EX-99.T3B.122A

Exhibit T3B.122A

ASSIGNMENT OF MEMBERSHIP INTEREST

CBL-840 GC, LLC

This Assignment of Membership Interest (the “Assignment”) is made and entered into to be effective as of the 25th day of October, 2021 (the “Effective Date”).

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, CBL & Associates Management, Inc., a Delaware corporation, (the “Assignor”) does hereby contribute, assign, transfer, distribute, and convey to CBL Management HoldCo, LLC, a Delaware limited liability company (the “Assignee”) the membership interest (the “Interests”) described on Schedule A attached hereto and made a part hereof, standing in the name of the Assignor on the books of CBL-840 GC, LLC, a Virginia limited liability company (the “Company”), together with any and all rights, privileges, and benefits, pertaining thereto.

This Assignment is being made pursuant to and in accordance with the Operating Agreement of the Company dated November 26, 2007, including amendments, modifications or supplements thereto (collectively, the “Agreement”).

Assignor certifies that it has the full power to make this Assignment under the Agreement, that this Assignment is being made in compliance with and pursuant to the Agreement and that the Interests have not otherwise been conveyed, sold, transferred, encumbered, pledged, hypothecated, or assigned. Assignor agrees and acknowledges that it hereby ceases to be a member of the Company as of the Effective Date.

Assignee accepts the assignment of Interests hereunder and agrees that, concurrent with the execution hereof, Assignee shall execute a modification to the Agreement, effective immediately following the effectiveness of this Assignment (the “Amendment”).

Assignor and Assignee agree that following the assignment of Interests and execution of the Amendment, (a) Assignee will be admitted as a member of the Company, (b) Assignor will cease to be a member of the Company, (c) the Company shall continue without dissolution, and (d) the Agreement shall remain in full force and effect as modified by the Amendment (the “Amended Agreement”).

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[ASSIGNOR SIGNATURE FOLLOWS]

IN WITNESS WHEREOF, this Assignment is executed effective as of the date set forth above.


ASSIGNOR:

CBL & ASSOCIATES MANAGEMENT, INC.,
a Delaware corporation

By:		/s/ Jeffery V. Curry
Name:		Jeffery V. Curry
Title:		Chief Legal Officer

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[ASSIGNEE SIGNATURE FOLLOWS]

ACCEPTANCE

Assignee hereby accepts the foregoing assignment of the Interests, agrees that it is hereby admitted to the Company as a member of the Company on the Effective Date of the Assignment, and agrees to be bound by and subject at all times to all of the terms and conditions of the Amended Agreement as now in effect or hereafter amended, which Amended Agreement is incorporated herein by reference.

Dated as of October 25, 2021.


ASSIGNEE:

CBL MANAGEMENT HOLDCO, LLC,
a Delaware limited liability company

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

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

By:		/s/ Jeffery V. Curry
Name:		Jeffery V. Curry
Title:		Chief Legal Officer

SCHEDULE A

100% membership interest in CBL-840 GC, LLC

MODIFICATION NO. ONE TO

OPERATING AGREEMENT OF

CBL-840 GC, LLC

This Modification No. One to Operating Agreement of CBL-840 GC, LLC (the “Amendment”) is made and entered into to be effective as of this 25th day of October, 2021, by CBL Management HoldCo, LLC, a Delaware limited liability company (herein referred to as “Member”).

WITNESSETH:

WHEREAS, CBL-840 GC, LLC, a Virginia limited liability company (the “Company”) is governed by that certain Operating Agreement of the Company dated November 26, 2007 (the “Agreement”);

WHEREAS, immediately prior to the execution of this Amendment, CBL & Associates Management, Inc., a Delaware corporation (an “Original Member”) has assigned 100% of its beneficial and ownership interests in the Company to Member which constitutes a 100% membership interest in the Company pursuant to a separate assignment of even date herewith (the “Assignment”);

WHEREAS, the Member desires to amend and modify the Agreement (i) to reflect the Assignment, including recording Member as a Member of the Company on the books and records of the Company, and (ii) to make certain amendments and modifications to the Agreement as set forth below.

NOW, THEREFORE, the Member does hereby modify and amend the Agreement as follows:

Notwithstanding anything to the contrary contained in the Agreement, the definition of “Members” shall include those Members shown on Exhibit B attached hereto and incorporated herein.

Exhibit “B” to the Agreement is hereby modified and amended by substituting Exhibit “B” attached hereto.

Exhibit “C” to the Agreement is hereby modified and amended by substituting Exhibit “C” attached hereto.

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Except as herein modified, the Agreement shall remain in full force and effect.

Capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Agreement.

This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Amendment is executed effective as of the date first set forth above.


MEMBER:

CBL MANAGEMENT HOLDCO, LLC,
a Delaware limited liability company

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

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

By:		/s/ Jeffery V. Curry
Name:		Jeffery V. Curry
Title:		Chief Legal Officer

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EXHIBIT “B”

To Modification No. One To

Operating Agreement Of

CBL-840 GC, LLC

Name, Address

Percentage
Interest

Cash Contributed or Agreed
Value of Other Property or
Services

CBL Management HoldCo, LLC

CBL Center, Suite 500

2030 Hamilton Place Blvd

Chattanooga, TN 37421

100

1,000.00

EXHIBIT “C”

To Modification No. One To

Operating Agreement Of

CBL-840 GC, LLC


Chief Manager:		CBL & Associates Management, Inc.

Secretary:		CBL & Associates Limited Partnership

Assistant Secretaries:		Deborah F. Bell
		Candace Carter
		Catherine M. Cook
		Victoria Evans
		Brad Hendrix
		Stanley Hildebrand
		Melani LaMar
		Elizabeth A. Long
		Tracey Nichols
		Janet L. Overman
		Chris Price
		Christine Scott
		Charles Sereebutra
		John K. Culpepper
		Ronald I. Feldman
		James D. Henderson
		Jennifer Howard