EX-99.T3B.171A

Exhibit T3B.171A

ASSIGNMENT OF PARTNERSHIP INTEREST

YORK GALLERIA LIMITED PARTNERSHIP

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

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, CBL & Associates Limited Partnership, a Delaware limited partnership (the “Assignor”) does hereby contribute, assign, transfer, distribute, and convey to CBL & Associates HoldCo II, LLC, a Delaware limited liability company (the “Assignee”) the partnership 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 York Galleria Limited Partnership, a Virginia limited partnership (the “Partnership”), together with any and all rights, privileges, and benefits, pertaining thereto.

This Assignment is being made pursuant to and in accordance with the Amended and Restated Agreement of Limited Partnership of York Galleria Limited Partnership dated November 9, 2000, 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 Partner of the Partnership 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 Partner of the Partnership, (b) Assignor will cease to be a Partner of the Partnership, (c) the Partnership 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 LIMITED PARTNERSHIP,
a Delaware limited partnership

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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[ASSIGNEE SIGNATURE FOLLOWS]

ACCEPTANCE

Assignee hereby accepts the foregoing assignment of the Interests, agrees that it is hereby admitted to the Partnership as a Partner of the Partnership 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 & ASSOCIATES HOLDCO II, LLC,
a Delaware limited liability company

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

SCHEDULE A

99% limited partnership interest in York Galleria Limited Partnership

MODIFICATION NO. ONE TO AMENDED AND RESTATED AGREEMENT OF

LIMITED PARTNERSHIP OF

YORK GALLERIA LIMITED PARTNERSHIP

This Modification No. One to Amended and Restated Agreement of Limited Partnership of York Galleria Limited Partnership (the “Amendment”) is made and entered into to be effective as of this 25th day of October, 2021, by CBL & Associates HoldCo II, LLC, a Delaware limited liability company (“HoldCo II”) and CBL/York, Inc., a Pennsylvania corporation (“CBL/York”) (HoldCo II and CBL/York are herein collectively referred to as the “Partners”).

WITNESSETH:

WHEREAS, York Galleria Limited Partnership, a Virginia limited partnership (the “Partnership”) is governed by that certain Amended and Restated Agreement of Limited Partnership dated as of November 9, 2000, including amendments, modifications or supplements thereto (the “Agreement”);

WHEREAS, immediately prior to the execution of this Amendment, CBL & Associates Limited Partnership, a Delaware limited partnership, has assigned its 99% limited partnership interest in the Partnership to HoldCo II pursuant to a separate assignment of even date herewith (the “Assignment”);

WHEREAS, the Partners desire to amend and modify the Agreement (i) to reflect the Assignment, including recording HoldCo II as a limited partner of the Partnership on the books and records of York Galleria Limited Partnership, and (ii) to make certain amendments and modifications to the Agreement as set forth below.

NOW, THEREFORE, the Partners do hereby modify and amend the Agreement as follows:

The Agreement contains certain provisions that were required by a previous lender as a requirement that the Partnership be bound by certain covenants with respect to the independence and separateness of the indebtedness and operations of the Partnership from any affiliated entity of the Partnership (collectively, the “SPE Provisions”). The Partnership is no longer required to have a limited partnership agreement that contains SPE Provisions; therefore, Article XI of the Agreement is hereby deleted and of no further force or effect.

Notwithstanding anything to the contrary contained in the Agreement, the definition of “Partner” shall be the Partners shown on Exhibit A attached hereto and incorporated herein.

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

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.

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


HOLDCO II:

CBL & ASSOCIATES HOLDCO II, LLC,
a Delaware limited liability company

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/YORK:

CBL/YORK, INC.,
a Pennsylvania corporation

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

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

EXHIBIT “A”

To Modification No. One to Amended and Restated Agreement of Limited Partnership Of

York Galleria Limited Partnership

Partners


Name, Address	Percentage Share of Profits or Other by Way of Income			Initial Capital Contributions
General Partner: CBL/York, Inc. CBL Center, Suite 500 2030 Hamilton Place Blvd Chattanooga, TN 37421		1	%	$	10
Limited Partner: CBL & Associates HoldCo II, LLC CBL Center, Suite 500 2030 Hamilton Place Blvd Chattanooga, TN 37421		99	%	$	990