CONTRIBUTION AGREEMENT

Exhibit 10.22.2

CONTRIBUTION AGREEMENT

AMONG,

CBL & ASSOCIATES LIMITED PARTNERSHIP

as Transferor

ST. CLAIR SQUARE, GP, INC.

AND

CW JOINT VENTURE, LLC,

as Transferee

AND

WESTFIELD AMERICA LIMITED PARTNERSHIP

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CONTRIBUTION AGREEMENT

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

RECITALS

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

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

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

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

WHEREAS, Transferor owns, and immediately prior to Closing will own, 100% of the limited liability company interests (collectively, the “ Direct Contributed Interests ”) in each of (a) CHM/Akron, LLC, a Delaware limited liability company (“ Chapel Hill Mall Owner ”), (b) C.H. of Akron II, LLC, a Delaware limited liability company (“ Chapel Hill Suburban/Crossing Owner ”), (c) Greenbrier Mall II, LLC, a Delaware limited liability company (“ Greenbrier Mall Owner ”), (d) Shoppes at St. Clair CMBS, LLC, a Delaware limited liability company (“ Shoppes at St. Clair Owner ”) and (e) Acadiana Mall CMBS, LLC, a Delaware limited liability company (“ Acadiana Mall Owne r ”).

WHEREAS, Transferor owns, and immediately prior to Closing will own the following ownership interests (the “ Indirect Park Plaza Contributed Interests ”): (a) 100% of the limited liability company interests in CBL/Park Plaza GP, LLC (“ CBL/Park Plaza GP ”), which in turn

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owns, 0.1% of the partnership interests in CBL/Park Plaza Limited Partnership (“ CBL/Park Plaza Limited Partnership ”), which in turn owns, 100% of the limited liability company interests in CBL/Park Plaza Mall, LLC, a Delaware limited liability company (“ Park Plaza Mall Owner ”), and (b) 99.9% of the partnership interest in CBL/Park Plaza Limited Partnership. As such, Transferor owns, indirectly, 100% of the limited liability company interests in Park Plaza Mall Owner. CBL/Park Plaza GP and CBL/Park Plaza Limited Partnership are hereinafter collectively referred to as the “ Park Plaza Subsidiary Entities ”.

WHEREAS, Transferor owns, and immediately prior to Closing will own the following ownership interests (the “ Indirect Westmoreland Contributed Interests ”): (a) 100% of the limited liability company interests in CBL/Westmoreland I, LLC (“ CBL/Westmoreland I ”), which in turn owns, 0.5% of the partnership interests in CBL/Westmoreland, L.P., a Pennsylvania limited partnership (“ Westmoreland Mall Owner ”), and (b) 100% of the limited liability company interests in CBL/Westmoreland II, LLC (“ CBL/Westmoreland II ”), which in turn owns, 99.5% of the partnership interests in Westmoreland Mall Owner. As such, Transferor owns, indirectly, 100% of the partnership interests in Westmoreland Mall Owner. CBL/Westmoreland I and CBL/Westmoreland II are hereinafter collectively referred to as the “ Westmoreland Subsidiary Entities ”.

WHEREAS, Transferor owns, and immediately prior to Closing will own the following ownership interests (the “ Direct St. Clair Square Contributed Interests ”), 99% of the partnership interests, constituting all of the limited partnership interests, in St. Clair Square Limited Partnership, an Illinois limited partnership (“ St. Clair Square Owner ”; and together with Chapel Hill Mall Owner, Chapel Hill Suburban/Crossing Owner, Greenbrier Mall Owner, Park Plaza Mall Owner, Westmoreland Mall Owner, Shoppes at St. Clair Owner and Acadiana Mall Owner, collectively, the “ Property Owners ”, and each, a “ Property Owner ”).

WHEREAS, St. Clair Square GP will own, prior to the Closing (“ Indirect St. Clair Square Contributed Interests ”), 100% of the limited liability company interests in St. Clair Square GP I, LLC (“ St. Clair Square Subsidiary Entity ”), which in turn owns, 1% of the partnership interests, constituting all of the general partnership interests, in St. Clair Square Owner. As such, Transferor and St. Clair Square GP own, directly and indirectly, 100% of the general and limited partnership interests in St. Clair Square Owner.

WHEREAS, each of the Property Owners, other than St. Clair Square Owner, is disregarded as an entity separate from Transferor for tax purposes.

WHEREAS, (a) Chapel Hill Mall Owner owns fee title to the shopping center located at Akron, Ohio, commonly known as “Chapel Hill Mall” (including the Land described on Exhibit G-1 attached hereto and all Improvements located thereon, the “ Chapel Hill Mall Property ”), (b) Chapel Hill Suburban/Crossing Owner owns fee title to the shopping center located in Akron, Ohio, commonly known as “Chapel Hill Suburban/Crossing” (including the Land described on Exhibit G-2 attached hereto and all Improvements located thereon, the “ Chapel Hill Suburban/Crossing Property ”), (c) Greenbrier Mall Owner owns fee title to the shopping

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center located in Chesapeake, Virginia, commonly known as “Greenbrier Mall” (including the Land described on Exhibit G-3 attached hereto and all Improvements located thereon, the “ Greenbrier Mall Property ”), (d) Park Plaza Mall Owner owns fee title to the shopping center located in Little Rock, Arkansas, commonly known as “Park Plaza Mall” (including the Land described on Exhibit G-4 attached hereto and all Improvements located thereon, the “ Park Plaza Mall Property ”), (e) St. Clair Square Owner owns fee title to the shopping center located in Fairview Heights, Illinois, commonly known as “St. Clair Square” (including the Land described on Exhibit G-5 attached hereto and all Improvements located thereon, the “ St. Clair Square Property ”), (f) Shoppes at St. Clair Owner owns fee title to the shopping center located in Fairview Heights, Illinois, commonly known as “Shoppes At St. Clair Square” (including the Land described on Exhibit G-6 attached hereto and all Improvements located thereon, the “ Shoppes At St. Clair Square Property ”), (g) Westmoreland Mall Owner owns fee title to the shopping center located in Greensberg, Pennsylvania, commonly known as “Westmoreland Mall” (including the Land described on Exhibit G-7 attached hereto and all Improvements located thereon, the “ Westmoreland Mall Property ”) and (h) Acadiana Mall Owner owns fee title to the shopping center located in Lafayette, Louisiana, commonly known as “Acadiana Mall” (including the Land described on Exhibit G-8 attached hereto and all Improvements located thereon, the “ Acadiana Mall Property ”).

WHEREAS, Transferor and St. Clair Square GP (with respect to St. Clair Square Owner only) desire to contribute, or to cause to be contributed (the “ Contribution ”), to Transferee, and Transferee desires to accept, the Direct Contributed Interests, the Direct St. Clair Square Contributed Interests, and the Indirect Interests (as defined below) (collectively, the “ Contributed Interests ”), in exchange for the Common Membership Interests, upon and subject to the terms and conditions set forth in this Agreement. Each holder of the Common Membership Interests shall be referred to herein as the “ Common Member ”. As used herein, the term “ Indirect Interests ” shall mean, collectively, the Indirect Park Plaza Contributed Interests, the Indirect Westmoreland Contributed Interests and Indirect St. Clair Square Contributed Interests, and the term (“ Indirect Owners ”) shall mean, collectively, CBL/Park Plaza GP, CBL/Westmoreland I, CBL Westmoreland II and St. Clair Square Subsidiary Entity.

WHEREAS, upon consummation of the Contribution, Transferor and St. Clair Square GP shall be admitted as Common Members in Transferee.

WHEREAS, simultaneous with the consummation of the Contribution and the admission of Transferor and St. Clair Square GP as Common Members in Transferee, and Westfield as a Preferred Member in Transferee, the Original Operating Agreement will be amended and restated in its entirety.

AGREEMENT

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

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ARTICLE I

Contribution of Contributed Interests

1.1  Contribution . For the consideration hereinafter set forth, but subject to the terms, provisions, covenants and conditions contained herein, Transferor and St. Clair Square GP (with respect to St. Clair Square Owner only) hereby agree to make, or cause to be made, the Contribution. In consideration of the Contribution, Transferor and St. Clair Square GP shall be admitted as Common Members in Transferee and shall receive common units in Transferee that, immediately following their issuance, will constitute 100% of all of the authorized, issued and outstanding common units in Transferee (the “ Common Membership Interests ”).

(a)             The total value of the Contributed Interests shall be One Billion Thirty-One Million Seven Hundred Sixty-Five Thousand Sixty-Six and No/100 Dollars ($$1,031,765,066), less the outstanding principal balances of the Existing Mortgage Loans as of the Closing Date, and subject to the adjustments as set forth in Section 10.1 (such reduced and adjusted amount being hereinafter referred to as the “ Contributed Interests Value ”). The Contributed Interests Value has initially been allocated among the Contributed Interests as set forth on Schedule 1.2(a) attached hereto. Such allocations may be revised pursuant to Section 3.1(c) of the Amended and Restated Operating Agreement.

1.3  Closing Costs . At Closing, (i) Transferee shall cause Transferee’s Closing Costs to be paid in full by delivering the amount thereof to Escrow Agent (by Federal funds wire transfer), (ii) Transferor shall cause Transferor’s Closing Costs to be paid in full by delivering the amount thereof to Escrow Agent (by Federal funds wire transfer), and (iii) Transferee and Transferor shall cause Escrow Agent to deliver all such amounts directly to the Persons to whom such amounts are owed (all as described in Section 10.2 ).

ARTICLE II

Investigation of the Properties and Titles

2.1  Inspection of Properties; Indemnity . In the event Westfield or Transferee desires to access the Properties to conduct inspections until the Closing Date or earlier termination of this Agreement, Transferee and/or Westfield shall enter into an Access Agreement with Transferor (“ Access Agreement ”) substantially in the same form of that certain Access Agreement dated as of May 10, 2007, by and between Westfield, as owner, and Transferor, in connection with the Westfield Contribution Agreement. Without limiting the provisions of the Access Agreement, Westfield and Transferee shall each, severally, agrees to indemnify, hold harmless and defend Transferor and each Transferor Related Party from and against any mechanics’ or materialmen’s lien or claim therefor, any claim, cause of action, lawsuit, damage, liability, loss, cost, expense or any other Losses (including, without limitation, attorneys’ fees) due to injury to persons or damage to property arising out of any entry by Westfield or Transferee, respectively, or Westfield’s or Transferee’s respective engineers, architects and other employees, representatives,

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

(a)              Schedule 2.2(a) attached hereto is a list of title policies obtained by the Property Owners for their respective Properties (“ Title Policies ”), and surveys for the Properties (“ Surveys ”), true and complete copies of which have been provided to Transfers. All exceptions to title and survey disclosed in such Title Policies together with (a) Liens for Taxes that are not yet due and payable, (b) rights of Tenants, as tenants only, under Tenant Leases, (c) any Liens arising out of any act of Westfield, and (d) any easements, discrepancies or conflicts in boundary lines, shortages in area, vacancies, excesses, encroachments or any other facts that a current and accurate survey of the Properties would disclose, that would not, individually or in the aggregate, have a material adverse effect on the business operations, financial conditions or results of operations of the Properties or Property Owners taken as whole, are hereinafter collectively referred to as the “ Permitted Exceptions ”, and the Properties will be subject to such Permitted Exceptions at Closing when Transferee shall acquire the Contributed Interests and accept indirect possession of the Properties.

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

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

ARTICLE III

Transferee’s Acknowledgement

THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT: (A) TRANSFEREE IS A SOPHISTICATED INVESTOR IN REAL PROPERTY WHO IS FAMILIAR WITH INVESTMENTS SIMILAR TO THE PROPERTIES AND THE CONTRIBUTED INTERESTS; (B) EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR THE CLOSING DOCUMENTS, NEITHER TRANSFEROR NOR

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ANY TRANSFEROR RELATED PARTY HAS MADE OR WILL MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE PROPERTY OWNERS, ANY OF THE CONTRIBUTED INTERESTS, ANY OF THE PROPERTIES, THE PERMITTED USE OF ANY OF THE PROPERTIES, OR THE ZONING AND OTHER LAWS, REGULATIONS AND RULES APPLICABLE THERETO, OR THE COMPLIANCE BY ANY OF THE PROPERTIES THEREWITH, THE REVENUES AND EXPENSES GENERATED BY OR ASSOCIATED WITH ANY OF THE PROPERTIES OR ANY OF THE CONTRIBUTED INTERESTS, OR OTHERWISE RELATING TO ANY OF THE PROPERTY OWNERS, ANY OF THE PROPERTIES, ANY OF THE CONTRIBUTED INTERESTS, OR THE TRANSACTIONS CONTEMPLATED HEREIN; AND (C) EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR THE CLOSING DOCUMENTS, THE CONTRIBUTED INTERESTS ARE BEING TRANSFERRED TO TRANSFEREE AND TRANSFEREE IS ACCEPTING THE CONTRIBUTED INTERESTS AND INDIRECT POSSESSION OF THE PROPERTIES, IN EACH CASE, IN THEIR PRESENT “AS IS, WHERE IS” CONDITION “WITH ALL FAULTS”, WITH NO RIGHT OF SETOFF OR DEDUCTION IN THE CONTRIBUTED INTERESTS VALUE. IN ADDITION, TRANSFEREE EXPRESSLY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT UNKNOWN CONDITIONS MAY EXIST WITH RESPECT TO ANY OF THE PROPERTIES, THE PROPERTY OWNERS, AND/OR THE CONTRIBUTED INTERESTS AND THAT TRANSFEREE EXPLICITLY TOOK THE POSSIBILITY OF SUCH UNKNOWN CONDITIONS INTO ACCOUNT, TOGETHER WITH THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN, IN DETERMINING AND AGREEING TO THE CONTRIBUTED INTERESTS VALUE. SUBJECT TO THE TERMS HEREOF, TRANSFEREE HAS BEEN AFFORDED THE OPPORTUNITY TO MAKE ANY AND ALL INSPECTIONS AND DUE DILIGENCE OF THE PROPERTIES, THE PROPERTY OWNERS, AND ANY OTHER MATTERS RELATED TO THE CONTRIBUTED INTERESTS AND THE CONTRIBUTION AS TRANSFEREE REASONABLY DESIRED AND, ACCORDINGLY, EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR THE CLOSING DOCUMENTS, TRANSFEREE WILL RELY SOLELY ON ITS OWN DUE DILIGENCE AND INVESTIGATIONS IN ACQUIRING THE CONTRIBUTED INTERESTS. TRANSFEREE HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE CLOSING DOCUMENTS, NONE OF TRANSFEROR, ANY TRANSFEROR RELATED PARTY OR ANY PERSON ACTING ON BEHALF OF ANY OF THEM, NOR ANY PERSON WHICH PREPARED OR PROVIDED ANY OF THE MATERIALS REVIEWED BY TRANSFEREE IN CONDUCTING ITS DUE DILIGENCE, NOR ANY REPRESENTATIVE, BROKER, ACCOUNTANT, ADVISOR, ATTORNEY, CONSULTANT, SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING PARTIES, HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY ORAL OR WRITTEN REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT

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TO ANY OF THE PROPERTY OWNERS, ANY OF THE CONTRIBUTED INTERESTS, OR ANY OF THE PROPERTIES, OTHER THAN THOSE EXPRESSLY CONTAINED HEREIN. TRANSFEREE FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS AGREEMENT AND THE CLOSING DOCUMENTS, ALL MATERIALS WHICH HAVE BEEN PROVIDED BY TRANSFEROR OR ANY TRANSFEROR RELATED PARTY OR ANY REPRESENTATIVE, BROKER, ACCOUNTANT, ADVISOR, ATTORNEY, CONSULTANT, SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING PARTIES, HAVE BEEN PROVIDED WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED, AS TO THEIR CONTENT, SUITABILITY FOR ANY PURPOSE, ACCURACY, TRUTHFULNESS OR COMPLETENESS AND TRANSFEREE SHALL NOT HAVE ANY RECOURSE AGAINST TRANSFEROR, ANY TRANSFEROR RELATED PARTY OR ANY REPRESENTATIVE, BROKER, ACCOUNTANT, ADVISOR, ATTORNEY, CONSULTANT, SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING PARTIES IN THE EVENT OF ANY ERRORS THEREIN OR OMISSIONS THEREFROM. THE PROVISIONS OF THIS ARTICLE III SHALL SURVIVE CLOSING.

ARTICLE IV

Transferor’s Representation & Warranties

Transferor represents and warrants to Transferee and Westfield as follows as of the Effective Date and (except with respect to any representation or warranty set forth in the Bringdown Certificate which is updated as of the Closing Date in accordance with the terms of Section 10.2(i) ) as of the Closing Date:

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

(b)             Other than as may be limited by the Existing Mortgage Loans Transferor has the full right, power and authority to enter into this Agreement, the Closing Documents and all other documents contemplated hereby, and to consummate the transactions contemplated by this Agreement, the Closing Documents and such other documents. All requisite partnership, limited liability company and corporate, as applicable, action have been !

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taken by Transferor to authorize the execution and delivery of this Agreement, and will be taken by Transferor prior to Closing to authorize the execution and delivery of the instruments referenced herein and the consummation of the transactions contemplated hereby. Each of the Persons signing this Agreement, the Closing Documents, and the other documents contemplated by this Agreement on behalf of Transferor has the legal right, power and authority to bind Transferor.

(c)             Transferor and St. Clair Square GP own, and/or will own immediately prior to Closing, directly or indirectly, beneficially and, to the extent applicable, of record, the Contributed Interests free and clear of any Lien of any nature whatsoever (subject to the rights of Transferee pursuant to this Agreement and the covenants, conditions and restrictions set forth in the Existing Loan Documents). The Contributed Interests and the Indirect Interests are the only authorized, issued and outstanding direct equity interests in the Property Owners. Except for this Agreement, the Existing Loan Documents and any agreements entered into by Transferee, none of the Contributed Interests or the Indirect Interests are subject to any written agreements or understandings among Persons with respect to the voting or transfer thereof to which Transferee or any Property Owner would be subject on or after the Closing Date. Except for this Agreement, the Amended and Restated Operating Agreement and any agreements entered into by Transferee, there are no subscriptions, options, warrants, calls, rights, convertible securities or other agreements or commitments of any character obligating Transferor, any Property Owner or any of their respective affiliates to issue, transfer or sell, or cause the issuance, transfer or sale of, any direct equity interests or other securities (whether or not such securities have voting rights) of any Property Owner to which Transferee or any Property Owner would be subject on or after the Closing Date.

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

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financial condition or results of operations of the applicable Property or the applicable Property Owner in question.

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

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

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

(b)             To Transferor’s Actual Knowledge, except as otherwise disclosed in Schedule   4.5(b) attached hereto, each of the Tenant Leases is in full force and effect. To Transferor’s Actual Knowledge, except as otherwise disclosed in Schedule   4.5(b) attached hereto, none of the Property Owners has sent or received any written notice of default under any of the material Tenant Leases. For purposes of this Section 4.5(b), the term “ material Tenant Lease ” shall mean a Tenant Lease demising more than 10,000 square feet of space.

(c)             Attached hereto as Schedule 4.5(c) is a true and correct copy of the rent roll for each Property (each, a “ Rent Roll ”) based upon which the applicable Property Owner operates such Property as of the date indicated therein [together with a schedule, to Transferor’s Actual Knowledge, of the amount of all Tenant Deposits and pre-paid rent of more

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than one month in advance paid by each Tenant under each Tenant Lease, less amounts previously applied or returned to such Tenant].

(d)             Transferor will make available to Transferee and Westfield, at Transferor’s or the applicable Property Owner’s offices, copies of all material management, service, supply, repair and maintenance agreements, equipment leases, leasing and/or brokerage agreements and all other contracts and agreements (including the Contracts, but excluding the Tenant Leases) with respect to or affecting each Property, or by which any Property Owner is bound, or under which any Property Owner is liable, in each case, as of the Effective Date.

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

4.6  No Actions/Compliance With Laws . Except as otherwise disclosed in Schedule   4.6 attached hereto, there are no actions, suits, proceedings, claims or investigations before any court or governmental authority pending, or to Transferor’s Actual Knowledge, threatened, against Transferor or any Property Owner with respect to or affecting all of any portion of any Property (other than actions, suits, proceedings or claims fully covered (other than any applicable deductible) by insurance) which, if determined adversely to Transferor or any Property Owner, could reasonably be expected to have a material adverse effect on the business operations, financial condition or results of operations of the Properties and the Property Owners taken as a whole, or on Transferor’s ability to consummate the transactions contemplated by this Agreement. Neither Transferor nor any Property Owner, is a party to or otherwise bound by any consent decree, judgment, other decree or order, or settlement agreement which could reasonably be expected to have (i) an adverse effect on Transferor’s ability to perform its obligations hereunder, or (ii) a material adverse effect on the business operations, financial conditions or results of operations of the Properties, Contributed Interests, or Property Owners taken as a whole. To Transferor’s Actual Knowledge, except as otherwise disclosed in Schedule   4.6 attached hereto, neither Transferor nor any Property Owner has received any written notice that a Property is in material violation of any Laws or requirements of any governmental authority, agency or officer having jurisdiction against or affecting such Property (a “ Violation ”), which have not previously been complied with in all material respects. Except as otherwise disclosed in Schedule   4.6 attached hereto, there are no proceedings pending nor, to Transferor’s Actual Knowledge, threatened, to alter or restrict the zoning or other use restrictions applicable to any Property, or to condemn all or any portion of such Property by eminent domain proceedings or otherwise (including a study or plan for road widening, realignment or relocation).

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4.7  Hazardous Materials and Repairs . Transferor has provided to Transferee and Westfield or will make available to Transferee and Westfield, at Transferor’s or the applicable Property Owner’s offices, copies of the most recent environmental report for each Property in Transferor’s Possession or Reasonable Control.

(a)             Transferor will make available to Transferee and Westfield, at Transferor’s or the applicable Property Owner’s offices, copies of all ad valorem and other property tax statements and assessments covering any Property for the current plus 2 preceding years, together with a copy of any notice of increase in valuation received by Transferor or any Property Owner since the most recent of such tax statements that were issued, which copies are true and complete in all material respects. There are no special assessments or charges which have been levied against any Property that are not reflected on the tax bills with respect to any such Property.

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

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transactions contemplated by this Agreement and the Closing Documents) Transferor, in any tax return subject to such audit.

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

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

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

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

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

4.14      Financial Statements . Transferor has made available to Transferee and Westfield, at Transferor’s offices, copies of the most recent financial statements for the Property Owners, in Transferor’s possession or control. Each of such financial statements has been prepared in accordance with United States generally accepted accounting principles (if so stated on such Financial Statements), and present fairly in all material respects and in accordance with such principles, the financial position and result of the operations of the applicable entity as the date or period specified therein. Except as set forth in Schedule 4.14 attached hereto, no Property Owner has incurred any material liability other than (i) liabilities reflected in such Property Owner’s financial statements described above, and (ii) liabilities incurred in the ordinary course of business of owning or operating its Property.

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

4.17      Existing Mortgage Loans . Attached hereto as Schedule 4.17 , is a list of all of the material loan documents related to the Existing Mortgage Loans, including all amendments and modifications thereto (the “ Existing Loan Documents ”). Transferor has delivered to Transferee copies of the Existing Loan Documents which are true and complete in all material respects. To Transferor’s Actual Knowledge, the outstanding principal balance of each Existing Mortgage Loan as of June 30, 2007 is set forth on Schedule 1.2(a) attached hereto. None of the Property Owners or Transferor has received any written notice of default under any of the Existing Mortgage Loans which remains uncured.

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

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then being maintained for other properties directly or indirectly owned by Transferor which are similar to the Properties.

Each of the representations and warranties contained in this Article IV (as the same may be updated in the Bringdown Certificate delivered in accordance with Section 10.2(i) ) are acknowledged by Transferor to be material and to be relied upon by Transferee in proceeding with this transaction, and (except for any representation or warranty set forth in the Bringdown Certificate which is updated as of the Closing Date in accordance with the terms of Section 10.2(i) ) shall be deemed to have been remade by Transferor as of the Closing Date. Transferor shall promptly notify Transferee, in writing, of any event or condition known to Transferor which occurs prior to the Closing Date and which causes a material adverse change in the facts relating to, or the truth of, any of the above representations or warranties.

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

Notwithstanding anything to the contrary set forth in this Agreement, (x) Transferee hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity or under this Agreement, in the event Closing occurs, to make a claim against Transferor for damages that Transferee may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of Transferor’s representations or warranties in this Article IV being untrue, inaccurate or incorrect if, to Transferee’s Actual Knowledge and/or CBL’s Actual Knowledge, such representation or warranty shall be untrue, inaccurate or incorrect at the time of Closing and Transferee shall nevertheless proceed with Closing hereunder, and (y) without limiting the provisions of Section 13.4 , Transferor’s liability for breach of any representations or warranties of Transferor contained in this Article IV , any Closing Document, and/or in any other document executed by Transferor pursuant to this Agreement, including any instruments delivered at Closing, shall be deferred until such claims equal or exceed Three Hundred Seventy-Five Thousand and No/100 Dollars ($375,000.00) in the aggregate (to be valued and paid from the first dollar of loss in the event that such aggregate amount is exceeded), and Transferor’s aggregate liability for all claims arising out of any such

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covenants, representations and warranties shall not exceed Seven Million Five Hundred Thousand and No/100 Dollars ($7,500,000.00).

ARTICLE V

Transferee’s and Westfield’s Representations and Warranties

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

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

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

(c)        Consents; Binding Obligations . No approval or consent (other than those

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which have already been obtained and have not been revoked) from any Person is required for Transferee to execute, deliver or perform this Agreement, the Closing Documents or the other instruments contemplated hereby, or for Transferee to consummate the transactions contemplated hereby. Transferee has obtained all necessary consents, approvals and authorizations of third parties in order to effect the admission of Transferor and St. Clair Square GP as Common Members of Transferee holding the Common Membership Interests. This Agreement, the Closing Documents and all other documents required hereby to be executed by Transferee are and shall be valid, legally binding obligations of, and enforceable against, Transferee, in accordance with their terms.

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

(f)         No Legal Proceedings . No actions, suits, proceedings or investigations before any court or governmental authority pending or, to Transferee’s Actual Knowledge, threatened against Transferee, which, if determined adversely to Transferee, could reasonably be expected to have (a) an adverse effect on Transferee’s ability to perform its obligations hereunder, or (b) a material adverse effect on Transferee’s business operations, financial condition or results of operations, taken as a whole (a “ Material Adverse Effect ”). Transferee is not a party to or otherwise bound by any consent decree, judgment, other decree or order, or settlement agreement which could reasonably be expected to have (i) an adverse effect on its respective ability to perform its obligations hereunder, or (ii) a Material Adverse Effect on it.

(g)        No Preemptive Rights . Except as set forth in Schedule 5.7 attached hereto, no Person has any conditional or unconditional right and/or option (including, without limitation, a right of first refusal or right of first offer) to purchase any Membership Interests in Transferee. Except for this Agreement, there are no subscriptions, options, warrants, calls, rights, convertible securities or other agreements or commitments of any character obligating Transferee or any of its affiliates to issue, transfer or sell, or cause the issuance, transfer or sale of, any equity interests (whether common or preferred or otherwise) or other securities (whether or not such securities have voting rights) of Transferee. Except for this Agreement, the Westfield Contribution Agreement, and the Amended and Restated Operating Agreement, Transferee is not a party to any written agreements or understandings among Persons with respect to the voting or transfer of any Membership Interests to which Transferor, any Property Owner, Transferee or Westfield would be subject on or after the Closing Date.

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

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

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

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

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

Each of the representations and warranties contained in this Section 5.1 (as the same may be updated in the certificate delivered by Transferee at Closing) are acknowledged by them to be material and to be relied upon by Transferor in proceeding with this transaction, and (except for any representation or warranty set forth in such certificate which is updated as of the Closing Date) shall be deemed to have been remade by Transferee as of the Closing Date. Transferee shall promptly notify Transferor, in writing, of any event or condition known to Transferee which occurs prior to the Closing Date and which causes a material adverse change in the facts relating to, or the truth of, any of the above representations or warranties.

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

(a)        Authority . Westfield is a Delaware limited partnership duly formed or organized, validly existing and in good standing under the laws of the state of its organization and Westfield is qualified to do business in the states in which it presently conducts its business. Westfield has made all filings necessary in the states in which it presently conducts its business to so conduct its business, except to the extent such failure would not have a material adverse effect on the business operations, financial conditions or results of operations of Westfield. Westfield has the full limited partnership right, power and authority to enter into this Agreement,

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the Closing Documents, and all other documents contemplated hereby, and to consummate the transaction contemplated by this Agreement, the Closing Documents and such other documents. All requisite partnership, limited liability company and corporate, as applicable, action have been taken by Westfield to authorize the execution and delivery of this Agreement, and will be taken by Westfield prior to the Closing to authorize the execution and delivery of the instruments referenced herein and the consummation of the transactions contemplated hereby. Each of the Persons signing this Agreement, the Closing Documents and the other documents contemplated by this Agreement on behalf of Westfield has the legal right, power and authority to bind Westfield.

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

(c)        Consents; Binding Obligations . No approval or consent (other than those which have already been obtained and have not been revoked) from any Person is required for Westfield to execute, deliver or perform this Agreement, the Closing Documents or the other instruments contemplated hereby, or for Westfield to consummate the transactions contemplated hereby. This Agreement, the Closing Documents and all other documents required hereby to be executed by Westfield are and shall be valid, legally binding obligations of, and enforceable against, Westfield, in accordance with their terms.

(e)        No Legal Proceedings . No actions, suits, proceedings or investigations before any court or governmental authority pending or, to Westfield’s Actual Knowledge, threatened against Westfield, which, if determined adversely to Westfield, could reasonably be expected to have (a) an adverse effect on Westfield’s ability to perform its obligations hereunder, or (b) a Material Adverse Effect. Westfield is not a party to or otherwise bound by any consent decree, judgment, other decree or order, or settlement agreement which could reasonably be expected to have (i) an adverse effect on its respective ability to perform its obligations hereunder, or (ii) a Material Adverse Effect on it.

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Each of the representations and warranties contained in this Section 5.2 (as the same may be updated in the certificate delivered in accordance with Section 8.1(a) ) are acknowledged by them to be material and to be relied upon by Transferor and Transferee in proceeding with this transaction, and (except for any representation or warranty set forth in such certificate which is updated as of the Closing Date in accordance with the terms of Section 8.1(a) ) shall be deemed to have been remade by Westfield as of the Closing Date. Westfield shall promptly notify Transferor and Transferee, in writing, of any event or condition known to Westfield which occurs prior to the Closing Date and which causes a material adverse change in the facts relating to, or the truth of, any of the above representations or warranties.

ARTICLE VI

Additional Undertakings

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

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

(b)             Subject to Section 6.1(c) , without Westfield’s prior written approval, which may be withheld in Westfield’s sole and absolute discretion, neither Transferor nor any Property Owner shall directly or indirectly (i) sell, contribute or assign any of the Indirect Interests or Contributed Interests or any of the Properties or any part thereof, (ii) cause any mortgage, deed of trust or Lien (other than the Permitted Exceptions) to be placed of record against any of the Indirect Interests or Contributed Interests or any of the Properties or any part thereof, unless such Lien is discharged or bonded over on or prior to Closing, (iii) subject to Section 2.2 , take any action which would modify in any material adverse respect the status of title to (or the legal description of) any Property, (iv) enter into any agreement to do any of the foregoing, or (vi) cause or permit any Indirect Owner or Property Owner to do any of the foregoing.

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

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

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

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

(i)              Transferor shall, or shall cause the applicable Property Owner to, provide Westfield with (i) a copy of any written notice of default given or received by Transferor or any Property Owner under any material Tenant Lease, any Existing Mortgage Loan, and (ii) notice of any litigation (other t