to receive interest due on the relevant InterestPayment Date). For the avoidance of doubt, the Company’s making of any Collateral Release ExcessProceeds Offer shall not constitute a redemption of Securities. Any Collateral Release Excess Proceeds remaining after consummation of a Collateral ReleaseExcess Proceeds Offer may be used for any purpose not otherwise prohibited by this Indenture. If theaggregate Collateral Release Excess Proceeds Offer Price payable in respect of the aggregate principalamount of Securities tendered into such Collateral Release Excess Proceeds Offer exceeds theCollateral Release Excess Proceeds Offer Amount, the Trustee will select the Securities to bepurchased on a pro rata basis. Upon surrender of a Security that is repurchased in part, the Companyshall issue in the name of the applicable Holder and the Trustee shall authenticate for such Holder at theexpense of the Company a new Security equal in principal amount to the non-repurchased portion ofthe Security surrendered. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act andany other securities laws and regulations thereunder to the extent those laws and regulations areapplicable in connection with each repurchase of Securities pursuant to an Collateral Release ExcessProceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with theprovisions of this Section 4.04, the Company will comply with the applicable securities laws andE-9

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regulations and will not be deemed to have breached its obligations under such provisions by virtue ofsuch compliance. In the event that, pursuant to this Section 4.04 hereof, the Company shall be required tocommence a Collateral Release Excess Proceeds Offer, the Company shall follow the proceduresspecified below: (a) The Collateral Release Excess Proceeds Offer shall remain open for a period of20 Business Days following its commencement and no longer, except to the extent that a longer periodis required by applicable law (the “Collateral Release Excess Proceeds Offer Period”). No later thanfive Business Days after the termination of the Collateral Release Excess Proceeds Offer Period (the“Collateral Release Excess Proceeds Offer Purchase Date”), the Company shall purchase and paythe Collateral Release Excess Proceeds Offer Price with respect to all Securities validly tendered andaccepted for purchase, or if the amount of Securities validly tendered at the Collateral Release ExcessProceeds Offer Price with respect to all Securities validly tendered is greater than the Collateral ReleaseExcess Proceeds Offer Amount, the Company shall purchase and pay for Securities validly tendered atthe Collateral Release Excess Proceeds Offer Price in an aggregate amount equal to the CollateralRelease Excess Proceeds Amount. Payment for any Securities so purchased shall be made in themanner prescribed in the Securities. (b) Upon the commencement of a Collateral Release Excess Proceeds Offer, theCompany shall send, by first class mail, a written notice to each of the Holders, with a copy to theTrustee. The notice shall contain all instructions and materials necessary to enable such Holders totender Securities pursuant to the Collateral Release Excess Proceeds Offer. The Collateral ReleaseExcess Proceeds Offer shall be made to all Holders. The notice, which shall govern the terms of theCollateral Release Excess Proceeds Offer, shall state: (1) that the Collateral Release Excess Proceeds Offer is being made pursuant tothis Section 4.04 hereof, and the length of time the Collateral Release Excess Proceeds Offershall remain open, including the time and date the Collateral Release Excess Proceeds Offer willterminate (the “Collateral Release Excess Proceeds Termination Date”);(2) the Collateral Release Excess Proceeds Offer Price; (3) that the aggregate amount to be applied to purchase the Securities in theCollateral Release Excess Proceeds Offer will consist of an amount equal to the CollateralRelease Excess Proceeds (and specifying such amount); (4) that any Security not tendered or accepted for payment shall continue to accrueinterest; (5) that, unless the Company defaults in making such payment, any Securityaccepted for payment pursuant to the Collateral Release Excess Proceeds Offer shall cease toaccrue interest after the Collateral Release Excess Proceeds Offer Purchase Date;(6) that Holders electing to have a Security purchased pursuant to any CollateralRelease Excess Proceeds Offer shall be required to surrender the Security, properly endorsedfor transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverseE-10

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EXHIBIT F INITIAL JOINT VENTURES The Initial Joint Ventures shall be the following: JV ENTITY NAME STATE OF FORMATION Ambassador Infrastructure, LLC (JV entity) LA Ambassador Town Center JV, LLC (JV entity) LA Atlanta Outlet JV, LLC (JV entity) DE Atlanta Outlet Outparcels, LLC (JV entity) DE BI Developments II, LLC (JV entity) TN BI Developments, LLC (JV entity) TN Bullseye, LLC (JV entity) TN CBL HP Self Storage Member, LLC (JV entity) TN CBL Terrace Limited Partnership (JV entity) TN CBL/T-C, LLC (JV entity) DE CBL-TRS Joint Venture, LLC (JV entity) DE Continental 425 Fund LLC (JV entity) WI Eastgate Storage, LLC (JV entity) OH El Paso Outlet Center Holding, LLC (JV entity) DE El Paso Outlet Center II, LLC (JV entity) DE El Paso Outlet Outparcels II, LLC (JV entity) DE El Paso Outlet Outparcels, LLC (JV entity) DE Fremaux Town Center JV, LLC (JV entity) DE F-24

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JV ENTITY NAME STATE OF FORMATION Gettysburg Outlet Center Holding, LLC (JV entity) DE Gettysburg Outlet Center, LLC (JV entity) DE Governor’s Square Company IB (JV entity) TN Governor's Square Company (JV entity) TN Hamilton Place Self Storage, LLC (JV entity) TN Jarnigan Road II, LLC (JV entity) DE Jarnigan Road Limited Partnership (JV entity) TN Kentucky Oaks Mall Company (JV entity) OH Laredo Outlet JV, LLC (JV entity) DE Lebcon Associates (JV entity) TN Lebcon I, Ltd. (JV entity) TN Louisville Outlet Outparcels, LLC (JV entity) DE Louisville Outlet Shoppes, LLC (JV entity) DE Mall of South Carolina Limited Partnership (JV SC entity) Mall of South Carolina Outparcel Limited SC Partnership (JV entity) Parkdale Self Storage, LLC (JV entity) TX PHG-CBL Lexington Fayette LLC (JV entity) GA Port Orange I, LLC (JV entity) FL Self Storage at Mid Rivers, LLC (JV entity) MO Shoppes at Eagle Point, LLC (JV entity) TN Statesboro Crossing, LLC (JV entity) GA The Promenade D'Iberville, LLC (JV entity) MS F-25

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JV ENTITY NAME STATE OF FORMATION Vision-CBL Hamilton Place, LLC (JV entity) TN West Melbourne I, LLC (JV entity) DE York Town Center, LP (JV entity) PA [To come] F-26

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EXHIBIT G INACTIVE SUBSIDIARIES The Inactive Subsidiaries shall be the following: ENTITY NAME STATE OF FORMATION 1105 Anchor Limited Partnership NC Acadiana Anchor M, LLC LA Acadiana Expansion Parcel, LLC LA Acadiana Mall CMBS, LLC DE Acadiana Mall of Delaware, LLC DE Akron Mall Land, LLC DE Arbor Place GP, Inc. GA Bonita Lakes Mall Limited Partnership MS Brewery District, LLC TX Burnsville Center SPE, LLC DE Cary Venture Limited Partnership DE CBL & Associates Management Sub, LLC DE CBL El Paso Pref Lender, LLC DE CBL Fayette Hotel Member, LLC KY CBL Foothills Plaza Partnership TN CBL Friendly Hotel Member, LLC NC CBL Grandview Forum, LLC MS CBL Lee's Summit East, LLC MO CBL Lee's Summit Peripheral, LLC MO CBL Mayfaire Hotel Member, LLC NC CBL Member-Mansfield, LLC TX CBL Morristown, LTD. TN CBL Old Hickory Mall, Inc. TN CBL Triangle Town Member, LLC NC CBL TTC Member, LLC NC CBL Walden Park, LLC TX CBL Woodstock Investments Member, LLC GA CBL/BFW Kiosks, LLC DE CBL/Cary I, LLC DE CBL/Cary II, LLC DE CBL/Citadel I, LLC DE CBL/Citadel II, LLC DE CBL/Columbia I, LLC DE G-1

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ENTITY NAME STATE OF FORMATION CBL/Columbia II, LLC DE CBL/Columbia Place, LLC DE CBL/CREA Broad Street, LLC TX CBL/GP I, Inc. TN CBL/GP III, Inc. MS CBL/GP IV, Inc. CT CBL/Greenport Towne Center, LLC NY CBL/High Pointe GP, LLC DE CBL/Huntsville, LLC DE CBL/Imperial Valley GP, LLC CA CBL/Kirkwood Mall, LLC DE CBL/Lion's Head Village, LLC TN CBL/Low Limited Partnership WY CBL/Madison I, LLC DE CBL/Madison II, LLC DE CBL/Midland I, LLC DE CBL/Midland II, LLC DE CBL/Monroeville I, LLC DE CBL/Monroeville, L.P. PA CBL/MS General Partnership DE CBL/Regency II, LLC DE CBL/Richland G.P., LLC TX CBL/Sunrise Commons GP, LLC TX CBL/Sunrise Commons, L.P. TX CBL/Sunrise GP, LLC DE CBL/Sunrise Land, LLC TX CBL/Sunrise XS Land, L.P. TX CBL/Towne Mall I, LLC DE CBL/Towne Mall II, LLC DE CBL/Wausau I, LLC DE CBL/Wausau II, LLC DE CBL/Wausau III, LLC DE CBL/Wausau IV, LLC DE CBL-TRS Joint Venture II, LLC DE CBL-TRS Member II, LLC DE Charleston Joint Venture OH Chesterfield Mall LLC DE Chesterfield Parcel, LLC MO Chicopee Marketplace III, LLC MA A-1

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ENTITY NAME STATE OF FORMATION Chicopee Marketplace, LLC MA CHM/Akron, LLC DE Citadel Mall CMBS, LLC DE Citadel Mall DSG, LLC SC Cobblestone Village at Palm Coast, LLC FL Cobblestone Village at St. Augustine, LLC FL College Station Partners, Ltd. TX Columbia Joint Venture OH Columbia Place/Anchor, LLC SC Crossings at Marshalls Creek I LLC PA Crossings at Marshalls Creek II LLC PA Crossings at Marshalls Creek Limited Partnership PA CV at North Columbus, LLC GA CVPC-Lo, LLC FL CVPC-Outparcels, LLC FL Dallan Acquisitions, LLC DE Deco Mall, LLC DE Development Options Centers, LLC DE Development Options/Cobblestone, LLC FL DM-Cayman II, Inc. Cayman Islands DM-Cayman, Inc. Cayman Islands Eastgate Anchor S, LLC OH Eastgate Crossing CMBS, LLC DE Eastland Medical Building, LLC IL Evin Acquisitions, LLC DE Fashion Square Mall CMBS, LLC DE Fashion Square-Orange Park, LLC FL Fayette Development Property, LLC KY FHP Expansion GP I, LLC TN FHP Expansion GP II, LLC TN Foothills Mall Associates, LP TN Foothills Mall, Inc. TN GCTC Peripheral III, LLC FL GCTC Peripheral V, LLC FL Greenbrier Mall, LLC DE Gulf Coast Town Center CMBS, LLC DE Gulf Coast Town Center Peripheral I, LLC FL Gulf Coast Town Center Peripheral II, LLC FL Hammock Landing Collecting Agent, LLC FL A-1

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ENTITY NAME STATE OF FORMATION Hickory Hollow Courtyard, Inc. DE Hickory Hollow Mall Limited Partnership DE Hickory Hollow Mall, Inc. DE Hickory Hollow/SB, LLC TN Hickory Point, LLC DE Hickory Point-OP Outparcel, LLC IL Honey Creek Mall Member SPE, LLC DE Honey Creek Mall, LLC IN Huckleberry Place, LLC GA Hwy 287 & Broad Street, LLC TX Imperial Valley Mall, L.P. CA Janesville Mall Limited Partnership WI Janesville Wisconsin, Inc. WI JG Randolph II, LLC DE JG Randolph, LLC OH JG Saginaw II, LLC DE JG Saginaw, LLC OH Kirkwood Mall Mezz LLC DE Lakeshore/Sebring Limited Partnership FL Lakeview Pointe, LLC OK Laredo/MDN II Limited Partnership TX LeaseCo, Inc. NY Lee Partners TN Madison Grandview Forum, LLC MS Madison Plaza Associates, Ltd. AL Madison Square Associates, Ltd. AL Mall Shopping Center Company, L.P. (formerly Mall TX Shopping Center Company) Maryville Department Store Associates, Ltd. TN Maryville Partners, L.P. TN MDN/Laredo GP II, LLC DE MDN/Laredo GP, LLC DE Meridian Mall CMBS, LLC DE Meridian Mall Company, Inc. MI Midland Venture Limited Partnership MI Milford Marketplace, LLC CT Mortgage Holdings II, LLC DE Newco Mortgage, LLC DE NewLease Corp. TN A-1

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ENTITY NAME STATE OF FORMATION Oak Park Holding II, LLC KS OK City JV, LLC DE OK City Member, LLC DE OK City Outlets II, LLC DE OK City Outlets III, LLC OK OK City Outlets, LLC DE Panama City Peripheral, LLC FL Parkdale Crossing GP, Inc. TX Parkway Place, Inc. AL Pearland Hotel Operator, Inc. TX PHG-CBL Lexington Fayette LLC GA PPG Venture I LP DE Property Taxperts, LLC NV Racine Joint Venture OH Racine Joint Venture II, LLC DE Renaissance Member II, LLC DE Renaissance Phase II CMBS, LLC DE Renaissance Retail LLC NC Renaissance SPE Member, LLC DE River Ridge Mall LLC VA Rivergate Mall, Inc. DE Shoppes at St. Clair Square, LLC IL Shopping Center Finance Corp. WY Springdale/Mobile GP II, Inc. AL Springdale/Mobile GP, Inc. AL Springhill/Coastal Landing, LLC FL St. Clair Square GP I, LLC IL St. Clair Square GP, Inc. IL St. Clair Square Limited Partnership IL SubREIT Investor-Boston General Partnership MA SubREIT Investor-Boston GP I, LLC MA Sutton Plaza GP, Inc. NJ The Lakes Mall, LLC MI The Pavilion Collecting Agent, LLC FL The Shops at Pineda Ridge, LLC FL The Village at Newnan Crossing, LLC GA The Village at Rivergate, Inc. DE Triangle Town Center, LLC DE Triangle Town Member, LLC NC A-1

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ENTITY NAME STATE OF FORMATION Walnut Square Associates Limited Partnership WY Waterford Commons of CT III, LLC CT Wausau Center CMBS, LLC DE Wausau Joint Venture OH Wausau Penney CMBS, LLC DE Wausau Penney Investor Joint Venture OH Westgate Crossing Limited Partnership SC Wilkes-Barre Marketplace GP, LLC PA Wilkes-Barre Marketplace I, LLC PA Wilkes-Barre Marketplace, L.P. PA Willowbrook Plaza Limited Partnership ME (f/k/a Portland/HQ Limited Partnership) WNC Shopping Center, LLC NC WPMP Holding LLC DE [To come] A-1

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Schedule A The following table sets forth the number of Additional Shares of Common Stock by which theExchange Rate shall be increased per $1,000 exchange amount pursuant to Section 13.02 for eachStock Price and Effective Date set forth below: STOCK PRICE EFFECTIVE DATE $[•] $[•] $[•] $[•] $[•] $[•] $[•] $[•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] A-1

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