EX-99.T3B.51A

Exhibit T3B.51A

ASSIGNMENT OF PARTNERSHIP INTEREST

HENDERSON SQUARE LIMITED PARTNERSHIP

This Assignment of Partnership 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 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 limited 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 Henderson Square Limited Partnership, a North Carolina 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 Henderson Square Limited Partnership dated February 18, 2004, including amendments, modifications or supplements thereto (collectively, the “Agreement”).

CBL/GP, Inc., a Wyoming corporation, is the general partner of the Partnership pursuant to the Agreement, currently holds a 0.4210% general partnership interest in the Partnership, and joins in this Assignment to illustrate its consent to the admission of Assignor as a limited partner to the Partnership.

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 limited 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 Limited 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

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[GENERAL PARTNER SIGNATURE FOLLOWS]


ACKNOLWEDGED AND AGREED TO
AS OF THE DATE FIRST ABOVE WRITTEN:

CBL/GP, INC.

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

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

SCHEDULE A

99.3468% limited partnership interest in Henderson Square Limited Partnership

MODIFICATION NO. ONE TO THE

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF

HENDERSON SQUARE LIMITED PARTNERSHIP

This Modification No. One to the Amended and Restated Agreement of Limited Partnership of Henderson Square Limited Partnership (the “Amendment”) is made and entered into to be effective as of this 25th day of October, 2021, by CBL/GP, Inc., a Wyoming corporation (“General Partner”) and CBL & Associates HoldCo II, LLC, a Delaware limited liability company (“HoldCo II”), CBL & Associates Properties, Inc., a Delaware corporation (“REIT”), and CBL/GP Cary, Inc. a North Carolina corporation (“GP Cary”) (HoldCo II, REIT, and GP Cary each a “Limited Partner”).

WITNESSETH:

WHEREAS, Henderson Square Limited Partnership, a North Carolina limited partnership (the “Partnership”) is governed by that certain Amended and Restated Agreement of Limited Partnership dated as of February 18, 2004 (the “Agreement”);

WHEREAS, immediately prior to the execution of this Amendment, CBL & Associates Limited Partnership, a Delaware limited partnership (the “Original Limited Partner”) has assigned 100% of its beneficial and ownership interests in the Henderson Square Limited Partnership to HoldCo II which constitutes a 99.3468% limited partnership interest in the Partnership pursuant to a separate assignment of even date herewith (the “Assignment”);

WHEREAS, the General Partner joined in to consent to and acknowledge the Assignment from the Original Limited Partner to HoldCo II;

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

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

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

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

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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[Signatures follow]

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


GENERAL PARTNER:

CBL/GP, INC.

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

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

LIMITED PARTNERS:

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

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[Additional signatures follow]


LIMITED PARTNERS: cont’d

CBL & ASSOCIATES PROPERTIES, INC.,

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

CBL/GP CARY, INC.

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

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

EXHIBIT “B”

To Modification No. One To

Amended and Restated Agreement of Limited Partnership Of

HENDERSON SQUARE LIMITED PARTNERSHIP


Name, Address	Percentage Interest			Cash Previously Contributed or Agreed Value of Other Property or Services
GENERAL PARTNER:		1.0	%	$	195,585
CBL/GP, INC. CBL Center, Suite 500 2030 Hamilton Place Blvd Chattanooga, TN 37421
LIMITED PARTNERS:
CBL & ASSOCIATES HOLDCO II, LLC CBL Center, Suite 500 2030 Hamilton Place Blvd Chattanooga, TN 37421		99.3486	%	$	46,155,049
CBL & ASSOCIATES PROPERTIES, INC. CBL Center, Suite 500 2030 Hamilton Place Blvd Chattanooga, TN 37421		0.385	%	$	17,00
CBL/GP CARY, INC. CBL Center, Suite 500 2030 Hamilton Place Blvd Chattanooga, TN 37421		0.1937	%	$	90,000