EX-99.T3A.107

Exhibit T3A.107


Microfilm Number		Filed with the Department of State on	NOV 09 2000

Entity Number	2972138	/s/ Kim Pizzingrilli
		Secretary of the Commonwealth

ARTICLES OF INCORPORATION FOR PROFIT

CBL/Stroud, Inc.

Name of Corporation

A TYPE OF CORPORATION INDICATED BELOW

Indicate type of domestic corporation:


X Business-stock (15 Pa.C.S. §1306)				Management (15 Pa.C.S. §2702)

Business-nonstock (15 Pa.C.S. §2102)				Professional (15 Pa.C.S. §2903)

Business-statutory close (15 Pa.C.S. §2303)				Insurance (15 Pa.C.S. §3101)

Corporative (15 Pa.C.S. §7102)

DSCB: 15-1306/2102/2303/2702/2903/3101/7102A (Rev 91)

In Compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations) the undersigned, desiring to incorporate a corporation for profit hereby, state(s) that:


1. The name of the corporation is:		CBL/Stroud, Inc.

2. The (a) address of this corporation’s Initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:


(a)
	Number and street	City	State	Zip	County

b) c/o:

C T Corporation System

Philadelphia County, PA

Name of Commercial Registered Office Provider

County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

3. The corporation is incorporated under the provisions of the Business Corporation Law of 1988.

4. The aggregate number of shares authorized is: 2,000 Common, No Par Value (other provisions, if any, attach 8 1/2 x 11 sheet)

5. The name and address, including number and street, if any, of each incorporator is:


Name				Address

John K. Culpepper				701 Market Street, Suite 500

				Chattanooga, TN 37402

DSCB: 15-1306/2102/2303/2702/2903/3101/7102A (Rev 91)-2


6. The specified effective date, if any, is:
	month	day	year	hour, if any

7. Additional provisions of the articles, if any, attach on 8 1/2 x 11 sheet.

LOGO

IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed these Articles of incorporation this 8th day of November, 2000.

/s/ John K. Culpepper

(Signature)

John K. Culpepper

(Signature)

ADDITIONAL PROVISIONS TO ARTICLES OF INCORPORATION

CBL/STROUD, INC.

SECTION 7 – ADDITIONAL PROVISIONS

7.1 SPECIAL PURPOSE ENTITY PROVISIONS. To enable Stroud Mall, LLC, a Pennsylvania limited company (the “LLC”), of which CBL/Stroud, Inc. (the “Corporation”) will become a member immediately following the filling of these Articles with the Pennsylvania Department of State (the “Department”), to obtain a mortgage loan (the “Loan”) in the amount of $32,500,000.00 from Wells Fargo Bank, N.A. (the “Bank”), the following provisions are hereby adopted as applicable to the structure, assets and operations of the Corporation. It is acknowledged that the application and maintenance of the following provisions shall enable the Corporation to be deemed a “Special Purpose Entity” (“SPE”) for certain purposes relating to the Loan:

(a) The Corporation was organized solely for the purpose of acting as a member of the LLC, which owns that certain regional mall located in Stroudsburg, Pennsylvania, operating under the name “Stroud Mall” (herein referred to as the “Property”);

(b) The Corporation has not and will not engage in any business unrelated to acting as a member of the LLC;

(d) The Corporation has not engaged in, sought or consented to and, except as and to the extent permitted by the documents relating to the Loan (the “Loan Documents”), will not, as to both the LLC and the Corporation, engage in, seek or consent to any dissolution, winding up, liquidation, consolidation, merger, asset sale, transfer of its interest in the LLC, or amendment of these articles of incorporation or the operating agreement of the LLC (except for the amendment and restatement thereof pursuant to that certain Amended and Restated Operating Agreement of the LLC to be dated as of the date these Articles are filed with the Department); provided, however, that upon payment and satisfaction in full of the Loan, and full release of record of the mortgage securing the Loan and encumbering the Property, these Articles may be amended, including, but not limited to an amendment to delete the provisions contained in this Section 7.1 in their entirety;

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(e) The Corporation, without the unanimous consent of its Board of Directors, including its Independent Director(s), shall not file or consent to the filing of any bankruptcy or insolvency petition or otherwise institute insolvency proceedings with respect to itself or the LLC;

(f) The Corporation has no indebtedness (and will have no indebtedness) other than unsecured trade debt, which is not evidenced by a note, is incurred in the ordinary course of its business in connection with owning, operating and maintaining its membership interest in the LLC, and is paid within sixty (60) days from the date incurred, and the aggregate amount of which shall not, as of any date, exceed Ten Thousand Dollars ($10,000.00);

(g) The Corporation has not failed and will not fail to correct any known misunderstanding regarding the separate identity of the corporation from any other person entity;

(h) The Corporation has maintained and will maintain its accounts, books and records separate from any other person or entity,

(i) The Corporation has maintained and will maintain its books, records, resolutions and agreement as official records;

( j ) The Corporation (i) has not commingled and will not commingle its funds assets with those of any other entity, and (ii) has held and will hold its assets in its own name;

(k) The Corporation has conducted and will conduct its business in its own name;

(l) The Corporation has maintained and will maintain its accounting records and other entity documents separate from any other person or entity;

(m) The Corporation has prepared and will prepare separate tax returns and financial statements, or if part of a consolidated group, is shown as a separate member of such group, and from and after the date hereof, to the extent any consolidated financial statements are prepared or consolidated tax returns filed, such statements or returns, as applicable, will make clear that the assets of the Corporation are not available to satisfy liabilities of any other person or entity and vice versa;

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(n) The Corporation has paid and will pay its own liabilities and expenses out of its own funds and assets;

(o) The Corporation has held and will hold regular meetings, as appropriate, to conduct its business and has observed and will observe all corporate formalities and record keeping;

(p) The Corporation has not assumed or guaranteed and will not assume or guarantee or become obligated for the debts of any other person or entity or hold out its credit as being available to satisfy the obligations of any other person or entity;

(q) The Corporation has not acquired and will not acquire obligations or securities of its shareholders or any other entity with which it is affiliated;

(r) The Corporation has allocated and will allocate fairly and reasonably the costs associated with common employees; all written and oral communications of the Corporation, including, without limitation, letters, invoices, purchase orders and contracts, have been and are made and will continue to be made solely in the name of the Corporation; the Corporation has used and will use stationery, business forms, invoices and checks, separate from those used by any other person or entity; the Corporation has maintained and will continue to maintain its own office space separate and apart from any other person or entity, or if office space is shared, the Corporation has made and will continue to make an appropriate expense allocation by and between itself and the applicable person or entity; and files of the Corporation have been and will be maintained segregated from the files of any other person or entity,

(s) The Corporation has not pledged and, except as and to the extent permitted by the Loan Documents, will not pledge its assets for the benefit of any other parson or entity, and will not hold out its assets or creditworthiness as being generally available for the payment of liabilities of any other person or entity;

(t) The Corporation has held itself out and identified itself and will hold itself out and identify itself as a separate and distinct entity under its own name and not as a division or part of any other person or entity;

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(u) The Corporation has not made and will not make loans to any person or entity;

(v) The Corporation has not and will not identify its shareholders, or any other entity with which it is affiliated, as a division or part of it;

(w) The Corporation has not entered into and will not enter into or be a party to, any transaction with its shareholders, or any other entity with which it is affiliated, except in the ordinary course of its business pursuant to written agreements and on terms which are intrinsically fair and are no less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party;

(x) The directors of the Corporation shall consider the interests of the creditors of the Corporation in connection with all Corporation action;

(y) The Corporation has paid and will pay the salaries of its own employees out of its own funds and has maintained and will maintain a sufficient number of employee in light of its contemplated business operations and from and after the date hereof, to the extent the Corporation shares professional services with any other person or entity, appropriate allocations based upon the commercially reasonable value of such services provided to each of the Corporation and the other person(s) or entity or entities shall be made;

(z) The Corporation has maintained and will maintain adequate capital in light of its contemplated business operations;

(aa) The financial records and accounts of the Corporation have been and are and will continue to be prepared and maintained in accordance with generally accepted accounting principles (“GAAP”), consistently applied, and susceptible to audit. The financial statements and the tax returns of the Corporation will disclose the material effects of the Loan in accordance with GAAP, consistently applied, and will also disclose that the assets of the LLC and the Corporation will not be available to pay creditors of any one or more of the “Related Entities” (as such term is hereinafter defined) and vice versa. For purposes of these Articles, the term “Related Entities” shall mean the sole shareholder of the Corporation, CBL & Associates Limited Partnership, and the manager of the Property, CBL & Associates Management, Inc., a Delaware corporation;

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(bb) The Corporation will not be contractually liable for the payment of any liability of any other person or entity and no shareholder of the Corporation will be contractually liable for the payment of any liability of the Corporation;

(cc) Assets have not been and will not be transferred to or from the Corporation or to or from the LLC without fair consideration (except that certain proceeds of the Loan, net of repayment of existing indebtedness of the LLC and costs associated with the Loan transaction, may be distributed by the LLC to its equity holders, including the Corporation, subject to applicable law, and some or all of the amount distributed by the LLC to the Corporation may be distributed or paid out as a dividend to the Corporation’s shareholder, and to the extent permitted by the Loan Documents and applicable law, other distributions may be made from time to time by the LLC in the ordinary course of its business to the Corporation and then distributed or paid out as a dividend to the Corporation’s shareholder), and the Corporation will not transfer any of its assets to any other person or entity with the intent to hinder, delay or defraud the creditors of the Corporation or any other parson or entity;

(dd) The Corporation shall conduct its business and operations in strict compliance with the terms contained in this Section 7.1;

(ee) The Corporation has maintained and will continue to maintain at least one Independent Director (as defined below) on the Corporation’s Board of Directors; and

(ff) The Corporation has not caused or allowed and will not cause or allow the Corporation’s Board of Directors to take any action requiring the unanimous affirmative vote of 100% of the members of the Board of Directors unless an Independent Director has participated in such vote.

As used herein, an “Independent Director” shall be an individual who is a member of the Board of Directors of the Corporation and who is not at the time of initial appointment, or at any time while serving on the Board of Directors, and has not been at any time during the preceding five (5) years: (a) a stockholder, director, officer, manager (other than as an Independent Director), employee, partner, attorney or counsel of the Corporation or any affiliate thereof; (b) a customer, supplier or other person who derives any of its purchases or revenues from its activities with the Corporation or any affiliate thereof; (c) a person or other entity controlling or

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under common control with any such stockholder, partner, customer, supplier or other person; or (d) a member of the immediate family of any such stockholder, director, officer, employee, partner, customer, supplier or other person. As used in this definition, “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a person or entity, whether through ownership of voting securities, by contract or otherwise.

In the event of any conflict between the provisions of this Section 7.1 and other terms and provisions of these Articles of Incorporation, the terms and provisions of this Section 7.1 shall control, and this provision shall override any other provision contained in these Articles.

7.2 CUMULATIVE VOTING. Shareholders of the Corporation shall not have cumulative voting rights.

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