T-3/A 1 d391767dt3a.htm T-3/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1 to

FORM T-3

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES

UNDER THE TRUST INDENTURE ACT OF 1939

CBL & Associates HoldCo II, LLC

(Issuer)

(Name of Applicants)*

2030 Hamilton Place Blvd., Suite 500

Chattanooga, TN 37421-6000

(Address of principal executive offices)

Securities to be Issued under the Indentures to be Qualified

Title of Class |  | Amount
10.0% Senior Secured Notes due 2029 |  | $455,000,000
7.0% Exchangeable Senior Secured Notes due 2028 |  | $150,000,000

Approximate date of proposed public offering: On the Plan Effective Date under the Plan (as defined herein) or as soon as practicable thereafter.

Name and registered address of agent for service:

Jeffery V. Curry

Chief Legal Officer

CBL & Associates Properties, Inc.

2030 Hamilton Place Blvd., Suite 500

Chattanooga, TN 37421

(423) 490-8642

With a copy to:

Heather Emmel

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

(212) 310-8000

The Applicants hereby amend this Application for Qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this Application for Qualification, or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939 (the “Trust Indenture Act”), may determine upon the written request of the Applicants.

* | The Guarantors listed on the following page are also included in this Application as Applicants.

GENERAL

1. | General Information.

A. Initial Parties. CBL & Associates HoldCo II, LLC (the “Company”) is a Delaware limited liability company formed in 2021. The guarantors identified below (the “Initial Guarantors”) were identified in the Form T-3 filed by the Company on May 27, 2021 (the “Initial Filing”). The Initial Guarantors have the following forms of organization and jurisdictions of formation or incorporation. This information was included in the Initial Filing and is restated here.

Guarantor |  | Form |  | Jurisdiction
Alamance Crossing, LLC |  | Limited Liability Company |  | North Carolina
CBL & Associates Limited Partnership |  | Limited Partnership |  | Delaware
CBL & Associates Management, Inc. |  | Corporation |  | Delaware
CBL & Associates Properties, Inc. |  | Corporation which has elected to be treated as a Real Estate Investment Trust |  | Delaware
CBL Ambassador Member, LLC |  | Limited Liability Company |  | Louisiana
CBL BI Developments II Member, LLC |  | Limited Liability Company |  | Tennessee
CBL BI Developments Member, LLC |  | Limited Liability Company |  | Tennessee
CBL Brookfield Sears & Street Shops HoldCo, LLC* |  | Limited Liability Company |  | Wisconsin
CBL Center HoldCo, LLC* |  | Limited Liability Company |  | Delaware
CBL Eagle Point Member, LLC |  | Limited Liability Company |  | Delaware
CBL El Paso Member, LLC |  | Limited Liability Company |  | Delaware
CBL El Paso Outparcel Member, LLC |  | Limited Liability Company |  | Texas
CBL Fremaux Member, LLC |  | Limited Liability Company |  | Delaware
CBL Gettysburg Member, LLC |  | Limited Liability Company |  | Delaware
CBL HP Hotel Member, LLC |  | Limited Liability Company |  | Tennessee
CBL Jarnigan HoldCo, LLC* |  | Limited Liability Company |  | Delaware
CBL Laredo Member, LLC |  | Limited Liability Company |  | Texas
CBL Lebcon HoldCo, LLC* |  | Limited Liability Company |  | Tennessee

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CBL Lebcon HoldCo LP, LLC* |  | Limited Liability Company |  | Delaware
CBL Lebcon I HoldCo, LLC* |  | Limited Liability Company |  | Tennessee
CBL Lebcon I HoldCo LP, LLC* |  | Limited Liability Company |  | Delaware
CBL Louisville Member, LLC |  | Limited Liability Company |  | Kentucky
CBL Louisville Outparcel Member, LLC |  | Limited Liability Company |  | Kentucky
CBL Management HoldCo, LLC* |  | Limited Liability Company |  | Delaware
CBL Outparcel HoldCo, LLC* |  | Limited Liability Company |  | Delaware
CBL Statesboro Member, LLC |  | Limited Liability Company |  | Georgia
CBL Terrace HoldCo, LLC* |  | Limited Liability Company |  | Delaware
CBL Woodstock Member, LLC |  | Limited Liability Company |  | Georgia
CBL Woodstock Outparcel Member, LLC |  | Limited Liability Company |  | Georgia
CBL/GP V, Inc. |  | Corporation |  | Tennessee
CBL/Kentucky Oaks, LLC |  | Limited Liability Company |  | Delaware
CBL/MSC II, LLC |  | Limited Liability Company |  | South Carolina
CBL/MSC, LLC |  | Limited Liability Company |  | South Carolina
CBL/Parkdale Crossing, L.P. |  | Limited Partnership |  | Texas
CBL/Penn Investments, LLC |  | Limited Liability Company |  | Delaware
CBL/York Town Center GP, LLC |  | Limited Liability Company |  | Delaware
CBL/York Town Center, LLC** |  | Limited Liability Company |  | Delaware
CBL-TRS Member I, LLC** |  | Limited Liability Company |  | Delaware
CBL-D’Iberville Member, LLC |  | Limited Liability Company |  | Mississippi
Cross Creek Mall, LLC |  | Limited Liability Company |  | North Carolina
CW Joint Venture, LLC |  | Limited Liability Company |  | Delaware
Development Options, Inc. |  | Corporation |  | Wyoming
Hammock Landing/West Melbourne, LLC |  | Limited Liability Company |  | Florida

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Henderson Square Limited Partnership |  | Limited Partnership |  | North Carolina
Jefferson Mall Company II, LLC |  | Limited Liability Company |  | Delaware
Lexington Joint Venture |  | General Partnership |  | Ohio
Montgomery Partners, L.P. |  | Limited Partnership |  | Tennessee
North Charleston Joint Venture II, LLC |  | Limited Liability Company |  | Delaware
Oak Park Holding I, LLC |  | Limited Liability Company |  | Kansas
Parkdale Mall, LLC |  | Limited Liability Company |  | Texas
Port Orange Holdings II, LLC** |  | Limited Liability Company |  | Florida
Southpark Mall, LLC |  | Limited Liability Company |  | Virginia
The Galleria Associates, L.P. |  | Limited Partnership |  | Tennessee
The Pavilion at Port Orange, LLC |  | Limited Liability Company |  | Florida
Volusia Mall Member SPE, LLC** |  | Limited Liability Company |  | Delaware
WestGate Mall II, LLC |  | Limited Liability Company |  | Delaware

* | These entities were included in the Initial Filing, but they were not yet formed and therefore could not yet obtain a FEIN or CIK code (both of which are necessary to file the Application). These entities are now formed and therefore are included as filers for this Amendment No. 1 to Application.

** | These entities were included in the Initial Filing but they did not yet have an individual FEIN or CIK code (both of which are necessary to file the Application). These entities have now been assigned a FEIN and CIK code and therefore are included as filers for this Amendment No. 1 to Application.

B. Additional Guarantors. The guarantors identified below (the “Additional Guarantors” and, together with the Initial Guarantors and the Company, the “Applicants”) are in addition to the Initial Guarantors identified in the Initial Filing. These Additional Guarantors have the following forms of organization and jurisdictions of formation or incorporation.

Guarantor |  | Form |  | Jurisdiction
Arbor Place Limited Partnership |  | Limited Partnership |  | Georgia
Asheville, LLC |  | Limited Liability Company |  | North Carolina
Brookfield Square Joint Venture |  | General Partnership |  | Ohio
CBL CoolSprings Crossing HoldCo GP, LLC |  | Limited Liability Company |  | Tennessee
CBL/Brookfield I, LLC |  | Limited Liability Company |  | Delaware
CBL/Brookfield II, LLC |  | Limited Liability Company |  | Delaware
CBL/Eastgate I, LLC |  | Limited Liability Company |  | Delaware

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CBL/Eastgate II, LLC |  | Limited Liability Company |  | Delaware
CBL/Eastgate Mall, LLC |  | Limited Liability Company |  | Delaware
CBL/Fayette I, LLC |  | Limited Liability Company |  | Delaware
CBL/Fayette II, LLC |  | Limited Liability Company |  | Delaware
CBL/GP Cary, Inc. |  | Corporation |  | North Carolina
CBL/GP II, Inc. |  | Corporation |  | Wyoming
CBL/GP VI, Inc. |  | Corporation |  | Tennessee
CBL/GP, Inc. |  | Corporation |  | Wyoming
CBL/Gulf Coast, LLC |  | Limited Liability Company |  | Florida
CBL/J I, LLC |  | Limited Liability Company |  | Delaware
CBL/J II, LLC |  | Limited Liability Company |  | Delaware
CBL/Monroeville Expansion I, LLC |  | Limited Liability Company |  | Pennsylvania
CBL/Monroeville Expansion II, LLC |  | Limited Liability Company |  | Pennsylvania
CBL/Monroeville Expansion III, LLC |  | Limited Liability Company |  | Pennsylvania
CBL/Monroeville Expansion Partner, L.P. |  | Limited Partnership |  | Pennsylvania
CBL/Monroeville Expansion, L.P. |  | Limited Partnership |  | Pennsylvania
CBL/Monroeville II, LLC |  | Limited Liability Company |  | Pennsylvania
CBL/Monroeville III, LLC |  | Limited Liability Company |  | Pennsylvania
CBL/Monroeville Partner, L.P. |  | Limited Partnership |  | Pennsylvania
CBL/Nashua Limited Partnership |  | Limited Partnership |  | New Hampshire
CBL/Old Hickory I, LLC |  | Limited Liability Company |  | Delaware
CBL/Old Hickory II, LLC |  | Limited Liability Company |  | Delaware
CBL/Park Plaza GP, LLC |  | Limited Liability Company |  | Arkansas
CBL/Park Plaza, Limited Partnership |  | Limited Partnership |  | Arkansas
CBL/Park Plaza Mall, LLC |  | Limited Liability Company |  | Delaware
CBL/Parkdale Crossing GP, LLC |  | Limited Liability Company |  | Delaware
CBL/Parkdale Mall GP, LLC |  | Limited Liability Company |  | Delaware

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CBL/Parkdale, LLC |  | Limited Liability Company |  | Texas
CBL/Stroud, Inc. |  | Corporation |  | Pennsylvania
CBL/York, Inc. |  | Corporation |  | Pennsylvania
CBL-840 GC, LLC |  | Limited Liability Company |  | Virginia
Cross Creek Anchor S GP, LLC |  | Limited Liability Company |  | North Carolina
Dakota Square Mall CMBS, LLC |  | Limited Liability Company |  | Delaware
Dunite Acquisitions, LLC |  | Limited Liability Company |  | Delaware
Eastgate Company |  | General Partnership |  | Ohio
Eastland Holding I, LLC |  | Limited Liability Company |  | Illinois
Eastland Holding II, LLC |  | Limited Liability Company |  | Illinois
Eastland Mall, LLC |  | Limited Liability Company |  | Delaware
Eastland Member, LLC |  | Limited Liability Company |  | Illinois
Harford Mall Business Trust |  | Business Trust |  | Maryland
IV Commons, LLC |  | Limited Liability Company |  | California
IV Outparcels, LLC |  | Limited Liability Company |  | California
JG Gulf Coast Town Center LLC |  | Limited Liability Company |  | Ohio
Laurel Park Retail Holding LLC |  | Limited Liability Company |  | Michigan
Laurel Park Retail Properties LLC |  | Limited Liability Company |  | Delaware
Meridian Mall Limited Partnership |  | Limited Partnership |  | Michigan
Mid Rivers Land LLC |  | Limited Liability Company |  | Delaware
Mid Rivers Mall CMBS, LLC |  | Limited Liability Company |  | Delaware
Monroeville Anchor Limited Partnership |  | Limited Partnership |  | Pennsylvania
Mortgage Holdings, LLC |  | Limited Liability Company |  | Delaware
Multi-GP Holdings, LLC |  | Limited Liability Company |  | Delaware
Northpark Mall/Joplin, LLC |  | Limited Liability Company |  | Delaware
Old Hickory Mall Venture |  | General Partnership |  | Tennessee
Old Hickory Mall Venture II, LLC |  | Limited Liability Company |  | Delaware

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Parkdale Crossing Limited Partnership |  | Limited Partnership |  | Texas
Parkdale Mall Associates, L.P. |  | Limited Partnership |  | Texas
Parkway Place Limited Partnership |  | Limited Partnership |  | Alabama
Parkway Place SPE, LLC |  | Limited Liability Company |  | Delaware
Seacoast Shopping Center Limited Partnership |  | Limited Partnership |  | New Hampshire
South County Shoppingtown LLC |  | Limited Liability Company |  | Delaware
St. Clair Square SPE, LLC |  | Limited Liability Company |  | Delaware
Stroud Mall, LLC |  | Limited Liability Company |  | Pennsylvania
Tenn-GP Holdings, LLC |  | Limited Liability Company |  | Tennessee
Volusia Mall GP, Inc. |  | Corporation |  | New York
Volusia Mall Limited Partnership |  | Limited Partnership |  | New York
WestGate Mall Limited Partnership |  | Limited Partnership |  | South Carolina
York Galleria Limited Partnership |  | Limited Partnership |  | Virginia
2030 Insurance, LLC |  | Limited Liability Company |  | Delaware
Acadiana Outparcel, LLC |  | Limited Liability Company |  | Delaware
Madison OP Outparcel Ground, LLC |  | Limited Liability Company |  | Wisconsin
CBL/Regency I, LLC |  | Limited Liability Company |  | Delaware

2. | Securities Act Exemption Applicable.

Reference is made to the Amended Disclosure Statement relating to the Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and its Debtor Affiliates (as may be amended or supplemented, the “Disclosure Statement”) and the Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and its Affiliated Debtors (as amended or supplemented, the “Plan”), copies of which are included as Exhibits T3E.1 and T3E.2, respectively. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Plan.

Pursuant to the terms of the Plan, under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), the Company will issue:

(i) | $455,000,000 aggregate principal amount of 10.0% Senior Secured Notes due 2029 (the “New Notes”) under the indenture to be qualified hereby (the “New Notes Indenture”), to certain holders of the Debtors’ Senior Unsecured Notes and other creditors; and

(ii) | $150,000,000 aggregate principal amount of 7.0% Exchangeable Senior Secured Notes due 2028 (the “New Exchangeable Notes” and together with the New Notes, the “Notes”) under the indenture to be qualified hereby (the “New Exchangeable Notes Indenture”), to the Consenting Crossholders who, on account of their Consenting Crossholder Claims elected, on a dollar-for-dollar basis, to substitute their allocated share of the New Notes for the New Exchangeable Notes, up to $100 million aggregate principal amount of New Exchangeable Notes, and the Commitment Parties, who have agreed to pay $50 million in cash for $50 million aggregate principal amount of New Exchangeable Notes.

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The Plan will become effective on the date on which all conditions to the effectiveness of the Plan have been satisfied or waived (the “Plan Effective Date”).

The issuance of the New Notes and New Exchangeable Notes is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption provided by Section 1145(a)(1) of the Bankruptcy Code. Section 1145(a)(1) of the Bankruptcy Code exempts an offer and sale of securities under a plan of reorganization from registration under the Securities Act and state securities laws if three principal requirements are satisfied: (i) the securities must be offered and sold under a plan of reorganization and must be securities of the debtor, an affiliate participating in a joint plan with the debtor or a successor to the debtor under the plan of reorganization; (ii) the recipients of the securities must hold a prepetition or administrative expense claim against the debtor or an interest in the debtor; and (iii) the securities must be issued entirely in exchange for the recipient’s claim against or interest in the debtor, or principally in such exchange and partly for cash or property. The Applicant believes that the issuance of the New Notes and New Exchangeable Notes pursuant to the Plan satisfies the requirements of Section 1145(a)(1) of the Bankruptcy Code. See Section 6.15 “Exemptions from Securities Laws; Listing” of the Plan.

AFFILIATIONS

3. | Affiliates.

The lists filed herewith under Exhibit 99.1 and Exhibit 99.2, which are incorporated herein by reference, reflect the affiliates of the Applicants as of the date of this Application and their expected affiliation after the Plan Effective Date, respectively.

Certain directors and officers of the Applicant may be deemed to be “affiliates” of the Applicants by virtue of their positions with the Applicants. See Item 4, “Directors and Executive Officers.”

Certain persons may be deemed to be “affiliates” of the Applicants by virtue of their anticipated holdings of voting securities of the Applicant. See Item 5, “Principal Owners of Voting Securities.”

MANAGEMENT AND CONTROL

4. | Directors and Executive Officers.

The following tables list the names and offices held by all directors and executive officers of each Applicant as of the date of this Application. New directors of CBL & Associates Properties, Inc. (“CBL”) will be designated on the Plan Effective Date in accordance with the applicable provisions of the Plan and will consist of eight members, one of whom shall be the Chief Executive Officer, six members shall be selected by the Required Consenting Noteholders, and one member selected by CBL and reasonably acceptable to the Required Consenting Noteholders. New board members, if any, for each of the Guarantors listed further below may be elected by their respective shareholder(s) or member(s), as applicable. Unless otherwise stated in any of the tables set forth below, the mailing address for each of the individuals listed in each of the tables for each of the entities set forth below is: c/o CBL & Associates Properties, Inc., CBL Center, Suite 500, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee 37421.

| (1) | The Company

The Company has no directors or executive officers.

| (2) | The Guarantors

The directors and executive officers of CBL & Associates Management, Inc. and CBL & Associates Properties, Inc. are the following individuals.

Name |  | Office
Charles B. Lebovitz |  | Chairman of the Board

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Stephen D. Lebovitz |  | Chief Executive Officer
A. Larry Chapman |  | Director
Matthew S. Dominski, Jr. |  | Director
John D. Griffith |  | Director
Jonathan M. Heller |  | Director
Richard J. Lieb |  | Director
Kathleen M. Nelson |  | Director
Carolyn B. Tiffany |  | Director
Scott D. Vogel |  | Director
Michael I. Lebovitz |  | President
Farzana Khaleel |  | Executive Vice President, Chief Financial Officer, Treasurer
Katie A. Reinsmidt |  | Executive Vice President, Chief Investment Officer
Jeffery V. Curry |  | Chief Legal Officer and Secretary
Heidi Cardall |  | Vice President – Specialty Leasing
Russell W. Carlton |  | Senior Vice President – Accounting
Margret M. Carrington |  | Senior Vice President – People & Culture
Andrew F. Cobb |  | Executive Vice President – Accounting
Jennifer H. Cope |  | Senior Vice President – Operations Services
Jeffrey L. Gregerson |  | Senior Vice President – Specialty Leasing
Eric R. Griffith |  | Senior Vice President – Leasing
Howard B. Grody |  | Executive Vice President – Leasing
Curtis C. Hammontree II |  | Vice President – Development
Lisa Harper |  | Vice President – Specialty Leasing
Bradley L. Hendrix |  | Vice President – Legal
Michael B. Herman |  | Vice President – Legal Services
Sandy Heymann |  | Vice President – Marketing
Stanley W. Hildebrand |  | Vice President – Finance Counsel
Lewis Hilton |  | Vice President – Redevelopment
Matt Holligan |  | Vice President – Management
Allison Houghton |  | Vice President – Accounting

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Stacey Keating |  | Vice President – Corporate Communications
Joseph H. Khalili |  | Senior Vice President – Financial Operations
Alan L. Lebovitz |  | Executive Vice President – Management
Mary Lynn Morse |  | Senior Vice President – Marketing
David T. Neuhoff |  | Senior Vice President – Redevelopment
Jordan T. Overley |  | Vice President – Accounting and Assistant Controller
Randy M. Owens |  | Vice President – Leasing
Gary L. Roddy |  | Vice President – Collections
Robert J. Snetman |  | Vice President – Mixed Use
Carroll J. Wade II |  | Senior Vice President – Development and Mixed Use
Karen L. Walker |  | Vice President – Information Technology
Janice L. Wills |  | Vice President – Management
Tripp Wingo |  | Vice President – Accounting
Kenneth W. Wittler |  | Vice President – Development
Daniel P. Wolfe |  | Vice President – Management

The directors and executive officers of CBL/GP Cary, Inc., CBL/GP II, Inc., CBL/GP V, Inc., CBL GP VI, Inc., CBL/GP, Inc., CBL/York, Inc., CBL/Stroud, Inc., Development Options, Inc., Harford Mall Business Trust, and Volusia Mall GP, Inc., are the following individuals.

Name |  | Office
Charles B. Lebovitz |  | Chairman of the Board
Stephen D. Lebovitz |  | Chief Executive Officer
Michael I. Lebovitz |  | President
Farzana Khaleel |  | Executive Vice President, Chief Financial Officer, Treasurer
Katie A. Reinsmidt |  | Executive Vice President, Chief Investment Officer
Jeffery V. Curry |  | Chief Legal Officer and Secretary
Heidi Cardall |  | Vice President – Specialty Leasing
Russell W. Carlton |  | Senior Vice President – Accounting
Margret M. Carrington |  | Senior Vice President – People & Culture
Andrew F. Cobb |  | Executive Vice President – Accounting
Jennifer H. Cope |  | Senior Vice President – Operations Services
Jeffrey L. Gregerson |  | Senior Vice President – Specialty Leasing
Eric R. Griffith |  | Senior Vice President – Leasing

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Howard B. Grody |  | Executive Vice President – Leasing
Curtis C. Hammontree II |  | Vice President – Development
Lisa Harper |  | Vice President – Specialty Leasing
Bradley L. Hendrix |  | Vice President – Legal
Michael B. Herman |  | Vice President – Legal Services
Sandy Heymann |  | Vice President – Marketing
Stanley W. Hildebrand |  | Vice President – Finance Counsel
Lewis Hilton |  | Vice President – Redevelopment
Matt Holligan |  | Vice President – Management
Allison Houghton |  | Vice President – Accounting
Stacey Keating |  | Vice President – Corporate Communications
Joseph H. Khalili |  | Senior Vice President – Financial Operations
Alan L. Lebovitz |  | Executive Vice President – Management
Mary Lynn Morse |  | Senior Vice President – Marketing
David T. Neuhoff |  | Senior Vice President – Redevelopment
Jordan T. Overley |  | Vice President – Accounting and Assistant Controller
Randy M. Owens |  | Vice President – Leasing
Gary L. Roddy |  | Vice President – Collections
Robert J. Snetman |  | Vice President – Mixed Use
Carroll J. Wade II |  | Senior Vice President – Development and Mixed Use
Karen L. Walker |  | Vice President – Information Technology
Janice L. Wills |  | Vice President – Management
Tripp Wingo |  | Vice President – Accounting
Kenneth W. Wittler |  | Vice President – Development
Daniel P. Wolfe |  | Vice President – Management

There are no directors or executive officers in any of the other remaining Guarantors.

5. | Principal Owners of Voting Securities.

(a) | The following tables set forth certain information regarding each person known to the Company to own 10 percent or more of the voting securities of the Applicants as of the date of this Amendment No. 1 to Application. The mailing address of each holder listed in each of the tables set forth below is: c/o CBL & Associates Properties, Inc., CBL Center, Suite 500, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee 37421.

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| (1) | The Company

Company Name |  | Principal Owner of 10% or More of Voting Securities |  | Title of Class Owned |  | Amount Owned |  | Percentage of Voting Securities Owned |
CBL & Associates HoldCo II, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %

| (2) | The Initial Guarantors.

Guarantor Name |  | Principal Owner of 10% or More of Voting Securities |  | Title of Class Owned |  | Amount Owned |  | Percentage of Voting Securities Owned |
Alamance Crossing, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %
CBL & Associates Limited Partnership |  | CBL Holdings II, Inc. |  | Limited Partnership Interest |  | NA |  |  | 96.5 | %
CBL & Associates Management, Inc. |  | CBL & Associates Limited Partnership |  | Common Stock |  | 8,025 |  |  | 100 | %
|  |  |  | Preferred Stock |  | 1,000 |  |  | 100 | %
CBL & Associates Properties, Inc. |  | NA |  | NA |  | NA |  |  | NA |
CBL Ambassador Member, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %
CBL BI Developments II Member, LLC |  | CBL & Associates Management, Inc. |  | Membership Interest |  | NA |  |  | 100 | %
CBL BI Developments Member, LLC |  | CBL & Associates Management, Inc. |  | Membership Interest |  | NA |  |  | 100 | %
CBL Brookfield Sears & Street Shops HoldCo, LLC* |  | CBL & Associates HoldCo II, LLC |  | Membership Interest |  | NA |  |  | 100 | %
CBL Center HoldCo, LLC* |  | CBL & Associates Management, Inc. |  | Membership Interest |  | NA |  |  | 100 | %
CBL Eagle Point Member, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 96.5 | %
CBL El Paso Member, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %
CBL El Paso Outparcel Member, LLC |  | CBL & Associates Management, Inc. |  | Membership Interest |  | NA |  |  | 100 | %
CBL Fremaux Member, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %
CBL Gettysburg Member, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %
CBL HP Hotel Member, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %
CBL Jarnigan HoldCo, LLC* |  | CBL & Associates HoldCo II, LLC |  | Membership Interest |  | NA |  |  | 100 | %
CBL Laredo Member, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %
CBL Lebcon HoldCo, LLC* |  | CBL & Associates HoldCo II, LLC |  | Membership Interest |  | NA |  |  | 100 | %
CBL Lebcon HoldCo LP, LLC* |  | CBL & Associates HoldCo II, LLC |  | Membership Interest |  | NA |  |  | 100 | %
CBL Lebcon I HoldCo, LLC* |  | CBL & Associates HoldCo II, LLC |  | Membership Interest |  | NA |  |  | 100 | %
CBL Lebcon I HoldCo LP, LLC* |  | CBL & Associates HoldCo II, LLC |  | Membership Interest |  | NA |  |  | 100 | %

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Guarantor Name |  | Principal Owner of 10% or More of Voting Securities |  | Title of Class Owned |  | Amount Owned |  | Percentage of Voting Securities Owned |
CBL Louisville Member, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %
CBL Louisville Outparcel Member, LLC |  | CBL & Associates Management, Inc. |  | Membership Interest |  | NA |  |  | 100 | %
CBL Management HoldCo, LLC* |  | CBL & Associates Management, Inc. |  | Membership Interest |  | NA |  |  | 100 | %
CBL Outparcel HoldCo, LLC* |  | CBL & Associates HoldCo II, LLC |  | Membership Interest |  | NA |  |  | 100 | %
CBL Statesboro Member, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 75.28 | %
|  | CBL & Associates Management, Inc. |  | Membership Interest |  | NA |  |  | 24.72 | %
CBL Terrace HoldCo, LLC* |  | CBL & Associates HoldCo II, LLC |  | Membership Interest |  | NA |  |  | 100 | %
CBL Woodstock Member, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %
CBL Woodstock Outparcel Member, LLC |  | CBL & Associates Management, Inc. |  | Membership Interest |  | NA |  |  | 100 | %
CBL/GP V, Inc. |  | CBL & Associates Management, Inc. |  | Common Stock |  | 1,000 |  |  | 100 | %
CBL/Kentucky Oaks, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %
CBL/MSC II, LLC |  | CBL & Associates Management, Inc. |  | Membership Interest |  | NA |  |  | 100 | %
CBL/MSC, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %
CBL/Parkdale Crossing, L.P. |  | Parkdale Crossing Limited Partnership |  | Limited Partnership Interest |  | NA |  |  | 99.9 | %
CBL/Penn Investments, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %
CBL/York Town Center GP, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %
CBL/York Town Center, LLC** |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %
CBL-TRS Member I, LLC** |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %
CBL-D’Iberville Member, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 99.5 | %
Cross Creek Mall, LLC |  | Henderson Square Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %
CW Joint Venture, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 81.99 | %
|  | Arbor Place Limited Partnership |  | Membership Interest |  | NA |  |  | 18.01 | %
Development Options, Inc. |  | CBL & Associates Management, Inc. |  | Common Stock |  | 1,000 |  |  | 100 | %
Hammock Landing/West Melbourne, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 54.29 | %
|  | CBL & Associates Management, Inc. |  | Membership Interest |  | NA |  |  | 45.71 | %
Henderson Square Limited Partnership |  | CBL & Associates Limited Partnership |  | Limited Partnership Interest |  | NA |  |  | 99.3 | %
Jefferson Mall Company II, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %

13

Guarantor Name |  | Principal Owner of 10% or More of Voting Securities |  | Title of Class Owned |  | Amount Owned |  | Percentage of Voting Securities Owned |
Lexington Joint Venture |  | CBL/Fayette I, LLC |  | General Partnership Interest |  | NA |  |  | 97.81 | %
Montgomery Partners, L.P. |  | CBL & Associates Limited Partnership |  | Limited Partnership Interest |  | NA |  |  | 99 | %
North Charleston Joint Venture II, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %
Oak Park Holding I, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 99.5 | %
Parkdale Mall, LLC |  | Parkdale Mall Associates, L.P. |  | Membership Interest |  | NA |  |  | 99.95 | %
Port Orange Holdings II, LLC** |  | CBL & Associates Management, Inc. |  | Membership Interest |  | NA |  |  | 100 | %
Southpark Mall, LLC |  | Seacoast Shopping Center Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %
The Galleria Associates, L.P. |  | CBL & Associates Limited Partnership |  | General Partnership Interest |  | NA |  |  | 99.9 | %
The Pavilion at Port Orange, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 91.09 | %
Volusia Mall Member SPE, LLC** |  | Volusia Mall Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %
WestGate Mall II, LLC |  | Westgate Mall Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %

* | These entities were included in the Initial Filing, but they were not yet formed. The ownership information listed for these entities in the initial filing was the projected ownership. These entities are now formed, and their projected ownership as listed in the Initial Filing is confirmed and restated here.

** | These entities were included in the Initial Filing, but they did not yet have an individual FEIN or CIK code (both of which are necessary to file the Application). These entities have now been assigned a FEIN and CIK code and therefore are included as filers for this Amendment No. 1 to Application.

| (3) | The Additional Guarantors

Guarantor Name |  | Principal Owner of 10% or More of Voting Securities |  | Title of Class Owned |  | Amount Owned |  | Percentage of Voting Securities Owned |
Arbor Place Limited Partnership |  | CBL & Associates Limited Partnership |  | Limited Partnership Interest |  | NA |  |  | 99 | %
Asheville, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  | NA |  |  | 100 | %
Brookfield Square Joint Venture |  | CBL/Brookfield I, LLC |  | Partnership Interest |  | NA |  |  | 81 | %
|  | CBL/Brookfield II, LLC |  | Partnership Interest |  | NA |  |  | 19 | %
CBL CoolSprings Crossing HoldCo GP, LLC |  | CBL Outparcel HoldCo, LLC* |  | Membership Interest |  | NA |  |  | 100 | %
CBL/Brookfield I, LLC |  | CBL/J I, LLC |  | Membership Interest |  | NA |  |  | 100 | %
CBL/Brookfield II, LLC |  | CBL/J I, LLC |  | Membership Interest |  | NA |  |  | 100 | %
CBL/Eastgate I, LLC |  | CBL/J II, LLC |  | Membership Interest |  | NA |  |  | 100 | %

14

Guarantor Name |  | Principal Owner of 10% or More of Voting Securities |  | Title of Class Owned |  | Amount Owned |  |  | Percentage of Voting Securities Owned |
CBL/Eastgate II, LLC |  | CBL/J II, LLC |  | Membership Interest |  |  | NA |  |  |  | 100 | %
CBL/Eastgate Mall, LLC |  | Eastgate Company |  | Membership Interest |  |  | NA |  |  |  | 100 | %
CBL/Fayette I, LLC |  | CBL/J I, LLC |  | Membership Interest |  |  | NA |  |  |  | 100 | %
CBL/Fayette II, LLC |  | CBL/J I, LLC |  | Membership Interest |  |  | NA |  |  |  | 100 | %
CBL/GP Cary, Inc. |  | CBL & Associates Management, Inc. |  | Common Stock |  |  | 1,000 |  |  |  | 100 | %
CBL/GP II, Inc. |  | CBL & Associates Management, Inc. |  | Common Stock |  |  | 1,000 |  |  |  | 100 | %
CBL/GP VI, Inc. |  | CBL & Associates Management, Inc. |  | Common Stock |  |  | 1,000 |  |  |  | 100 | %
CBL/GP, Inc. |  | CBL & Associates Management, Inc. |  | Common Stock |  |  | 1,000 |  |  |  | 100 | %
CBL/Gulf Coast, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
CBL/J I, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
CBL/J II, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
CBL/Monroeville Expansion I, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
CBL/Monroeville Expansion II, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
CBL/Monroeville Expansion III, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
CBL/Monroeville Expansion Partner, L.P. |  | CBL/Monroeville Expansion III, LLC |  | Limited Partnership Interest |  |  | NA |  |  |  | 99.5 | %
CBL/Monroeville Expansion, L.P. |  | CBL/Monroeville Expansion Partner, L.P. |  | Limited Partnership Interest |  |  | NA |  |  |  | 99.5 | %
CBL/Monroeville II, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
CBL/Monroeville III, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
CBL/Monroeville Partner, L.P. |  | CBL/Monroeville III, LLC |  | Limited Partnership Interest |  |  | NA |  |  |  | 99.5 | %
CBL/Nashua Limited Partnership |  | CBL & Associates Limited Partnership |  | General Partnership Interest |  |  | NA |  |  |  | 99.9209 | %
CBL/Old Hickory I, LLC |  | CBL/J II, LLC |  | Membership Interest |  |  | NA |  |  |  | 100 | %
CBL/Old Hickory II, LLC |  | CBL/J II, LLC |  | Membership Interest |  |  | NA |  |  |  | 100 | %
CBL/Park Plaza GP, LLC |  | CW Joint Venture, LLC |  | Membership Interest |  |  | NA |  |  |  | 100 | %
CBL/Park Plaza Mall, LLC |  | CBL/Park Plaza, Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
CBL/Park Plaza, Limited Partnership |  | CW Joint Venture, LLC |  | Limited Partnership Interest |  |  | NA |  |  |  | 99.9 | %
CBL/Parkdale Crossing GP, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
CBL/Parkdale Mall GP, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %

15

Guarantor Name |  | Principal Owner of 10% or More of Voting Securities |  | Title of Class Owned |  | Amount Owned |  |  | Percentage of Voting Securities Owned |
CBL/Parkdale, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
CBL/Stroud, Inc. |  | CBL & Associates Management, Inc. |  | Common Stock |  |  | 1,000 |  |  |  | 100 | %
CBL/York, Inc. |  | CBL & Associates Management, Inc. |  | Common Stock |  |  | 1,000 |  |  |  | 100 | %
CBL-840 GC, LLC |  | CBL & Associates Management, Inc. |  | Membership Interest |  |  | NA |  |  |  | 100 | %
Cross Creek Anchor S GP, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
Dakota Square Mall CMBS, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
Dunite Acquisitions, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
Eastgate Company |  | CBL/Eastgate I, LLC CBL/Eastgate II, LLC |  | Partnership Interest Partnership Interest |  |  | NA NA |  |  |  | 53.8475 46.1525 | % %
Eastland Holding I, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 99.5 | %
Eastland Holding II, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 99.5 | %
Eastland Mall, LLC |  | Eastland Member, LLC |  | Membership Interest |  |  | NA |  |  |  | 100 | %
Eastland Member, LLC |  | Eastland Holding I, LLC Eastland Holding II, LLC |  | Membership Interest Membership Interest |  |  | NA NA |  |  |  | 61.3563 38.6437 | % %
Harford Mall Business Trust |  | CBL/Nashua Limited Partnership |  | Common Stock |  |  | 1,000 |  |  |  | 100 | %
IV Commons, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
IV Outparcels, LLC |  | CBL & Associates Management, Inc. |  | Membership Interest |  |  | NA |  |  |  | 100 | %
JG Gulf Coast Town Center LLC |  | CBL/Gulf Coast, LLC |  | Membership Interest |  |  | NA |  |  |  | 100 | %
Laurel Park Retail Holding LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 99.5 | %
Laurel Park Retail Properties LLC |  | Laurel Park Retail Holding LLC |  | Membership Interest |  |  | NA |  |  |  | 100 | %
Meridian Mall Limited Partnership |  | CBL & Associates Limited Partnership |  | Limited Partnership Interest |  |  | NA |  |  |  | 99.5 | %
Mid Rivers Land LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
Mid Rivers Mall CMBS, LLC |  | Mid Rivers Land LLC |  | Membership Interest |  |  | NA |  |  |  | 100 | %
Monroeville Anchor Limited Partnership |  | CBL/Monroeville III, LLC |  | Limited Partnership Interest |  |  | NA |  |  |  | 99.5 | %
Mortgage Holdings, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
Multi-GP Holdings, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
Northpark Mall/Joplin, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
Old Hickory Mall Venture |  | CBL/Old Hickory I, LLC |  | Partnership Interest |  |  | NA |  |  |  | 95 | %

16

Guarantor Name |  | Principal Owner of 10% or More of Voting Securities |  | Title of Class Owned |  | Amount Owned |  |  | Percentage of Voting Securities Owned |
Old Hickory Mall Venture II, LLC |  | Old Hickory Mall Venture |  | Membership Interest |  |  | NA |  |  |  | 99.5 | %
Parkdale Crossing Limited Partnership |  | CBL & Associates Limited Partnership |  | Limited Partnership Interest |  |  | NA |  |  |  | 99.9 | %
Parkdale Mall Associates, L.P. |  | CBL & Associates Limited Partnership |  | Limited Partnership Interest |  |  | NA |  |  |  | 99.95 | %
Parkway Place Limited Partnership |  | CBL & Associates Limited Partnership Dunite Acquisitions, LLC |  | Limited Partnership Interest Limited Partnership Interest |  |  | NA NA |  |  |  | 49 49 | % %
Parkway Place SPE, LLC |  | Parkway Place Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
Seacoast Shopping Center Limited Partnership |  | CBL & Associates Limited Partnership |  | General Partnership Interest |  |  | NA |  |  |  | 99.9 | %
South County Shoppingtown LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
St. Clair Square SPE, LLC |  | St. Clair Square Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
Stroud Mall, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 99 | %
Tenn-GP Holdings, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
Volusia Mall GP, Inc. |  | CBL & Associates Management, Inc. |  | Common Stock |  |  | 100 |  |  |  | 100 | %
Volusia Mall Limited Partnership |  | CBL & Associates Limited Partnership |  | Limited Partnership Interest |  |  | NA |  |  |  | 99 | %
WestGate Mall Limited Partnership |  | CBL & Associates Limited Partnership |  | Limited Partnership Interest |  |  | NA |  |  |  | 99 | %
York Galleria Limited Partnership |  | CBL & Associates Limited Partnership |  | Limited Partnership Interest |  |  | NA |  |  |  | 99 | %
2030 Insurance, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %
Acadiana Outparcel, LLC |  | CBL & Associates Management, Inc. |  | Membership Interest |  |  | NA |  |  |  | 100 | %
Madison OP Outparcel Ground, LLC |  | CBL Outparcel HoldCo, LLC* |  | Membership Interest |  |  | NA |  |  |  | 100 | %
CBL/Regency I, LLC |  | CBL & Associates Limited Partnership |  | Membership Interest |  |  | NA |  |  |  | 100 | %

UNDERWRITERS

6. | Underwriters.

(a) | Within three years prior to the date of the filing of this Application, no person acted as an underwriter of any securities of the Applicants that are currently outstanding on the date of this application.

(b) | There is no proposed principal underwriter for the New Notes and New Exchangeable Notes that are to be issued in connection with the Indentures that are to be qualified under this Application.

17

CAPITAL SECURITIES

7. | Capitalization.

(a) | The following tables set forth certain information with respect to each authorized class of securities of the Applicants as of the date of this Application.

| (1) | The Company

Company Name |  | Title of Class |  | Number of Shares Authorized |  | Number of Shares Outstanding
CBL & Associates HoldCo II, LLC |  | Membership Interest |  | NA |  | NA

It is expected that, upon consummation of the Plan, the Company’s capital structure shall also include the New Notes and New Exchangeable Notes.

| (2) | Initial Guarantors

Guarantor Name |  | Title of Class |  | Number of Shares Authorized |  |  | Number of Shares Outstanding / Principal Balance |
Alamance Crossing, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL & Associates Limited Partnership |  | General and Limited Partnership Interest |  |  | NA |  |  |  | NA |
|  | 4.600% Senior Notes due 2024 |  |  | NA |  |  | $ | 300,000,000 |
|  | 5.250% Senior Notes Due 2023 |  |  | NA |  |  | $ | 450,000,000 |
|  | 5.950% Senior Notes Due 2026 |  |  | NA |  |  | $ | 625,000,000 |
CBL & Associates Management, Inc. |  | Common Stock, par value $0.01 per share |  |  | 50,000 |  |  |  | 8,025 |
|  | Preferred Stock, par value $0.01 per share |  |  | 50,000 |  |  |  | 1,000 |
CBL & Associates Properties, Inc. |  | Common Stock, par value $0.01 per share |  |  | 350,000,000 |  |  |  | 197,625,377 |
|  | Preferred stock, par value $0.01 per share |  |  | 15,000,000 |  |  |  | 1,815,000 7.375% Series D Cumulative Redeemable Preferred Stock |
|  |  |  |  |  |  |  |  | 690,000 6.625% Series E Cumulative Redeemable Preferred Stock |
CBL Ambassador Member, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL BI Developments II Member, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL BI Developments Member, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |

18

Guarantor Name |  | Title of Class |  | Number of Shares Authorized |  |  | Number of Shares Outstanding / Principal Balance |
CBL Brookfield Sears & Street Shops HoldCo, LLC* |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL Center HoldCo, LLC* |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL Eagle Point Member, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL El Paso Member, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL El Paso Outparcel Member, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL Fremaux Member, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL Gettysburg Member, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL HP Hotel Member, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL Jarnigan HoldCo, LLC* |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL Laredo Member, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL Lebcon HoldCo, LLC* |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL Lebcon HoldCo LP, LLC* |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL Lebcon I HoldCo, LLC* |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL Lebcon I HoldCo LP, LLC* |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL Louisville Member, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL Louisville Outparcel Member, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL Management HoldCo, LLC* |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL Outparcel HoldCo, LLC* |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL Statesboro Member, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL Terrace HoldCo, LLC* |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL Woodstock Member, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL Woodstock Outparcel Member, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/GP V, Inc. |  | Common Stock |  |  | 2,000 |  |  |  | 1,000 |
CBL/Kentucky Oaks, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/MSC II, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/MSC, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/Parkdale Crossing, L.P. |  | General and Limited Partnership Interest |  |  | NA |  |  |  | NA |
CBL/Penn Investments, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |

19

Guarantor Name |  | Title of Class |  | Number of Shares Authorized |  |  | Number of Shares Outstanding / Principal Balance |
CBL/York Town Center GP, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/York Town Center, LLC** |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL-TRS Member I, LLC** |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL-D’Iberville Member, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Cross Creek Mall, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CW Joint Venture, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Development Options, Inc. |  | Common stock |  |  | 2,000 |  |  |  | 1,000 |
Hammock Landing/West Melbourne, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Henderson Square Limited Partnership |  | General and Limited Partnership Interest |  |  | NA |  |  |  | NA |
Jefferson Mall Company II, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Lexington Joint Venture |  | General and Limited Partnership Interest |  |  | NA |  |  |  | NA |
Montgomery Partners, L.P. |  | General and Limited Partnership Interest |  |  | NA |  |  |  | NA |
North Charleston Joint Venture II, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Oak Park Holding I, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Parkdale Mall, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Port Orange Holdings II, LLC** |  | Membership Interest |  |  | NA |  |  |  | NA |
Southpark Mall, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
The Galleria Associates, L.P. |  | General and Limited Partnership Interest |  |  | NA |  |  |  | NA |
The Pavilion at Port Orange, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Volusia Mall Member SPE, LLC** |  | Membership Interest |  |  | NA |  |  |  | NA |
WestGate Mall II, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |

* | These entities were included in the Initial Filing, but they were not yet formed. The ownership information listed for these entities in the initial filing was the projected ownership. These entities are now formed, and their projected ownership as listed in the Initial Filing is confirmed and restated here.

** | These entities were included in the Initial Filing, but they did not yet have an individual FEIN or CIK code (both of which are necessary to file the Application). These entities have now been assigned a FEIN and CIK code and therefore are included as filers for this Amendment No. 1 to Application.

20

| (3) | Additional Guarantors

Guarantor Name |  | Title of Class |  | Number of Shares Authorized |  |  | Number of Shares Outstanding / Principal Balance |
Arbor Place Limited Partnership |  | Limited Partnership Interest |  |  | NA |  |  |  | NA |
Asheville, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Brookfield Square Joint Venture |  | Partnership Interest |  |  | NA |  |  |  | NA |
CBL CoolSprings Crossing HoldCo GP, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/Brookfield I, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/Brookfield II, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/Eastgate I, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/Eastgate II, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/Eastgate Mall, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/Fayette I, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/Fayette II, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/GP Cary, Inc. |  | Common Stock |  |  | 2,000 |  |  |  | 1,000 |
CBL/GP II, Inc. |  | Common Stock |  |  | 2,000 |  |  |  | 1,000 |
CBL/GP VI, Inc. |  | Common Stock |  |  | 2,000 |  |  |  | 1,000 |
CBL/GP, Inc. |  | Common Stock |  |  | 2,000 |  |  |  | 1,000 |
CBL/Gulf Coast, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/J I, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/J II, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/Monroeville Expansion I, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/Monroeville Expansion II, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/Monroeville Expansion III, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/Monroeville Expansion Partner, L.P. |  | General and Limited Partnership Interest |  |  | NA |  |  |  | NA |
CBL/Monroeville Expansion, L.P. |  | General and Limited Partnership Interest |  |  | NA |  |  |  | NA |
CBL/Monroeville II, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/Monroeville III, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/Monroeville Partner, L.P. |  | General and Limited Partnership Interest |  |  | NA |  |  |  | NA |
CBL/Nashua Limited Partnership |  | General and Limited Partnership Interest |  |  | NA |  |  |  | NA |

21

Guarantor Name |  | Title of Class |  | Number of Shares Authorized |  |  | Number of Shares Outstanding / Principal Balance |
CBL/Old Hickory I, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/Old Hickory II, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/Park Plaza GP, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/Park Plaza Mall, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/Park Plaza, Limited Partnership |  | General and Limited Partnership Interest |  |  | NA |  |  |  | NA |
CBL/Parkdale Crossing GP, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/Parkdale Mall GP, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/Parkdale, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/Stroud, Inc. |  | Common Stock |  |  | 2,000 |  |  |  | 1,000 |
CBL/York, Inc. |  | Common Stock |  |  | 2,000 |  |  |  | 1,000 |
CBL-840 GC, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Cross Creek Anchor S GP, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Dakota Square Mall CMBS, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Dunite Acquisitions, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Eastgate Company |  | Partnership Interest |  |  | NA |  |  |  | NA |
Eastland Holding I, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Eastland Holding II, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Eastland Mall, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Eastland Member, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Harford Mall Business Trust |  | Common Stock |  |  | 1,000 |  |  |  | 1,000 |
IV Commons, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
IV Outparcels, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
JG Gulf Coast Town Center LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Laurel Park Retail Holding LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Laurel Park Retail Properties LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Meridian Mall Limited Partnership |  | General and Limited Partnership Interest |  |  | NA |  |  |  | NA |
Mid Rivers Land LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Mid Rivers Mall CMBS, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |

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Guarantor Name |  | Title of Class |  | Number of Shares Authorized |  |  | Number of Shares Outstanding / Principal Balance |
Monroeville Anchor Limited Partnership |  | General and Limited Partnership Interest |  |  | NA |  |  |  | NA |
Mortgage Holdings, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Multi-GP Holdings, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Northpark Mall/Joplin, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Old Hickory Mall Venture |  | Partnership Interest |  |  | NA |  |  |  | NA |
Old Hickory Mall Venture II, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Parkdale Crossing Limited Partnership |  | General and Limited Partnership Interest |  |  | NA |  |  |  | NA |
Parkdale Mall Associates, L.P. |  | General and Limited Partnership Interest |  |  | NA |  |  |  | NA |
Parkway Place Limited Partnership |  | General and Limited Partnership Interest |  |  | NA |  |  |  | NA |
Parkway Place SPE, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Seacoast Shopping Center Limited Partnership |  | General and Limited Partnership Interest |  |  | NA |  |  |  | NA |
South County Shoppingtown LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
St. Clair Square SPE, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Stroud Mall, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Tenn-GP Holdings, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Volusia Mall GP, Inc. |  | Common Stock |  |  | 200 |  |  |  | 100 |
Volusia Mall Limited Partnership |  | General and Limited Partnership Interest |  |  | NA |  |  |  | NA |
WestGate Mall Limited Partnership |  | General and Limited Partnership Interest |  |  | NA |  |  |  | NA |
York Galleria Limited Partnership |  | General and Limited Partnership Interest |  |  | NA |  |  |  | NA |
2030 Insurance, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Acadiana Outparcel, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
Madison OP Outparcel Ground, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |
CBL/Regency I, LLC |  | Membership Interest |  |  | NA |  |  |  | NA |

23

INDENTURE SECURITIES

8. | Analysis of Indenture Provisions.

New Notes

The New Notes will be subject to the New Notes Indenture to be entered into among the Company, the Guarantors and the trustee named therein (the “Trustee”). The following is a general description of certain provisions expected to be included in the New Notes Indenture, and the description is qualified in its entirety by reference to the form of New Notes Indenture to be filed as Exhibit T3C.1 herewith. The Company has not entered into the New Notes Indenture as of the date of this filing, and the terms of the New Notes Indenture are subject to change before it is executed. Capitalized terms used below and not defined herein have the meanings ascribed to them in the New Notes Indenture.

(a) | Events of Default; Withholding of Notice.

An “Event of Default” occurs if one of the following shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be involuntary or be effected by operation of law):

(1) the Company defaults in any payment of interest on any Security when the same becomes due and payable, and such default continues for a period of 30 days;

(2) the Company (A) defaults in the payment of the principal of, or premium on, if any, any Security when the same becomes due and payable at its Stated Maturity, upon optional or mandatory redemption, upon declaration of acceleration or otherwise, or (B) fails to purchase Securities when required pursuant to the New Notes Indenture;

(3) [reserved];

(4) the Company, the REIT (solely with respect to the Limited Guarantee) or any Guarantor fails to comply with any of its agreements contained in the Securities or the New Notes Indenture (other than those referred to in clause (1) or (2) above) [or any Security Document] and such failure continues for 30 days after the notice specified below; provided, that in the case of a failure to comply with Section 4.12 of the New Notes Indenture, such period of continuance of such default shall be 90 days after the notice specified below;

(5) Any Indebtedness (other than the Other Secured Notes) of the Company, the REIT, 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 or cure period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $150.0 million, or its foreign currency equivalent at the time, and such acceleration continues for 30 days after the notice specified below;

(6) the Company, any Guarantor, the REIT or any Significant Subsidiary pursuant to 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 involuntary case;

(C) consents to the appointment of a Custodian of it or for any substantial part of its property; or

(D) makes a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws relating to insolvency;

(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against the Company, the REIT, any Guarantor or any Significant Subsidiary in an involuntary case;

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(B) appoints a Custodian of the Company, the REIT, any Guarantor or any Significant Subsidiary or for any substantial part of its property; or

(C) orders the winding up or liquidation of the Company, the REIT, any Guarantor or any Significant Subsidiary;

or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days;

(8) [(i)] any judgment or decree for the payment of money in excess of $25.0 million or its foreign currency equivalent at the time such judgment or decree is entered against the Company or any Significant Subsidiary (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers or by third party indemnities), remains outstanding for a period of 60 consecutive days following the entry of such judgment or decree and is not discharged, waived or the execution thereof stayed [, (ii) any judgment or decree for the payment of money in excess of $150.0 million or its foreign currency equivalent at the time such judgment or decree is entered against the REIT or the Operating Partnership (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers or by third party indemnities), remains outstanding for a period of 60 consecutive days following the entry of such judgment or decree and is not discharged, waived, the execution thereof stayed or otherwise bonded, or (iii) any warrant, writ of attachment, execution or similar process shall be 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, $150.0 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 or invalid or ceases to be in full force and effect (other than in accordance with the terms of such Note 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 to be 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 and perfected first priority Lien, subject to the Collateral Agency and Intercreditor Agreement and Permitted Collateral Liens and such default is not remedied within 60 days after the notice specified below; or

(B) the Company or any other Grantor, or any Person acting on behalf of any of them, denies or disaffirms, in writing, any obligation of the Company or any other Grantor set forth in or arising under any Security Document establishing Liens securing the Secured Obligations;

(11) the occurrence and continuance of an “Event of Default” under (and as defined in) 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 (other than the Company or a Subsidiary of the Company) with an aggregate principal amount in excess of $150.0 million, whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, unless the New Bank Claim Borrower or the Operating Partnership has agreed to a foreclosure or similar arrangement for any property that does not secure or constitute collateral under the New Bank Term Loan Facility; or

(13) the Limited Guarantee is not (or is claimed by the REIT not to be) in full force and effect with respect to the Securities;

The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

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The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state 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 the Holders of at least 25% in principal amount of the outstanding Securities notify the Company of the Default and the Company does not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”.

(b) | Authentication and Delivery of New Notes; Application of Proceeds.

An Officer of the Company shall sign the Securities for the Company by manual, facsimile or other electronic signature.

If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless.

A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The manual signature shall be conclusive evidence that the Security has been authenticated under the New Notes Indenture.

The Trustee shall, upon the written direction of the Company, authenticate and make available for delivery Securities, as set forth in Section 2.2 of an appendix to the New Notes Indenture.

The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in the New Notes Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

The Securities may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company or any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Security shall be dated the date of its authentication. The Securities shall be in minimum denominations of $1.00 and integral multiples of $1.00 thereof.

The aggregate principal amount of Securities that may be authenticated and delivered under the New Notes Indenture is limited to $455,000,000, and the Company may not “re-open” the New Notes Indenture to issue additional Securities after the Issue Date, in each case, except for Securities issued upon registration of transfer of, or exchange for, or in lieu of other Securities pursuant to the New Notes Indenture.

(c) | Release of Collateral.

Subject to the conditions and provisions of the Security Documents, the Collateral Agent shall cause the Collateral to be released from the Collateral Agent’s Lien with respect to the Secured Obligations:

(1) in whole, upon payment in full of the Securities, the Other Secured Notes and all other Secured Obligations that are outstanding, due and payable at the time the Securities and the Other Secured Notes are paid in full;

(2) with respect to the Notes Obligations only, upon satisfaction and discharge of the New Notes Indenture as set forth in Section 8.01(a) of the New Notes Indenture;

(3) with respect to the Notes Obligations only, upon a legal defeasance or covenant defeasance as set forth in Section 8.01(b) of the New Notes Indenture;

(4) with respect to the Notes Obligations only, upon payment in full of the Securities and all other Notes Obligations that are outstanding, due and payable at the time the Securities are paid in full;

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(5) with respect to the Other Secured Notes Obligations only, upon (i) payment in full of the Other Secured Notes and all other Other Secured Notes Obligations that are outstanding, due and payable at the time the Other Secured Notes are paid in full, and in connection therewith, the related indenture is satisfied and discharged or (ii) satisfaction and discharge of, or a legal defeasance or covenant defeasance under, the Other Secured Notes Indenture, in accordance with the terms thereof;

(6) as to any Collateral that constitutes all or substantially all of the Collateral, (i) with respect to the Notes Obligations only, with the consent of the Holders of at least 66-2/3% in principal amount of the Securities then outstanding or (ii) with respect to the Other Secured Notes Obligations only, with the consent of the Other Secured Noteholders of at least 66-2/3% in principal amount of the Other Secured Notes then outstanding under the Other Secured Notes Indenture (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities or the Other Secured Notes);

(7) subject to the provisions of the Collateral Agency and Intercreditor Agreement as to any Collateral which constitutes less than all or substantially all of the Collateral, with the consent of the holders of a majority in principal amount of (x) the Securities and (y) all Other Secured Notes issued under the Other Secured Notes Indenture then outstanding, voting together as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities); or

(8) as to any Collateral:

(i) that is (or is deemed to be) (A) sold or otherwise disposed of by the Company or any Subsidiary (to a Person other than the Company or any Subsidiary) in a Collateral Disposition permitted by the Other Secured Notes Indenture and the New Notes Indenture, at the time of such sale or disposition, to the extent of the interest sold or disposed of in accordance with the terms of the New Notes Indenture and so long as all Net Available Cash is deposited directly in a deposit account subject to a valid and perfected Lien in favor of the Collateral Agent and applied as required by the New Notes Indenture or (B) sold or otherwise disposed of by the Company or any Subsidiary (to a Person other than the Company or any Subsidiary) in a transaction that is deemed not to be an Asset Sale pursuant to, and that satisfies all terms and conditions specified in, clauses (B), (C), (D), (E), (G), (I), (M), (N), (O), or (P) of the definition of “Asset Sale” and that is otherwise permitted by the Other Secured Notes Indenture and the New Notes Indenture, at the time of such sale or disposition, to the extent of the interest sold or disposed of in accordance with the terms of the New Notes Indenture,

(ii) constituting Excluded Released Property of the type described in clause (1)(a), (2) or (3) of the definition of Excluded Released Property,

(iii) constituting Capital Stock in any Subsidiary that directly owns solely any Property set forth in Category 8 on Annex I hereto, which Capital Stock constitutes Property Collateral released upon the delivery of an Officers’ Certificate to the Trustee attaching a Board Resolution,

(iv) that becomes Excluded Released Property of the type described in clause (4) of the definition of Excluded Released Property,

(v) that constitutes (A) Asset Sale Excess Proceeds that are not required to be applied to the repurchase of Securities or Other Secured Notes in accordance with Section 4.03 of the New Notes Indenture and the Other Secured Notes Indenture, (B) Pending Use Cash, upon the application of such Pending Use Cash for a Permitted Excess Cash Use in accordance with Section 4.03 of the New Notes Indenture and the Other Secured Notes Indenture, (C) Pending Use Cash, upon the application of such Pending Use Cash for the repurchase of Securities and Other Secured Notes in accordance with Section 4.03 of the New Notes Indenture and the Other Secured Notes Indenture, or (D) Pending Redemption Cash, upon the application of such Pending Redemption Cash for the redemption or repurchase, as applicable, of Securities and Other Secured Notes in accordance with Section 4.04 of the New Notes Indenture and the Other Secured Notes Indenture, or

27

(vi) that is owned or at any time acquired by a Guarantor that has been released from its Note Guarantee and its guarantee of the Other Secured Notes pursuant to Section 10.05 of the New Notes Indenture (other than clause (4) thereof), concurrently with the release thereof.

Subject to the terms of the Security Documents, the Company and the Guarantors will have the right to remain in possession and retain exclusive control of the Collateral securing the Secured Obligations (other than any cash, securities, obligations and Cash Equivalents constituting part of the Collateral that may be deposited with the Collateral Agent in accordance with the provisions of the Security Documents and other than as set forth in the Security Documents), to freely operate or otherwise use the Collateral and to collect, invest and dispose of any income therefrom unless certain events of default have occurred. Upon such an event of default, the Collateral Agent will be entitled to foreclose upon and sell the Collateral or any part thereof as provided in the Security Documents.

The release of any Collateral from the terms of the New Notes Indenture and of the Security Documents or the release of, in whole or in part, the Liens created by the Security Documents, will not be deemed to impair the Lien on the Collateral in contravention of the provisions of the New Notes Indenture if and to the extent the Collateral or Liens are released pursuant to the applicable Security Documents and pursuant to the terms of Article 12 of the New Notes Indenture. The Trustee and each of the Holders acknowledge that a release of Collateral or a Lien strictly in accordance with the terms of the Security Documents and of Article 12 of the New Notes Indenture will not be deemed for any purpose to be an impairment of the Lien and the Collateral in contravention of the terms of the New Notes Indenture.

(d) | Satisfaction and Discharge.

The New Notes Indenture and the other Note Documents (insofar as related to the New Notes Indenture and the Securities) shall, subject to Section 8.01(c) of the New Notes Indenture, cease to be of further effect and all Collateral shall be released from the Liens securing the Notes Obligations as to all outstanding Securities when both (x) either (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07 of the New Notes Indenture) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 of the New Notes Indenture or (2) will become due and payable within one year at the Stated Maturity or within 60 days as the result of the giving of any irrevocable and unconditional notice of redemption pursuant to Article 3 of the New Notes Indenture, and, in the case of clause (ii), the Company irrevocably deposits with the Trustee cash in U.S. dollars or non-callable U.S. Government Obligations or a combination thereof, in amounts sufficient to pay at maturity or upon redemption all outstanding Securities, including interest and premium, if any, thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.07 of the New Notes Indenture), and (y) the Company pays all other sums payable hereunder by the Company. The Trustee and Collateral Agent shall acknowledge satisfaction and discharge of the New Notes Indenture (subject to Section 8.01(c) of the New Notes Indenture) and the other Note Documents (insofar as related to the New Notes Indenture and the Securities) on demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company.

(e) | Evidence of Compliance with Conditions and Covenants.

The Company shall deliver to the Trustee within the later of (a) 120 days after the end of each fiscal year of the Company or (b) five (5) days after the filing with the SEC of the applicable Form 10-K (or any successor or comparable form) pursuant to Section 4.12 of the New Notes Indenture by the Reporting Entity, an Officer’s Certificate of the Company stating that in the course of the performance by the signer of his or her duties as an Officer of the Company they would normally have knowledge of any Default and whether the signer knows of any Default that occurred during such fiscal year. If the signer is aware of a Default, the certificate shall describe the Default, its status and what action the Company is taking or proposes to take with respect thereto. The Company shall comply with TIA § 314(a)(4) and deliver the certificate referred to in such section of the TIA, which certificate shall be delivered to the Trustee within the later of (a) 120 days after the end of each fiscal year of the Company or (b) five (5) days after the filing with the SEC of the applicable Form 10-K (or any successor or comparable form) pursuant to Section 4.12 of the New Notes Indenture by the Reporting Entity. For purposes of Section 4.08 of the New Notes Indenture, the “fiscal year” of the Company means a calendar year ending December 31.

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The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any Event of Default under clauses (1), (2), (4), (5), (8), (9), (10), (11), (12) and (13) of the definition thereof, its status and what action the Company is taking or proposes to take with respect thereto.

New Exchangeable Notes

The New Exchangeable Notes will be subject to the New Exchangeable Notes Indenture to be entered into among the Company, the Guarantors and the Trustee. The following is a general description of certain provisions expected to be included in the New Exchangeable Notes Indenture, and the description is qualified in its entirety by reference to the form of the New Exchangeable Notes Indenture to be filed as Exhibit T3C.2 herewith. The Company has not entered into the New Exchangeable Notes Indenture as of the date of this filing, and the terms of the New Exchangeable Notes Indenture are subject to change before it is executed. Capitalized terms used below and not defined herein have the meanings ascribed to them in the New Exchangeable Notes Indenture.

(a) | Events of Default; Withholding of Notice.

An “Event of Default” occurs if one of the following shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be involuntary or be effected by operation of law):

(1) the Company defaults in any payment of interest on any Security when the same becomes due and payable, and such default continues for a period of 30 days;

(2) the Company (A) defaults in the payment of the principal of, or premium on, if any, any Security when the same becomes due and payable at its Stated Maturity, upon optional or mandatory redemption, upon declaration of acceleration or otherwise, or (B) fails to purchase Securities when required pursuant to the New Exchangeable Notes Indenture;

(3) [Reserved];

(4) the Company, the REIT (solely with respect to the Limited Guarantee) or any Guarantor fails to comply with any of its agreements contained in the Securities or the New Exchangeable Notes Indenture (other than those referred to in clause (1) or (2) above or (14) or (15) below) [or any Security Document] and such failure continues for 30 days after the notice specified below; provided, that in the case of a failure to comply with Section 4.12 of the New Exchangeable Notes Indenture, such period of continuance of such default shall be 90 days after the notice specified below;

(5) Any Indebtedness (other than the Other Secured Notes) of the Company, the REIT, 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 or cure period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $150.0 million, or its foreign currency equivalent at the time, and such acceleration continues for 30 days after the notice specified below;

(6) the Company, any Guarantor, the REIT or any Significant Subsidiary pursuant to 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 involuntary case;

(C) consents to the appointment of a Custodian of it or for any substantial part of its property; or

(D) makes a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws relating to insolvency;

29

(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against the Company, the REIT, any Guarantor or any Significant Subsidiary in an involuntary case;

(B) appoints a Custodian of the Company, the REIT, any Guarantor or any Significant Subsidiary or for any substantial part of its property; or

(C) orders the winding up or liquidation of the Company, the REIT, any Guarantor or any Significant Subsidiary;

or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days;

(8) [(i)] any judgment or decree for the payment of money in excess of $25.0 million or its foreign currency equivalent at the time such judgment or decree is entered against the Company or any Significant Subsidiary (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers or by third party indemnities), remains outstanding for a period of 60 consecutive days following the entry of such judgment or decree and is not discharged, waived or the execution thereof stayed [, (ii) any judgment or decree for the payment of money in excess of $150.0 million or its foreign currency equivalent at the time such judgment or decree is entered against the REIT or the Operating Partnership (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers or by third party indemnities), remains outstanding for a period of 60 consecutive days following the entry of such judgment or decree and is not discharged, waived, the execution thereof stayed or otherwise bonded, or (iii) any warrant, writ of attachment, execution or similar process shall be 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, $150.0 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 or invalid or ceases to be in full force and effect (other than in accordance with the terms of such Note 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 to be 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 and perfected first priority Lien, subject to the Collateral Agency and Intercreditor Agreement and Permitted Collateral Liens and such default is not remedied within 60 days after the notice specified below; or

(B) the Company or any other Grantor, or any Person acting on behalf of any of them, denies or disaffirms, in writing, any obligation of the Company or any other Grantor set forth in or arising under any Security Document establishing Liens securing the Secured Obligations;

(11) the occurrence and continuance of an “Event of Default” under (and as defined in) 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 (other than the Company or a Subsidiary of the Company) with an aggregate principal amount in excess of $150.0 million, whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, unless the New Bank Claim Borrower or the Operating Partnership has agreed to a foreclosure or similar arrangement for any property that does not secure or constitute 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 force and effect with respect to the Securities;

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(14) failure by the Company to comply with its obligation to exchange the Securities in accordance with the terms of the New Exchangeable Notes Indenture upon exercise of a Holder’s exchange right, and such default continues for five Business Days; or

(15) failure by the Company to provide any notice with respect to a Make-Whole Fundamental Change or a Fundamental Change in accordance with the provisions of Section 13.02(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 of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state 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 the Holders of at least 25% in principal amount of the outstanding Securities notify the Company of the Default and the Company does not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”.

(b) | Authentication and Delivery of New Exchangeable Notes; Application of Proceeds.

An Officer of the Company shall sign the Securities for the Company by manual, facsimile or other electronic signature.

If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless.

A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The manual signature shall be conclusive evidence that the Security has been authenticated under the New Exchangeable Notes Indenture.

The Trustee shall, upon the written direction of the Company, authenticate and make available for delivery Securities, as set forth in Section 2.2 of an appendix to the New Exchangeable Notes Indenture.

The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in the New Exchangeable Notes Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

The Securities may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company or any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Security shall be dated the date of its authentication. The Securities shall be in minimum denominations of $1.00 and integral multiples of $1.00 thereof.

The aggregate principal amount of Securities that may be authenticated and delivered under the New Exchangeable Notes Indenture is limited to $150,000,000, and the Company may not “re-open” the New Exchangeable Notes Indenture to issue additional Securities after the Issue Date, in each case, except for Securities issued upon registration of transfer of, or exchange for, or in lieu of other Securities pursuant to the New Exchangeable Notes Indenture.

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(c) | Release of Collateral.

Subject to the conditions and provisions of the Security Documents, the Collateral Agent shall cause the Collateral to be released from the Collateral Agent’s Lien with respect to the Secured Obligations:

(1) in whole, upon payment in full of the Securities, the Other Secured Notes and all other Secured Obligations that are outstanding, due and payable at the time the Securities and the Other Secured Notes are paid in full;

(2) with respect to the Notes Obligations only, upon satisfaction and discharge of the New Exchangeable Notes Indenture as set forth in Section 8.01(a) of the New Exchangeable Notes Indenture;

(3) with respect to the Notes Obligations only, upon a legal defeasance or covenant defeasance as set forth in Section 8.01(b) of the New Exchangeable Notes Indenture;

(4) with respect to the Notes Obligations only, upon payment in full of the Securities and all other Notes Obligations that are outstanding, due and payable at the time the Securities are paid in full;

(5) with respect to the Other Secured Notes Obligations only, upon (i) payment in full of the Other Secured Notes and all other Other Secured Notes Obligations that are outstanding, due and payable at the time the Other Secured Notes are paid in full, and in connection therewith, the related indenture is satisfied and discharged or (ii) satisfaction and discharge of, or a legal defeasance or covenant defeasance under, the Other Secured Notes Indenture, in accordance with the terms thereof;

(6) as to any Collateral that constitutes all or substantially all of the Collateral, (i) with respect to the Notes Obligations only, with the consent of the Holders of at least 66-2/3% in principal amount of the Securities then outstanding or (ii) with respect to the Other Secured Notes Obligations only, with the consent of the Other Secured Noteholders of at least 66-2/3% in principal amount of the Other Secured Notes then outstanding under the Other Secured Notes Indenture (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities or the Other Secured Notes);

(7) subject to the provisions of the Collateral Agency and Intercreditor Agreement as to any Collateral which constitutes less than all or substantially all of the Collateral, with the consent of the holders of a majority in principal amount of (x) the Securities and (y) all Other Secured Notes issued under the Other Secured Notes Indenture then outstanding, voting together as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities);

(8) as to any Collateral:

(i) that is (or is deemed to be) (A) sold or otherwise disposed of by the Company or any Subsidiary (to a Person other than the Company or any Subsidiary) in a Collateral Disposition permitted by the Other Secured Notes Indenture and the New Exchangeable Notes Indenture, at the time of such sale or disposition, to the extent of the interest sold or disposed of in accordance with the terms of the New Exchangeable Notes Indenture and so long as all Net Available Cash is deposited directly in a deposit account subject to a valid and perfected Lien in favor of the Collateral Agent and applied as required by the New Exchangeable Notes Indenture or (B) sold or otherwise disposed of by the Company or any Subsidiary (to a Person other than the Company or any Subsidiary) in a transaction that is deemed not to be an Asset Sale pursuant to, and that satisfies all terms and conditions specified in clauses (B), (C), (D), (E), (G), (I), (M), (N), (O), or (P) of the definition of “Asset Sale” and that is otherwise permitted by the Other Secured Notes Indenture and the New Exchangeable Notes Indenture, at the time of such sale or disposition, to the extent of the interest sold or disposed of in accordance with the terms of the New Exchangeable Notes Indenture,

(ii) constituting Excluded Released Property of the type described in clause (1)(a), (2) or (3) of the definition of Excluded Released Property,

(iii) constituting Capital Stock in any Subsidiary that directly owns solely any Property set forth in Category 8 on Annex I hereto, which Capital Stock constitutes Property Collateral released upon the delivery of an Officers’ Certificate to the Trustee attaching a Board Resolution,

(iv) that becomes Excluded Released Property of the type described in clause (4) of the definition of Excluded Released Property,

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(v) that constitutes (A) Asset Sale Excess Proceeds that are not required to be applied to the repurchase of Securities or Other Secured Notes in accordance with Section 4.03 of the New Exchangeable Notes Indenture and the Other Secured Notes Indenture, (B) Pending Use Cash, upon the application of such Pending Use Cash for a Permitted Excess Cash Use in accordance with Section 4.03 of the New Exchangeable Notes Indenture and the Other Secured Notes Indenture, (C) Pending Use Cash, upon the application of such Pending Use Cash for the repurchase of Securities and Other Secured Notes in accordance with Section 4.03 of the New Exchangeable Notes Indenture and the Other Secured Notes Indenture, or (D) Pending Redemption Cash, upon the application of such Pending Redemption Cash for the redemption or repurchase, as applicable, of Securities and Other Secured Notes in accordance with Section 4.04 of the New Exchangeable Notes Indenture and the Other Secured Notes Indenture, or

(vi) that is owned or at any time acquired by a Guarantor that has been released from its Note Guarantee and its guarantee of the Other Secured Notes pursuant to Section 10.05 (other than clause (4) thereof), concurrently with the release thereof; or

(9) as to any Collateral (other than any Category 1 Collateral), on the Collateral Release/Covenant Revision Trigger Date.

Subject to the terms of the Security Documents, the Company and the Guarantors will have the right to remain in possession and retain exclusive control of the Collateral securing the Secured Obligations (other than any cash, securities, obligations and Cash Equivalents constituting part of the Collateral that may be deposited with the Collateral Agent in accordance with the provisions of the Security Documents and other than as set forth in the Security Documents), to freely operate or otherwise use the Collateral and to collect, invest and dispose of any income therefrom unless certain events of default have occurred. Upon such an event of default, the Collateral Agent will be entitled to foreclose upon and sell the Collateral or any part thereof as provided in the Security Documents.

The release of any Collateral from the terms of the New Exchangeable Notes Indenture and of the Security Documents or the release of, in whole or in part, the Liens created by the Security Documents, will not be deemed to impair the Lien on the Collateral in contravention of the provisions of the New Exchangeable Notes Indenture if and to the extent the Collateral or Liens are released pursuant to the applicable Security Documents and pursuant to the terms of Article 11 of the New Exchangeable Notes Indenture. The Trustee and each of the Holders acknowledge that a release of Collateral or a Lien strictly in accordance with the terms of the Security Documents and of Article 11 of the New Exchangeable Notes Indenture will not be deemed for any purpose to be an impairment of the Lien and the Collateral in contravention of the terms of the New Exchangeable Notes Indenture.

(d) | Satisfaction and Discharge.

The New Exchangeable Notes Indenture and the other Note Documents (insofar as related to the New Exchangeable Notes Indenture and the Securities) shall, subject to Section 8.01(c) of the New Exchangeable Notes Indenture, cease to be of further effect and all Collateral shall be released from the Liens securing the Notes Obligations as to all outstanding Securities when both (x) either (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07 of the New Exchangeable Notes Indenture) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 of the New Exchangeable Notes Indenture or (2) will become due and payable within one year at the Stated Maturity or within 60 days as the result of the giving of any irrevocable and unconditional notice of redemption pursuant to Article 3 of the New Exchangeable Notes Indenture, and, in the case of clause (ii), the Company irrevocably deposits with the Trustee cash in U.S. dollars or non-callable U.S. Government Obligations or a combination thereof, in amounts sufficient to pay at maturity or upon redemption all outstanding Securities, including interest and premium, if any, thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.07 of the New Exchangeable Notes Indenture), and (y) the Company pays all other sums payable hereunder by the Company. The Trustee and Collateral Agent shall acknowledge satisfaction and discharge of the New Exchangeable Notes Indenture (subject to Section 8.01(c) of the New Exchangeable Notes Indenture) and the other Note Documents (insofar as related to the New Exchangeable Notes Indenture and the Securities) on demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company.

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(e) | Evidence of Compliance with Conditions and Covenants.

The Company shall deliver to the Trustee within the later of (a) 120 days after the end of each fiscal year of the Company or (b) five (5) days after the filing with the SEC of the applicable Form 10-K (or any successor or comparable form) pursuant to Section 4.12 of the New Exchangeable Notes Indenture by the Reporting Entity, an Officer’s Certificate of the Company stating that in the course of the performance by the signer of his or her duties as an Officer of the Company they would normally have knowledge of any Default and whether the signer knows of any Default that occurred during such fiscal year. If the signer is aware of a Default, the certificate shall describe the Default, its status and what action the Company is taking or proposes to take with respect thereto. The Company shall comply with TIA § 314(a)(4) and deliver the certificate referred to in such section of the TIA, which certificate shall be delivered to the Trustee within the later of (a) 120 days after the end of each fiscal year of the Company or (b) five (5) days after the filing with the SEC of the applicable Form 10-K (or any successor or comparable form) pursuant to Section 4.12 of the New Exchangeable Notes Indenture by the Reporting Entity. For purposes of Section 4.08 of the New Exchangeable Notes Indenture, the “fiscal year” of the Company means a calendar year ending December 31.

The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice 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) of the definition thereof, its status and what action the Company is taking or proposes to take with respect thereto.

9. | Other Obligors.

Other than the Applicants, no other person is an obligor with respect to the New Notes or New Exchangeable Notes.

CONTENTS OF APPLICATION FOR QUALIFICATION

This Application for Qualification comprises:

(a) | Pages numbered 1-72, consecutively.

(b) | The Statement of Eligibility and Qualification on Form T-1 of the trustee under the New Notes Indenture and New Convertible Notes Indenture to be qualified.*

(c) | The following exhibits in addition to those filed as part of the Statement of Eligibility and Qualification of the trustee:

Exhibit T3A.1 |  | Articles of Organization of Alamance Crossing, LLC (incorporated by reference to Exhibit T3A.1 to the Initial Filing)
Exhibit T3A.2 |  | Certificate of Limited Partnership of CBL & Associates Limited Partnership (incorporated by reference to Exhibit T3A.2 to the Initial Filing)
Exhibit T3A.3 |  | Certificates of Amendment to Certificate of Limited Partnership of CBL & Associates Limited Partnership (incorporated by reference to Exhibit T3A.3 to the Initial Filing)
Exhibit T3A.4 |  | Amended and Restated Certificate of Incorporation of CBL & Associates Management, Inc. (incorporated by reference to Exhibit T3A.4 to the Initial Filing)

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Exhibit T3A.5 |  | Amended and Restated Certificate of Incorporation of CBL & Associates Properties, Inc. (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of CBL & Associates Properties, Inc., for the fiscal year ended December 31, 2020)
Exhibit T3A.6 |  | Certificates of Amendment of Amended and Restated Certificate of Incorporation of CBL & Associates Properties, Inc. (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of CBL & Associates Properties, Inc., for the fiscal year ended December 31, 2020)
Exhibit T3A.7 |  | Articles of Organization of CBL Ambassador Member, LLC (incorporated by reference to Exhibit T3A.7 to the Initial Filing)
Exhibit T3A.8 |  | Articles of Organization of CBL BI Developments II Member, LLC (incorporated by reference to Exhibit T3A.8 to the Initial Filing)
Exhibit T3A.9 |  | Articles of Organization of CBL BI Developments Member, LLC (incorporated by reference to Exhibit T3A.9 to the Initial Filing)
Exhibit T3A.10 |  | Certification of Formation of CBL Brookfield Sears & Street Shops HoldCo, LLC
Exhibit T3A.11 |  | Certificate of Formation of CBL Center HoldCo, LLC
Exhibit T3A.12 |  | Certificate of Formation of CBL Eagle Point Member, LLC (incorporated by reference to Exhibit T3A.12 to the Initial Filing)
Exhibit T3A.13 |  | Certificate of Formation of CBL El Paso Member, LLC (incorporated by reference to Exhibit T3A.13 to the Initial Filing)
Exhibit T3A.14 |  | Certificate of Formation of CBL El Paso Outparcel Member, LLC (incorporated by reference to Exhibit T3A.14 to the Initial Filing)

35

Exhibit T3A.15 |  | Certificate of Formation of CBL Fremaux Member, LLC (incorporated by reference to Exhibit T3A.15 to the Initial Filing)
Exhibit T3A.16 |  | Certificate of Formation of CBL Gettysburg Member, LLC (f/k/a CBL Mezz Member, LLC) (incorporated by reference to Exhibit T3A.16 to the Initial Filing)
Exhibit T3A.17 |  | Certificate of Amendment to the Certificate of Formation of CBL Gettysburg Member, LLC (f/k/a CBL Mezz Member, LLC) (incorporated by reference to Exhibit T3A.17 to the Initial Filing)
Exhibit T3A.18 |  | Articles of Organization of CBL HP Hotel Member, LLC (incorporated by reference to Exhibit T3A.18 to the Initial Filing)
Exhibit T3A.19 |  | Articles of Organization of CBL Jarnigan HoldCo, LLC
Exhibit T3A.20 |  | Certificate of Formation of CBL Laredo Member, LLC (incorporated by reference to Exhibit T3A.20 to the Initial Filing)
Exhibit T3A.21 |  | Articles of Organization of CBL Lebcon HoldCo, LLC
Exhibit T3A.22 |  | Articles of Organization of CBL Lebcon I HoldCo, LLC
Exhibit T3A.23 |  | Articles of Organization of CBL Louisville Member, LLC (incorporated by reference to Exhibit T3A.23 to the Initial Filing)
Exhibit T3A.24 |  | Articles of Organization of CBL Louisville Outparcel Member, LLC (incorporated by reference to Exhibit T3A.24 to the Initial Filing)
Exhibit T3A.25 |  | Certificate of Formation of CBL Management HoldCo, LLC
Exhibit T3A.26 |  | Certificate of Formation of CBL Outparcel HoldCo, LLC
Exhibit T3A.27 |  | Certificate of Organization of CBL Statesboro Member, LLC (incorporated by reference to Exhibit T3A.27 to the Initial Filing)
Exhibit T3A.28 |  | Articles of Organization of CBL Terrace HoldCo, LLC
Exhibit T3A.29 |  | Certificate of Organization of CBL Woodstock Member, LLC (incorporated by reference to Exhibit T3A.29 to the Initial Filing)
Exhibit T3A.30 |  | Certificate of Organization of CBL Woodstock Outparcel Member, LLC (incorporated by reference to Exhibit T3A.30 to the Initial Filing)
Exhibit T3A.31 |  | Charter of CBL/GP V, Inc. (incorporated by reference to Exhibit T3A.31 to the Initial Filing)
Exhibit T3A.32 |  | Certificate of Formation of CBL/Kentucky Oaks, LLC (incorporated by reference to Exhibit T3A.32 to the Initial Filing)
Exhibit T3A.33 |  | Certificate of Amendment to Certificate of Formation of CBL/Kentucky Oaks, LLC (incorporated by reference to Exhibit T3A.33 to the Initial Filing)
Exhibit T3A.34 |  | Articles of Organization of CBL/MSC II, LLC (incorporated by reference to Exhibit T3A.34 to the Initial Filing)

36

Exhibit T3A.35 |  | Articles of Organization of CBL/MSC, LLC (incorporated by reference to Exhibit T3A.35 to the Initial Filing)
Exhibit T3A.36 |  | Certificate of Limited Partnership of CBL/Parkdale Crossing, L.P. (incorporated by reference to Exhibit T3A.36 to the Initial Filing)
Exhibit T3A.37 |  | Certificate of Formation of CBL/Penn Investments, LLC (incorporated by reference to Exhibit T3A.37 to the Initial Filing)
Exhibit T3A.38 |  | Certificate of Formation of CBL/York Town Center GP, LLC (incorporated by reference to Exhibit T3A.38 to the Initial Filing)
Exhibit T3A.39 |  | Certificate of Formation of CBL/York Town Center, LLC
Exhibit T3A.40 |  | Certificate of Formation of CBL-D’Iberville Member, LLC (incorporated by reference to Exhibit T3A.40 to the Initial Filing)
Exhibit T3A.41 |  | Certificate of Formation of CBL-TRS Member I, LLC
Exhibit T3A.42 |  | Articles of Organization of Cross Creek Mall, LLC (incorporated by reference to Exhibit T3A.42 to the Initial Filing)
Exhibit T3A.43 |  | Certificate of Formation of CW Joint Venture, LLC (incorporated by reference to Exhibit T3A.43 to the Initial Filing)
Exhibit T3A.44 |  | Articles of Incorporation of Development Options, Inc. (incorporated by reference to Exhibit T3A.44 to the Initial Filing)
Exhibit T3A.45 |  | Articles of Organization of Hammock Landing/West Melbourne, LLC (incorporated by reference to Exhibit T3A.45 to the Initial Filing)
Exhibit T3A.46 |  | Certificate of Domestic Limited Partnership of Henderson Square Limited Partnership (incorporated by reference to Exhibit T3A.46 to the Initial Filing)
Exhibit T3A.47 |  | Amended and Restated Certificate of Formation of Jefferson Mall Company II, LLC (incorporated by reference to Exhibit T3A.47 to the Initial Filing)
Exhibit T3A.48 |  | Certificate of Amendment to Certificate of Formation of Jefferson Mall Company II, LLC (incorporated by reference to Exhibit T3A.48 to the Initial Filing)
Exhibit T3A.49 |  | Amended and Restated Certificate of General Partnership of Lexington Joint Venture (incorporated by reference to Exhibit T3A.49 to the Initial Filing)
Exhibit T3A.50 |  | Certificate of Limited Partnership of Montgomery Partners, L.P. (incorporated by reference to Exhibit T3A.50 to the Initial Filing)
Exhibit T3A.51 |  | Amended and Restated Certificate of Formation of North Charleston Joint Venture II, LLC (incorporated by reference to Exhibit T3A.51 to the Initial Filing)
Exhibit T3A.52 |  | Certificate of Amendment to Certificate of Formation of North Charleston Joint Venture II, LLC (incorporated by reference to Exhibit T3A.52 to the Initial Filing)
Exhibit T3A.53 |  | Articles of Organization of Oak Park Holding I, LLC (incorporated by reference to Exhibit T3A.53 to the Initial Filing)

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Exhibit T3A.54 |  | Certificate of Formation of Parkdale Mall, LLC (incorporated by reference to Exhibit T3A.54 to the Initial Filing)
Exhibit T3A.55 |  | Certificate of Correction to Certificate of Formation of Parkdale Mall, LLC (incorporated by reference to Exhibit T3A.55 to the Initial Filing)
Exhibit T3A.56 |  | Articles of Organization of Port Orange Holdings II, LLC (f/k/a The Hammock at Port Orange, LLC)
Exhibit T3A.57 |  | Amendments to Articles of Organization of Port Orange Holdings II, LLC
Exhibit T3A.58 |  | Articles of Organization of Southpark Mall, LLC (incorporated by reference to Exhibit T3A.58 to the Initial Filing)
Exhibit T3A.59 |  | Amended and Restated Certificate of Limited Partnership of The Galleria Associates, L.P. (incorporated by reference to Exhibit T3A.59 to the Initial Filing)
Exhibit T3A.60 |  | Articles of Organization of The Pavilion at Port Orange, LLC (incorporated by reference to Exhibit T3A.60 to the Initial Filing)
Exhibit T3A.61 |  | Amendments to Articles of Organization of The Pavilion at Port Orange, LLC (incorporated by reference to Exhibit T3A.61 to the Initial Filing)
Exhibit T3A.62 |  | Certificate of Formation of Volusia Mall Member SPE, LLC
Exhibit T3A.63 |  | Certificate of Formation of WestGate Mall II, LLC (incorporated by reference to Exhibit T3A.63 to the Initial Filing)
Exhibit T3A.64 |  | Certificate of Amendment to Certificate of Formation of Westgate Mall II, LLC (incorporated by reference to Exhibit T3A.64 to the Initial Filing)
Exhibit T3A.65 |  | Certificate of Formation of CBL & Associates HoldCo II, LLC (incorporated by reference to Exhibit T3A.65 to the Initial Filing)
Exhibit T3A.66 |  | Certificate of Formation of CBL Lebcon HoldCo LP, LLC
Exhibit T3A.67 |  | Certificate of Formation of CBL Lebcon I HoldCo LP, LLC
Exhibit T3A.68 |  | Certificate of Limited Partnership of Arbor Place Limited Partnership
Exhibit T3A.69 |  | Articles of Organization of Asheville, LLC
Exhibit T3A.70 |  | Certificate of Partnership of Brookfield Square Joint Venture
Exhibit T3A.71 |  | Articles of Organization of CBL CoolSprings Crossing HoldCo GP, LLC
Exhibit T3A.72 |  | Certificate of Formation of CBL Mayfaire Hotel Member, LLC
Exhibit T3A.73 |  | Certificate of Formation of CBL/Brookfield I, LLC
Exhibit T3A.74 |  | Certificate of Formation of CBL/Brookfield II, LLC
Exhibit T3A.75 |  | Certificate of Formation of CBL/Eastgate I, LLC

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Exhibit T3A.76 |  | Certificate of Formation of CBL/Eastgate II, LLC
Exhibit T3A.77 |  | Certificate of Formation of CBL/Eastgate Mall, LLC
Exhibit T3A.78 |  | Certificate of Formation of CBL/Fayette I, LLC
Exhibit T3A.79 |  | Certificate of Formation of CBL/Fayette II, LLC
Exhibit T3A.80 |  | Articles of Incorporation of CBL/GP Cary, Inc.
Exhibit T3A.81 |  | Articles of Incorporation CBL/GP II, Inc.
Exhibit T3A.82 |  | Charter of CBL/GP VI, Inc.
Exhibit T3A.83 |  | Articles of Incorporation of CBL/GP, Inc.
Exhibit T3A.84 |  | Articles of Organization of CBL/Gulf Coast, LLC
Exhibit T3A.85 |  | Certificate of Formation of CBL/J I, LLC
Exhibit T3A.86 |  | Certificate of Formation of CBL/J II, LLC
Exhibit T3A.87 |  | Certificate of Organization of CBL/Monroeville Expansion I, LLC
Exhibit T3A.88 |  | Certificate of Organization of CBL/Monroeville Expansion II, LLC
Exhibit T3A.89 |  | Certificate of Organization of CBL/Monroeville Expansion III, LLC
Exhibit T3A.90 |  | Certificate of Limited Partnership of CBL/Monroeville Expansion Partner, L.P.
Exhibit T3A.91 |  | Certificate of Limited Partnership of CBL/Monroeville Expansion, L.P.
Exhibit T3A.92 |  | Not Applicable.
Exhibit T3A.93 |  | Certificate of Organization of CBL/Monroeville II, LLC
Exhibit T3A.94 |  | Certificate of Organization of CBL/Monroeville III, LLC
Exhibit T3A.95 |  | Certificate of Limited Partnership of CBL/Monroeville Partner, L.P.
Exhibit T3A.96 |  | Not Applicable.
Exhibit T3A.97 |  | Certificate of Limited Partnership of CBL/Nashua Limited Partnership
Exhibit T3A.98 |  | Amendments to Certificate of Limited Partnership of CBL/Nashua Limited Partnership
Exhibit T3A.99 |  | Certificate of Formation of CBL/Old Hickory I, LLC
Exhibit T3A.100 |  | Certificate of Formation of CBL/Old Hickory II, LLC
Exhibit T3A.101 |  | Articles of Organization of CBL/Park Plaza GP, LLC
Exhibit T3A.102 |  | Certificate of Formation of CBL/Park Plaza Mall, LLC

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Exhibit T3A.103 |  | Certificate of Limited Partnership of CBL/Park Plaza, Limited Partnership
Exhibit T3A.104 |  | Certificate of Formation of CBL/Parkdale Crossing GP, LLC
Exhibit T3A.105 |  | Certificate of Formation of CBL/Parkdale Mall GP, LLC
Exhibit T3A.106 |  | Certificate of Organization of CBL/Parkdale, LLC
Exhibit T3A.107 |  | Articles of Incorporation-For Profit of CBL/Stroud, Inc.
Exhibit T3A.108 |  | Amendments and Supplements to Articles of Incorporation of CBL/Stroud, Inc.
Exhibit T3A.109 |  | Articles of Incorporation-For Profit of CBL/York, Inc.
Exhibit T3A.110 |  | Amendments and Supplements to Articles of Incorporation of CBL/York, Inc.
Exhibit T3A.111 |  | Articles of Organization of CBL-840 GC, LLC
Exhibit T3A.112 |  | Articles of Organization of Cross Creek Anchor S GP, LLC
Exhibit T3A.113 |  | Certificate of Formation of Dakota Square Mall CMBS, LLC
Exhibit T3A.114 |  | Certificate of Formation of Dunite Acquisitions, LLC
Exhibit T3A.115 |  | Amended and Restated Certificate of General Partnership of Eastgate Company
Exhibit T3A.116 |  | Modification No. One to Amended and Restated Certificate of General Partnership of Eastgate Company
Exhibit T3A.117 |  | Articles of Organization of Eastland Holding I, LLC
Exhibit T3A.118 |  | Articles of Organization of Eastland Holding II, LLC
Exhibit T3A.119 |  | Articles of Amendment of Eastland Holding II, LLC
Exhibit T3A.120 |  | Certificate of Formation of Eastland Mall, LLC
Exhibit T3A.121 |  | Articles of Organization of Eastland Member, LLC
Exhibit T3A.122 |  | Certificate of Trust and Declaration of Trust of Harford Mall Business Trust
Exhibit T3A.123 |  | Amendment to Harford Mall Business Trust Certificate of Trust and Amendment to Harford Mall Business Trust Declaration of Trust
Exhibit T3A.124 |  | Articles of Organization of IV Commons, LLC
Exhibit T3A.125 |  | Articles of Organization of IV Outparcels, LLC
Exhibit T3A.126 |  | Organization/Registration of Limited Liability Company of JG Gulf Coast Town Center LLC
Exhibit T3A.127 |  | Certificate of Amendment/Restatement/Correction of JG Gulf Coast Town Center LLC
Exhibit T3A.128 |  | Articles of Organization of Laurel Park Retail Holding LLC

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Exhibit T3A.129 |  | Certificate of Formation of Laurel Park Retail Properties LLC
Exhibit T3A.130 |  | Certificate of Merger of Laurel Park Retail Properties LLC
Exhibit T3A.131 |  | Restated Certificate of Limited Partnership of Meridian Mall Limited Partnership
Exhibit T3A.132 |  | Certificate of Formation of Mid Rivers Land LLC
Exhibit T3A.133 |  | Certificate of Merger of Mid Rivers Land LLC
Exhibit T3A.134 |  | Certificate of Formation of Mid Rivers Mall CMBS, LLC
Exhibit T3A.135 |  | Certificate of Limited Partnership of Monroeville Anchor Limited Partnership
Exhibit T3A.136 |  | Certificate of Formation of Mortgage Holdings, LLC
Exhibit T3A.137 |  | Certificate of Formation of Multi-GP Holdings, LLC
Exhibit T3A.138 |  | Certificate of Formation of Northpark Mall/Joplin, LLC
Exhibit T3A.139 |  | Amended and Restated Certificate of Partnership Transacting Business Under Fictitious Name of Old Hickory Mall Venture
Exhibit T3A.140 |  | Amended and Restated Certificate of Formation of Old Hickory Mall Venture II, LLC
Exhibit T3A.141 |  | Certificate of Limited Partnership of Parkdale Crossing Limited Partnership
Exhibit T3A.142 |  | Certificate of Amendment of Parkdale Crossing Limited Partnership
Exhibit T3A.143 |  | Amended and Restated Certificate of Limited Partnership of Parkdale Mall Associates, L.P.
Exhibit T3A.144 |  | Amended and Restated Certificate of Limited Partnership of Parkway Place Limited Partnership
Exhibit T3A.145 |  | Certificate of Formation of Parkway Place SPE, LLC
Exhibit T3A.146 |  | Certificate of Limited Partnership of Seacoast Shopping Center Limited Partnership
Exhibit T3A.147 |  | Amendment No. One to Certificate of Limited Partnership of Seacoast Shopping Center Limited Partnership
Exhibit T3A.148 |  | Certificate of Formation of South County Shoppingtown LLC
Exhibit T3A.149 |  | Certificate of Formation of St. Clair Square SPE, LLC
Exhibit T3A.150 |  | Certificate of Organization of Stroud Mall, LLC
Exhibit T3A.151 |  | Certificate of Amendment of Stroud Mall, LLC
Exhibit T3A.152 |  | Articles of Organization of Tenn-GP Holdings, LLC
Exhibit T3A.153 |  | Certificate of Incorporation of Volusia Mall GP, Inc. (f/k/a Cortlandt Towne Center, Inc.)

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Exhibit T3A.154 |  | Certificates of Amendment of Volusia Mall GP, Inc. (f/k/a Cortlandt Towne Center, Inc.)
Exhibit T3A.155 |  | Certificate of Limited Partnership of Volusia Mall Limited Partnership (f/k/a Cortlandt Towne Center Limited Partnership)
Exhibit T3A.156 |  | Certificates of Amendment of the Certificate of Limited Partnership of Volusia Mall Limited Partnership (f/k/a Cortlandt Towne Center Limited Partnership)
Exhibit T3A.157 |  | Certificate of Limited Partnership of WestGate Mall Limited Partnership
Exhibit T3A.158 |  | Certificate of Limited Partnership of York Galleria Limited Partnership
Exhibit T3A.159 |  | Amendment to Certificate of Limited Partnership of York Galleria Limited Partnership
Exhibit T3A.160 |  | Certificate of Formation of 2030 Insurance, LLC
Exhibit T3A.161 |  | Certificate of Formation of Acadiana Outparcel, LLC
Exhibit T3A.162 |  | Certificate of Formation of Madison OP Outparcel Ground, LLC
Exhibit T3B.1 |  | Operating Agreement of Alamance Crossing, LLC (incorporated by reference to Exhibit T3B.1 to the Initial Filing)
Exhibit T3B.2 |  | Modification No. One to Operating Agreement of Alamance Crossing, LLC (incorporated by reference to Exhibit T3B.2 to the Initial Filing)
Exhibit T3B.3 |  | Fourth Amended and Restated Agreement of Limited Partnership of CBL & Associates Limited Partnership (incorporated by reference to Exhibit 10.1.1 to the Annual Report on Form 10-K of CBL & Associates Properties, Inc., for the fiscal year ended December 31, 2020)
Exhibit T3B.4 |  | Bylaws of CBL & Associates Management, Inc. (incorporated by reference to Exhibit T3B.4 to the Initial Filing)
Exhibit T3B.5 |  | Amendment to the Bylaws of CBL & Associates Management, Inc. (incorporated by reference to Exhibit T3B.5 to the Initial Filing)
Exhibit T3B.6 |  | Third Amended and Restated Bylaws of CBL & Associates Properties, Inc. (incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K of CBL & Associates Properties, Inc., for the fiscal year ended December 31, 2020)
Exhibit T3B.7 |  | Amendment to Third Amended and Restated Bylaws of CBL & Associates Properties, Inc. (incorporated by reference to Exhibit T3B.7 to the Initial Filing)
Exhibit T3B.8 |  | Amended and Restated Limited Liability Company Agreement of CBL Ambassador Member, LLC (incorporated by reference to Exhibit T3B.8 to the Initial Filing)
Exhibit T3B.9 |  | First Amendment to Amended and Restated Limited Liability Company Agreement of CBL Ambassador Member, LLC (incorporated by reference to Exhibit T3B.9 to the Initial Filing)
Exhibit T3B.10 |  | Limited Liability Company Agreement of CBL BI Developments II Member, LLC (incorporated by reference to Exhibit T3B.10 to the Initial Filing)
Exhibit T3B.11 |  | Limited Liability Company Agreement of CBL BI Developments Member, LLC (incorporated by reference to Exhibit T3B.11 to the Initial Filing)

42

Exhibit T3B.12 |  | Limited Liability Company Agreement of CBL Brookfield Sears & Street Shops HoldCo, LLC
Exhibit T3B.13 |  | Limited Liability Company Agreement of CBL Center HoldCo, LLC
Exhibit T3B.14 |  | Limited Liability Company Agreement of CBL Eagle Point Member, LLC (incorporated by reference to Exhibit T3B.14 to the Initial Filing)
Exhibit T3B.15 |  | Limited Liability Company Agreement of CBL El Paso Member, LLC (incorporated by reference to Exhibit T3B.15 to the Initial Filing)
Exhibit T3B.16 |  | Modification No. One and Modification No. Two to Limited Liability Company Agreement of CBL El Paso Member, LLC (incorporated by reference to Exhibit T3B.16 to the Initial Filing)
Exhibit T3B.17 |  | Limited Liability Company Agreement of CBL El Paso Outparcel Member, LLC (incorporated by reference to Exhibit T3B.17 to the Initial Filing)
Exhibit T3B.18 |  | Limited Liability Company Agreement of CBL Fremaux Member, LLC (incorporated by reference to Exhibit T3B.18 to the Initial Filing)
Exhibit T3B.19 |  | Limited Liability Company Agreement of CBL Gettysburg Member, LLC (f/k/a CBL Mezz Member, LLC) (incorporated by reference to Exhibit T3B.19 to the Initial Filing)
Exhibit T3B.20 |  | Modification No. One to Limited Liability Company Agreement of CBL Gettysburg Member, LLC (f/k/a CBL Mezz Member, LLC) (incorporated by reference to Exhibit T3B.20 to the Initial Filing)
Exhibit T3B.21 |  | Limited Liability Company Agreement of CBL HP Hotel Member, LLC (incorporated by reference to Exhibit T3B.21 to the Initial Filing)
Exhibit T3B.22 |  | Limited Liability Company Agreement of CBL Jarnigan HoldCo, LLC
Exhibit T3B.23 |  | Limited Liability Company Agreement of CBL Laredo Member, LLC (incorporated by reference to Exhibit T3B.23 to the Initial Filing)
Exhibit T3B.24 |  | Limited Liability Company Agreement of CBL Lebcon HoldCo, LLC
Exhibit T3B.25 |  | Limited Liability Company Agreement of CBL Lebcon I HoldCo, LLC
Exhibit T3B.26 |  | Limited Liability Company Agreement of CBL Louisville Member, LLC (incorporated by reference to Exhibit T3B.26 to the Initial Filing)
Exhibit T3B.27 |  | Modification No. One to Limited Liability Company Agreement of CBL Louisville Member, LLC (incorporated by reference to Exhibit T3B.27 to the Initial Filing)
Exhibit T3B.28 |  | Limited Liability Company Agreement of CBL Louisville Outparcel Member, LLC (incorporated by reference to Exhibit T3B.28 to the Initial Filing)
Exhibit T3B.29 |  | Limited Liability Company Agreement of CBL Management HoldCo, LLC
Exhibit T3B.30 |  | Limited Liability Company Agreement of CBL Outparcel HoldCo, LLC

43

Exhibit T3B.31 |  | Limited Liability Company Agreement of CBL Statesboro Member, LLC (incorporated by reference to Exhibit T3B.31 to the Initial Filing)
Exhibit T3B.32 |  | Limited Liability Company Agreement of CBL Terrace HoldCo, LLC
Exhibit T3B.33 |  | Limited Liability Company Agreement of CBL Woodstock Member, LLC (incorporated by reference to Exhibit T3B.33 to the Initial Filing)
Exhibit T3B.34 |  | Limited Liability Company Agreement of CBL Woodstock Outparcel Member, LLC (incorporated by reference to Exhibit T3B.34 to the Initial Filing)
Exhibit T3B.35 |  | Bylaws of CBL/GP V, Inc. (incorporated by reference to Exhibit T3B.35 to the Initial Filing)
Exhibit T3B.36 |  | Limited Liability Company Agreement of CBL/Kentucky Oaks, LLC (incorporated by reference to Exhibit T3B.36 to the Initial Filing)
Exhibit T3B.37 |  | Operating Agreement of CBL/MSC II, LLC (incorporated by reference to Exhibit T3B.37 to the Initial Filing)
Exhibit T3B.38 |  | Operating Agreement of CBL/MSC, LLC (incorporated by reference to Exhibit T3B.38 to the Initial Filing)
Exhibit T3B.39 |  | Amended and Restated Agreement of Limited Partnership of CBL/Parkdale Crossing, L.P. (incorporated by reference to Exhibit T3B.39 to the Initial Filing)
Exhibit T3B.40 |  | Limited Liability Company Agreement of CBL/Penn Investments, LLC (incorporated by reference to Exhibit T3B.40 to the Initial Filing)
Exhibit T3B.41 |  | Limited Liability Company Agreement of CBL/York Town Center GP, LLC (incorporated by reference to Exhibit T3B.41 to the Initial Filing)
Exhibit T3B.42 |  | Limited Liability Company Agreement of CBL/York Town Center, LLC
Exhibit T3B.43 |  | Limited Liability Company Agreement of CBL-D’Iberville Member, LLC (incorporated by reference to Exhibit T3B.43 to the Initial Filing)
Exhibit T3B.44 |  | Modification No. One and Modification No. Two to Limited Liability Company Agreement of CBL-D’Iberville Member, LLC (incorporated by reference to Exhibit T3B.44 to the Initial Filing)
Exhibit T3B.45 |  | Operating Agreement of CBL-TRS Member I, LLC
Exhibit T3B.46 |  | Amended and Restated Limited Liability Company Agreement of Cross Creek Mall, LLC (incorporated by reference to Exhibit T3B.46 to the Initial Filing)
Exhibit T3B.47 |  | First Amended and Restated Limited Liability Company Agreement of CW Joint Venture, LLC (incorporated by reference to Exhibit T3B.47 to the Initial Filing)
Exhibit T3B.48 |  | Amendments to First Amended and Restated Limited Liability Company Agreement of CW Joint Venture, LLC (incorporated by reference to Exhibit T3B.48 to the Initial Filing)

44

Exhibit T3B.49 |  | Bylaws of Development Options, Inc. (incorporated by reference to Exhibit T3B.49 to the Initial Filing)
Exhibit T3B.50 |  | Amended and Restated Limited Liability Company Agreement of Hammock Landing/West Melbourne, LLC (incorporated by reference to Exhibit T3B.50 to the Initial Filing)
Exhibit T3B.51 |  | Agreement of Limited Partnership of Henderson Square Limited Partnership (incorporated by reference to Exhibit T3B.51 to the Initial Filing)
Exhibit T3B.52 |  | Amended and Restated Limited Liability Company Agreement of Jefferson Mall Company II, LLC (incorporated by reference to Exhibit T3B.52 to the Initial Filing)
Exhibit T3B.53 |  | Third Amended and Restated Partnership Agreement of Lexington Joint Venture (incorporated by reference to Exhibit T3B.53 to the Initial Filing)
Exhibit T3B.54 |  | Modification No. One to Third Amended and Restated Partnership Agreement of Lexington Joint Venture (incorporated by reference to Exhibit T3B.54 to the Initial Filing)
Exhibit T3B.55 |  | Agreement of Limited Partnership of Montgomery Partners, L.P. (incorporated by reference to Exhibit T3B.55 to the Initial Filing)
Exhibit T3B.56 |  | Amended and Restated Limited Liability Company Agreement of North Charleston Joint Venture II, LLC (incorporated by reference to Exhibit T3B.56 to the Initial Filing)
Exhibit T3B.57 |  | Amended and Restated Limited Liability Company Agreement of Oak Park Holding I, LLC (incorporated by reference to Exhibit T3B.57 to the Initial Filing)
Exhibit T3B.58 |  | Amended and Restated Limited Liability Company Agreement of Parkdale Mall, LLC (incorporated by reference to Exhibit T3B.58 to the Initial Filing)
Exhibit T3B.59 |  | Modification No. One to Amended and Restated Limited Liability Company Agreement of Parkdale Mall, LLC (incorporated by reference to Exhibit T3B.59 to the Initial Filing)
Exhibit T3B.60 |  | Amended and Restated Limited Liability Company Agreement of Port Orange Holdings II, LLC
Exhibit T3B.61 |  | Operating Agreement of Southpark Mall, LLC (incorporated by reference to Exhibit T3B.61 to the Initial Filing)
Exhibit T3B.62 |  | Modification to Operating Agreement of Southpark Mall, LLC (incorporated by reference to Exhibit T3B.62 to the Initial Filing)
Exhibit T3B.63 |  | Amended and Restated Agreement of Limited Partnership of The Galleria Associates, L.P. (incorporated by reference to Exhibit T3B.63 to the Initial Filing)
Exhibit T3B.64 |  | Modification of Amended and Restated Agreement of Limited Partnership of The Galleria Associates, L.P. (incorporated by reference to Exhibit T3B.64 to the Initial Filing)
Exhibit T3B.65 |  | Limited Liability Company Agreement of The Pavilion at Port Orange, LLC (incorporated by reference to Exhibit T3B.65 to the Initial Filing)

45

Exhibit T3B.66 |  | Limited Liability Company Agreement of Volusia Mall Member SPE, LLC
Exhibit T3B.67 |  | Limited Liability Company Agreement of WestGate Mall II, LLC (incorporated by reference to Exhibit T3B.67 to the Initial Filing)
Exhibit T3B.68 |  | Limited Liability Company Agreement of CBL & Associates HoldCo II, LLC (incorporated by reference to Exhibit T3B.68 to the Initial Filing)
Exhibit T3B.69 |  | Limited Liability Company Agreement of CBL Lebcon HoldCo LP, LLC
Exhibit T3B.70 |  | Limited Liability Company Agreement of CBL Lebcon I HoldCo LP, LLC
Exhibit T3B.71 |  | Agreement of Limited Partnership of Arbor Place Limited Partnership
Exhibit T3B.72 |  | Assignment of Partnership Interest of Arbor Place Limited Partnership
Exhibit T3B.73 |  | Partnership Interest Purchase Agreement of Arbor Place Limited Partnership
Exhibit T3B.74 |  | Operating Agreement of Asheville, LLC
Exhibit T3B.75 |  | Modification No. One to Operating Agreement of Asheville, LLC
Exhibit T3B.76 |  | Amended and Restated Partnership Agreement of Brookfield Square Joint Venture
Exhibit T3B.77 |  | Amendment to Amended and Restated Partnership Agreement of Brookfield Square Joint Venture
Exhibit T3B.78 |  | Limited Liability Company Agreement of CBL CoolSprings Crossing HoldCo GP, LLC
Exhibit T3B.79 |  | Not Applicable.
Exhibit T3B.80 |  | Limited Liability Company Agreement of CBL/Brookfield I, LLC
Exhibit T3B.81 |  | Amendment to Limited Liability Company Agreement of CBL/Brookfield I, LLC
Exhibit T3B.82 |  | Limited Liability Company Agreement of CBL/Brookfield II, LLC
Exhibit T3B.83 |  | Limited Liability Company Agreement of CBL/Eastgate I, LLC
Exhibit T3B.84 |  | Amendment to Limited Liability Company Agreement of CBL/Eastgate I, LLC
Exhibit T3B.85 |  | Limited Liability Company Agreement of CBL/Eastgate II, LLC
Exhibit T3B.86 |  | Amendment to Limited Liability Company Agreement of CBL/Eastgate II, LLC
Exhibit T3B.87 |  | Amended and Restated Limited Liability Company Agreement of CBL/Eastgate Mall, LLC
Exhibit T3B.88 |  | Limited Liability Company Agreement of CBL/Fayette I, LLC
Exhibit T3B.89 |  | Limited Liability Company Agreement of CBL/Fayette II, LLC
Exhibit T3B.90 |  | Bylaws of CBL/GP Cary, Inc.

46

Exhibit T3B.91 |  | Bylaws of CBL/GP II, Inc.
Exhibit T3B.92 |  | Bylaws of CBL/GP VI, Inc.
Exhibit T3B.93 |  | Bylaws of CBL/GP, Inc.
Exhibit T3B.94 |  | Operating Agreement CBL/Gulf Coast, LLC
Exhibit T3B.95 |  | Limited Liability Company Agreement of CBL/J I, LLC
Exhibit T3B.96 |  | Limited Liability Company Agreement of CBL/J II, LLC
Exhibit T3B.97 |  | Amendment to Limited Liability Company Agreement of CBL/J II, LLC Exhibit
Exhibit T3B.98 |  | Limited Liability Company Agreement of CBL/Monroeville Expansion I, LLC
Exhibit T3B.99 |  | Limited Liability Company Agreement of CBL/Monroeville Expansion II, LLC
Exhibit T3B.100 |  | Limited Liability Company Agreement of CBL/Monroeville Expansion III, LLC
Exhibit T3B.101 |  | Agreement of Limited Partnership of CBL/Monroeville Expansion Partner, L.P.
Exhibit T3B.102 |  | Agreement of Limited Partnership of CBL/Monroeville Expansion, L.P.
Exhibit T3B.103 |  | Not Applicable.
Exhibit T3B.104 |  | Limited Liability Company Agreement of CBL/Monroeville II, LLC
Exhibit T3B.105 |  | Limited Liability Company Agreement of CBL/Monroeville III, LLC
Exhibit T3B.106 |  | Agreement of Limited Partnership of CBL/Monroeville Partner, L.P.
Exhibit T3B.107 |  | Not Applicable.
Exhibit T3B.108 |  | Fourth Amended and Restated Agreement of Limited Partnership of CBL/Nashua Limited Partnership
Exhibit T3B.109 |  | Assignment of Fourth Amended and Restated Agreement of Limited Partnership of CBL/Nashua Limited Partnership
Exhibit T3B.110 |  | Limited Liability Company Agreement of CBL/Old Hickory I, LLC
Exhibit T3B.111 |  | Limited Liability Company Agreement of CBL/Old Hickory II, LLC
Exhibit T3B.112 |  | Limited Liability Company Agreement of CBL/Park Plaza GP, LLC
Exhibit T3B.113 |  | Assignment of Limited Liability Company Agreement of CBL/Park Plaza GP, LLC
Exhibit T3B.114 |  | Amended and Restated Limited Liability Company Agreement of CBL/Park Plaza Mall, LLC
Exhibit T3B.115 |  | Agreement of Limited Partnership of CBL/Park Plaza, Limited Partnership

47

Exhibit T3B.116 |  | Amendment and Assignment of Limited Partnership of CBL/Park Plaza, Limited Partnership
Exhibit T3B.117 |  | Amended and Restated Limited Liability Company Agreement of CBL/Parkdale Crossing GP, LLC
Exhibit T3B.118 |  | Second Amended and Restated Limited Liability Company Agreement of CBL/Parkdale Mall GP, LLC
Exhibit T3B.119 |  | Amended and Restated Limited Liability Company Regulations of CBL/Parkdale, LLC
Exhibit T3B.120 |  | Bylaws of CBL/Stroud, Inc.
Exhibit T3B.121 |  | Bylaws of CBL/York, Inc.
Exhibit T3B.122 |  | Operating Agreement of CBL-840 GC, LLC
Exhibit T3B.123 |  | Limited Liability Company of Cross Creek Anchor S GP, LLC
Exhibit T3B.124 |  | Amended and Restated Limited Liability Company Agreement of Dakota Square Mall CMBS, LLC
Exhibit T3B.125 |  | Limited Liability Company of Dunite Acquisitions, LLC
Exhibit T3B.126 |  | Transfer of Ownership of Dunite Acquisitions, LLC
Exhibit T3B.127 |  | Second Amended and Restated Partnership Agreement of Eastgate Company
Exhibit T3B.128 |  | Amendment to Second Amended and Restated Partnership Agreement of Eastgate Company
Exhibit T3B.129 |  | Amended and Restated Limited Liability Company Agreement of Eastland Holding I, LLC
Exhibit T3B.130 |  | Limited Liability Company Agreement of Eastland Holding II, LLC
Exhibit T3B.131 |  | Third Amended and Restated Limited Liability Company Agreement of Eastland Mall, LLC
Exhibit T3B.132 |  | Amended and Restated Limited Liability Company Agreement of Eastland Member, LLC
Exhibit T3B.133 |  | Bylaws of Harford Mall Business Trust
Exhibit T3B.134 |  | Limited Liability Company Agreement of IV Commons, LLC
Exhibit T3B.135 |  | Operating Agreement of IV Outparcels, LLC
Exhibit T3B.136 |  | Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC
Exhibit T3B.137 |  | Amendment and Assignment to Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC

48

Exhibit T3B.138 |  | Second Amended and Restated Operating Agreement of Laurel Park Retail Holding LLC
Exhibit T3B.139 |  | Assignment of Second Amended and Restated Operating Agreement of Laurel Park Retail Holding LLC
Exhibit T3B.140 |  | Amended and Restated Limited Liability Company Agreement of Laurel Park Retail Properties LLC
Exhibit T3B.141 |  | Amendment to Amended and Restated Limited Liability Company Agreement of Laurel Park Retail Properties LLC
Exhibit T3B.142 |  | Amended and Restated Agreement of Limited Partnership of Meridian Mall Limited Partnership
Exhibit T3B.143 |  | Assignment of Amended and Restated Agreement of Limited Partnership of Meridian Mall Limited Partnership
Exhibit T3B.144 |  | Amended and Restated Limited Liability Company Agreement of Mid Rivers Land LLC
Exhibit T3B.145 |  | Amendment and Assignment of Amended and Restated Limited Liability Company Agreement of Mid Rivers Land LLC
Exhibit T3B.146 |  | Amended and Restated Limited Liability Company Agreement of Mid Rivers Mall CMBS, LLC
Exhibit T3B.147 |  | Agreement of Limited Partnership of Monroeville Anchor Limited Partnership
Exhibit T3B.148 |  | Limited Liability Company Agreement of Mortgage Holdings, LLC
Exhibit T3B.149 |  | Limited Liability Company Agreement of Multi-GP Holdings, LLC
Exhibit T3B.150 |  | Amended and Restated Limited Liability Company Agreement of Northpark Mall/Joplin, LLC
Exhibit T3B.151 |  | Second Amended and Restated Partnership Agreement of Old Hickory Mall Venture
Exhibit T3B.152 |  | Amended and Restated Limited Liability Company Agreement of Old Hickory Mall Venture II, LLC
Exhibit T3B.153 |  | Agreement of Limited Partnership of Parkdale Crossing Limited Partnership
Exhibit T3B.154 |  | Amendment and Assignment of Agreement of Limited Partnership of Parkdale Crossing Limited Partnership
Exhibit T3B.155 |  | Third Amended and Restated Agreement of Limited Partnership of Parkdale Mall Associates, L.P.
Exhibit T3B.156 |  | Amendment to Third Amended and Restated Agreement of Limited Partnership of Parkdale Mall Associates, L.P.
Exhibit T3B.157 |  | Second Amended and Restated Agreement of Limited Partnership of Parkway Place Limited Partnership

49

Exhibit T3B.158 |  | Assignment of Second Amended and Restated Agreement of Limited Partnership of Parkway Place Limited Partnership
Exhibit T3B.159 |  | Amended and Restated Limited Liability Company Agreement of Parkway Place SPE, LLC
Exhibit T3B.160 |  | Third Amended and Restated Agreement of Limited Partnership of Seacoast Shopping Center Limited Partnership
Exhibit T3B.161 |  | Assignment and Amendment of Third Amended and Restated Agreement of Limited Partnership of Seacoast Shopping Center Limited Partnership
Exhibit T3B.162 |  | Amended and Restated Limited Liability Company Agreement of South County Shoppingtown LLC
Exhibit T3B.163 |  | Amended and Restated Limited Liability Company Agreement of St. Clair Square SPE, LLC
Exhibit T3B.164 |  | Second Amended and Restated Limited Liability Company Agreement of Stroud Mall, LLC
Exhibit T3B.165 |  | Limited Liability Company Agreement of Tenn-GP Holdings, LLC
Exhibit T3B.166 |  | Bylaws of Volusia Mall GP, Inc.
Exhibit T3B.167 |  | Agreement of Limited Partnership of Volusia Mall Limited Partnership
Exhibit T3B.168 |  | Assignment and Amendment to Agreement of Limited Partnership of Volusia Mall Limited Partnership
Exhibit T3B.169 |  | Agreement of Limited Partnership of WestGate Mall Limited Partnership
Exhibit T3B.170 |  | Amendment to Agreement of Limited Partnership of WestGate Mall Limited Partnership
Exhibit T3B.171 |  | Amended and Restated Agreement of Limited Partnership of York Galleria Limited Partnership
Exhibit T3B.172 |  | Limited Liability Company Agreement of 2030 Insurance, LLC
Exhibit T3B.173 |  | Limited Liability Company Agreement of Acadiana Outparcel, LLC
Exhibit T3B.174 |  | Limited Liability Company Agreement of Madison OP Outparcel Ground, LLC
Exhibit T3B.175 |  | Omnibus Amendment to the Governing Agreements of Certain Guarantors
Exhibit T3C.1 |  | Form of New Notes Indenture of CBL & Associates HoldCo II, LLC, the guarantors named therein and the trustee and collateral agent for the 10.0% New Senior Secured Notes due 2029 (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by CBL & Associates Properties, Inc. on October 18, 2021).*
Exhibit T3C.2 |  | Form of New Convertible Notes Indenture of CBL & Associates HoldCo II, LLC, the guarantors named therein and the trustee and collateral agent for the 7.0% New Convertible Notes due 2028 (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K filed by CBL & Associates Properties, Inc. on October 18, 2021).*
Exhibit T3D.1 |  | Not Applicable.
Exhibit T3E.1 |  | Amended Disclosure Statement relating to the Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and its Affiliated Debtors, dated May 26, 2021 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by CBL & Associates Properties, Inc. on May 26, 2021).**

50

Exhibit T3E.2 |  | Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and its Affiliated Debtors, dated May 26, 2021 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by CBL & Associates Properties, Inc. on May 26, 2021).**
Exhibit T3F.1 |  | Cross-reference sheet showing the location in the New Notes Indenture of the provisions inserted therein pursuant to Section 310 through 318(a), inclusive, of the Trust Indenture Act of 1939 (included in Exhibit T3C.1 hereto).*
Exhibit T3F.2 |  | Cross-reference sheet showing the location in the New Convertible Notes Indenture of the provisions inserted therein pursuant to Section 310 through 318(a), inclusive, of the Trust Indenture Act of 1939 (included in Exhibit T3C.2 hereto).*
Exhibit 25.1 |  | Statement of Eligibility and Qualification on Form T-1 of the trustee under the New Notes Indenture to be qualified.*
Exhibit 25.2 |  | Not Applicable.
Exhibit 99.1 |  | Affiliates of the Applicants as of the date of this Application (incorporated by reference to Exhibit 99.1 to the Initial Filing).
Exhibit 99.2 |  | Affiliates of the Applicants as of the Plan Effective Date.

* | Filed herewith.

** | Incorporated by reference.

[SIGNATURE PAGES FOLLOW.]

51

SIGNATURES

CBL/GP V, INC.

DEVELOPMENT OPTIONS, INC.

By the following who serve as the Board of Directors of each of the above listed corporations:

/s/ Charles B. Lebovitz
Charles B. Lebovitz
/s/ Stephen D. Lebovitz
Stephen D. Lebovitz

HARFORD MALL BUSINESS TRUST

By its Board of Trustees:

/s/ Charles B. Lebovitz
Charles B. Lebovitz
/s/ Stephen D. Lebovitz
Stephen D. Lebovitz

CBL & ASSOCIATES HOLDCO II, LLC

By: CBL & Associates Limited Partnership, its sole member and chief manager

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

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

CBL & ASSOCIATES PROPERTIES, INC.
By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

52

CBL & ASSOCIATES LIMITED PARTNERSHIP
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

CBL & ASSOCIATES MANAGEMENT, INC.

By: CBL & Associates Limited Partnership, its sole shareholder

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

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

CBL BI DEVELOPMENTS II MEMBER, LLC
CBL BI DEVELOPMENTS MEMBER, LLC
CBL EL PASO OUTPARCEL MEMBER, LLC
CBL LOUISVILLE OUTPARCEL MEMBER, LLC
CBL WOODSTOCK OUTPARCEL MEMBER, LLC
CBL/MSC II, LLC
PORT ORANGE HOLDINGS II, LLC

By: CBL & Associates Management, Inc., as the sole member of each of the above listed limited liability companies

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

53

ALAMANCE CROSSING, LLC
CBL EL PASO MEMBER, LLC
CBL FREMAUX MEMBER, LLC
CBL GETTYSBURG MEMBER, LLC
CBL HP HOTEL MEMBER, LLC
CBL LAREDO MEMBER, LLC
CBL LOUISVILLE MEMBER, LLC
CBL WOODSTOCK MEMBER, LLC
CBL/MSC, LLC
CBL/PENN INVESTMENTS, LLC
CBL/YORK TOWN CENTER GP, LLC
JEFFERSON MALL COMPANY II, LLC
NORTH CHARLESTON JOINT VENTURE II, LLC
CROSS CREEK ANCHOR S GP, LLC

By: |  | CBL & Associates Limited Partnership, as the sole member of each of the above listed limited liability companies

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

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

BROOKFIELD SQUARE JOINT VENTURE, an Ohio general partnership
By: |  | CBL/Brookfield I, LLC, its Managing Partner
By: |  | CBL/J I, LLC, its Chief Manager
By: |  | CBL & Associates Limited Partnership, its chief manager
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

54

CBL AMBASSADOR MEMBER, LLC CBL EAGLE POINT MEMBER, LLC OAK PARK HOLDING I, LLC ASHEVILLE, LLC CBL/GULF COAST, LLC CBL/J I, LLC CBL/J II, LLC CBL/MONROEVILLE EXPANSION I, LLC CBL/MONROEVILLE EXPANSION II, LLC CBL/MONROEVILLE EXPANSION III, LLC CBL/MONROEVILLE II, LLC CBL/MONROEVILLE III, LLC CBL/PARKDALE CROSSING GP, LLC CBL/PARKDALE MALL GP, LLC CBL/PARKDALE, LLC CBL/YORK TOWN CENTER, LLC CBL-TRS MEMBER I, LLC DAKOTA SQUARE MALL CMBS, LLC EASTLAND HOLDING I, LLC EASTLAND HOLDING II, LLC EASTLAND MALL, LLC EASTLAND MEMBER, LLC IV COMMONS, LLC LAUREL PARK RETAIL PROPERTIES LLC LAUREL PARK RETAIL HOLDING LLC MID RIVERS LAND LLC MID RIVERS MALL CMBS, LLC MORTGAGE HOLDINGS, LLC MULTI-GP HOLDINGS, LLC NORTHPARK MALL/JOPLIN, LLC

By: |  | CBL & Associates Limited Partnership as the chief manager of the above listed limited liability companies
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

55

THE GALLERIA ASSOCIATES, L.P.

By: CBL & Associates Limited Partnership, its general partner

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

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

CBL STATESBORO MEMBER, LLC
CBL/KENTUCKY OAKS, LLC
CBL-D’IBERVILLE MEMBER, LLC
HAMMOCK LANDING/WEST MELBOURNE, LLC
THE PAVILION AT PORT ORANGE, LLC
By: |  | CBL & Associates Limited Partnership, as the chief manager of each of the above listed chief manager-managed limited liability companies
By: |  | CBL Holdings I, Inc., its general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

CROSS CREEK MALL, LLC

By: Henderson Square Limited Partnership, its sole member and chief manager

By: CBL/GP, Inc., its sole general partner

By: CBL & Associates Management, Inc., its sole shareholder

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

CW JOINT VENTURE, LLC
By: |  | CBL & Associates Limited Partnership, its Manager
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

56

HENDERSON SQUARE LIMITED PARTNERSHIP

By: CBL/GP, Inc., its sole general partner

By: CBL & Associates Management, Inc., its sole shareholder

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

LEXINGTON JOINT VENTURE

By: CBL/Fayette I, LLC, its managing partner

By: CBL/J I, LLC, its chief manager

By: CBL & Associates Limited Partnership, its chief manager

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

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

MONTGOMERY PARTNERS, L.P.
By: |  | CBL/GP VI, Inc., its general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

PARKDALE MALL, LLC

By: CBL/Parkdale Mall GP, LLC, its chief manager

By: CBL & Associates Limited Partnership, its chief manager

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

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

57

SOUTHPARK MALL, LLC

By: Seacoast Shopping Center Limited Partnership, its sole member and chief manager

By: CBL & Associates Limited Partnership, its sole general partner

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

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

VOLUSIA MALL MEMBER SPE, LLC
By: |  | Volusia Mall Limited Partnership, its sole member
By: |  | Volusia Mall GP, Inc., its general partner
By: |  | CBL & Associates Management, Inc., its sole shareholder

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

WESTGATE MALL II, LLC

By: Westgate Mall Limited Partnership, its sole member and chief manager

By: CBL/GP II, Inc., its general partner

By: CBL & Associates Management, Inc., its sole shareholder

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

58

ARBOR PLACE LIMITED PARTNERSHIP
By: |  | Multi-GP Holdings, LLC, its sole general partner
By: |  | CBL & Associates Limited Partnership, its sole member and Chief Manager
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

CBL CENTER HOLDCO, LLC
CBL MANAGEMENT HOLDCO, LLC
By: |  | CBL & Associates Management, Inc., its sole member

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

CBL/BROOKFIELD I, LLC
CBL/BROOKFIELD II, LLC
CBL/FAYETTE I, LLC
CBL/FAYETTE II, LLC
By: |  | CBL/J I, LLC, its chief manager
By: |  | CBL & Associates Limited Partnership, its chief manager
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

59

CBL/EASTGATE I, LLC
CBL/EASTGATE II, LLC
CBL/OLD HICKORY I, LLC
CBL/OLD HICKORY II, LLC
CBL/REGENCY I, LLC
By: |  | CBL/J II, LLC, its chief manager
By: |  | CBL & Associates Limited Partnership, its chief manager
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

CBL/EASTGATE MALL, LLC
By: |  | Eastgate Company, its sole member and chief manager
By: |  | CBL/Eastgate I, LLC, its managing partner
By: |  | CBL/J II, LLC, its chief manager
By: |  | CBL & Associates Limited Partnership, its chief manager
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

60

CBL/MONROEVILLE PARTNER, L.P.
By: |  | CBL/Monroeville II, LLC its sole general partner
By: |  | CBL & Associates Limited Partnership, its chief manager
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

CBL/MONROEVILLE EXPANSION, L.P.,
By: |  | CBL/Monroeville Expansion I, LLC, its sole general partner
By: |  | CBL & Associates Limited Partnership, its chief manager
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

CBL/MONROEVILLE EXPANSION PARTNER, L.P.,
a Pennsylvania limited partnership
By: |  | CBL/Monroeville Expansion II, LLC, its sole general partner
By: |  | CBL & Associates Limited Partnership, its chief manager
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

61

CBL/NASHUA LIMITED PARTNERSHIP
By: |  | CBL & Associates Limited Partnership, its sole general partner
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

CBL/PARK PLAZA GP, LLC,
By: |  | CW Joint Venture, LLC, its sole member and chief manager
By: |  | CBL & Associates Limited Partnership, its manager
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

CBL/PARK PLAZA MALL, LLC
By: |  | CBL/Park Plaza, Limited Partnership, its sole member and Chief Manager
By: |  | CBL/Park Plaza GP, LLC, its general partner
By: |  | CW Joint Venture, LLC, its sole member and chief manager
By: |  | CBL & Associates Limited Partnership, its manager
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

62

CBL/PARK PLAZA, LIMITED PARTNERSHIP
By: |  | CBL/Park Plaza GP, LLC, its general partner
By: |  | CW Joint Venture, LLC, its sole member and chief manager
By: |  | CBL & Associates Limited Partnership, its manager
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

CBL/PARKDALE CROSSING, L.P.
By: |  | CBL/Parkdale Crossing GP, LLC, its general partner
By: |  | CBL & Associates Limited Partnership, its chief manager
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

CBL/GP CARY, INC.
CBL/GP II, INC.
CBL/GP VI, INC.
CBL/GP, INC.
CBL/STROUD, INC.
CBL/YORK, INC.
By: |  | CBL & Associates Management, Inc., as the sole shareholder of the above listed corporations

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

63

DUNITE ACQUISITIONS, LLC
By: |  | CBL & Associates Limited Partnership, as its sole and managing member
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

EASTGATE COMPANY
By: |  | CBL/Eastgate I, LLC, its managing partner
By: |  | CBL/J II, LLC, its chief manager
By: |  | CBL & Associates Limited Partnership, its chief manager
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

IV OUTPARCELS, LLC
CBL-840 GC, LLC
By: |  | CBL & Associates Management, Inc., its chief manager

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

64

JG GULF COAST TOWN CENTER LLC
By: |  | CBL/Gulf Coast, LLC, its sole member
By: |  | CBL & Associates Limited Partnership, its sole member and chief manager
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

MERIDIAN MALL LIMITED PARTNERSHIP
By: |  | Multi-GP Holdings, LLC, its sole general partner
By: |  | CBL & Associates Limited Partnership, its sole member and chief manager
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

MONROEVILLE ANCHOR LIMITED PARTNERSHIP
By: |  | CBL/Monroeville II, LLC, its sole general partner
By: |  | CBL & Associates Limited Partnership, its chief manager
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

65

MONROEVILLE ANCHOR LIMITED PARTNERSHIP
By: |  | CBL/Monroeville II, LLC, its sole general partner
By: |  | CBL & Associates Limited Partnership, its chief manager
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

OLD HICKORY MALL VENTURE
By: |  | CBL/Old Hickory I, LLC, its managing partner
By: |  | CBL/J II, LLC its chief manager
By: |  | CBL & Associates Limited Partnership, its chief manager
By: |  | CBL Holdings I, Inc.,

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

66

OLD HICKORY MALL VENTURE II, LLC
By: |  | Old Hickory Mall Venture, its chief manager
By: |  | CBL/Old Hickory I, LLC, its managing partner
By: |  | CBL/J II, LLC its chief manager
By: |  | CBL & Associates Limited Partnership, its chief manager
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

PARKDALE CROSSING LIMITED PARTNERSHIP
By: |  | CBL/Parkdale Crossing GP, LLC, its sole general partner
By: |  | CBL & Associates Limited Partnership, its chief manager
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

67

PARKDALE MALL ASSOCIATES, L.P.
By: |  | CBL/Parkdale, LLC, its sole general partner
By: |  | CBL & Associates Limited Partnership, its chief manager
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

PARKWAY PLACE LIMITED PARTNERSHIP
By: |  | CBL & Associates Limited Partnership, its sole general partner
By: |  | CBL Holdings I, Inc., its sole general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

PARKWAY PLACE SPE, LLC
By: |  | Parkway Place Limited Partnership, its sole member and chief manager
By: |  | CBL & Associates Limited Partnership, its general partner
By: |  | CBL Holdings I, Inc., its general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

68

PORT ORANGE HOLDINGS II, LLC
ACADIANA OUTPARCEL, LLC
By: |  | CBL & Associates Management, Inc., as the sole member and chief manager of each of the above listed limited liability companies

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

SEACOAST SHOPPING CENTER LIMITED PARTNERSHIP
By: |  | CBL & Associates Limited Partnership, its general partner
By: |  | CBL Holdings I, Inc., its general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

SOUTH COUNTY SHOPPINGTOWN LLC
TENN-GP HOLDINGS, LLC
By: |  | CBL & Associates Limited Partnership, its sole member and chief manager
By: |  | CBL Holdings I, Inc., its general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

ST. CLAIR SQUARE SPE, LLC
STROUD MALL, LLC
By: |  | CBL & Associates Limited Partnership, its chief manager
By: |  | CBL Holdings I, Inc., its general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

69

VOLUSIA MALL GP, INC.
By: |  | CBL & Associates Management, Inc., its sole shareholder

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

VOLUSIA MALL LIMITED PARTNERSHIP
By: |  | Volusia Mall GP, Inc., its general partner
By: |  | CBL & Associates Management, Inc., its sole shareholder

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

WESTGATE MALL LIMITED PARTNERSHIP
By: |  | CBL/GP II, Inc., its general partner
By: |  | CBL & Associates Management, Inc., its sole shareholder

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

70

YORK GALLERIA LIMITED PARTNERSHIP
By: |  | CBL/York, Inc., its general partner
By: |  | CBL & Associates Management, Inc., its sole shareholder

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

2030 INSURANCE, LLC
By: |  | CBL & Associates Limited Partnership, its sole member
By: |  | CBL Holdings I, Inc., its general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

CBL BROOKFIELD SEARS & STREET SHOPS HOLDCO, LLC

CBL LEBCON HOLDCO, LLC
CBL LEBCON I HOLDCO, LLC
CBL LEBCON HOLDCO LP, LLC
CBL LEBCON I HOLDCO LP, LLC
CBL OUTPARCEL HOLDCO, LLC
CBL TERRACE HOLDCO, LLC
CBL JARNIGAN HOLDCO, LLC
By: |  | CBL & Associates HoldCo II, LLC, its sole member
By: |  | CBL & Associates Limited Partnership, its sole member
By: |  | CBL Holdings I, Inc., its general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

71

CBL COOLSPRINGS CROSSING HOLDCO GP, LLC
MADISON OP OUTPARCEL GROUND, LLC
By: |  | CBL Outparcel HoldCo, LLC, its sole member
By: |  | CBL & Associates HoldCo II, LLC, its sole member
By: |  | CBL & Associates Limited Partnership, its sole member
By: |  | CBL Holdings I, Inc., its general partner

By: |  | /s/ Jeffery V. Curry

Name: |  | Jeffery V. Curry
Title: |  | Chief Legal Officer

72