0001193125-21-303858 Sample Contracts

LIMITED LIABILITY COMPANY AGREEMENT OF CBL/MONROEVILLE III, LLC
Limited Liability Company Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Pennsylvania

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made and entered into to be effective as of the 23rd day of June, 2004, by CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (herein referred to as the “Member”).

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LIMITED LIABILITY COMPANY AGREEMENT OF CBL LEBCON I HOLDCO, LLC
Limited Liability Company Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Tennessee

THIS LIMITED LIABILITY COMPANY AGREEMENT OF CBL LEBCON I HOLDCO, LLC, a Tennessee limited liability company (the “Company”) is made and shall be effective as of August 25, 2021, by CBL & Associates HoldCo II, LLC (herein referred to as the “Member”).

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EASTLAND MALL, LLC
Limited Liability Company Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Delaware

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Eastland Mall, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of the 31st day of October 2020, by EASTLAND MEMBER, LLC, an Illinois limited liability company (herein referred to as the “Member”).

AGREEMENT OF LIMITED PARTNERSHIP OF ARBOR PLACE LIMITED PARTNERSHIP a Georgia limited partnership
CBL/Regency I, LLC • October 21st, 2021 • Real estate investment trusts • Georgia

THIS AGREEMENT OF LIMITED PARTNERSHIP is made and entered into as of the 30th day of April, 1996, by and among the Persons whose names are subscribed to a counterpart hereof.

LIMITED LIABILITY COMPANY AGREEMENT OF EASTLAND HOLDING II, LLC
Limited Liability Company Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Illinois

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made and entered into as of the 4th day of November, 2005 by and between CBL & Associates Management, Inc., a Delaware corporation (“CBL Management”) and CBL & Associates Limited Partnership, a Delaware Limited Partnership (the “UpREIT”; together with CBL Management collectively herein referred to as the “Members” and each is sometimes separately referred to as a “Member”).

AGREEMENT OF LIMITED PARTNERSHIP OF CBL/PARK PLAZA LIMITED PARTNERSHIP
CBL/Regency I, LLC • October 21st, 2021 • Real estate investment trusts • Arkansas

THIS AGREEMENT OF LIMITED PARTNERSHIP is made and entered into as of the 8th day of June, 2004, by and among the Persons whose names are subscribed to a counterpart hereof.

OPERATING AGREEMENT OF ASHEVILLE, LLC
Operating Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • North Carolina

THIS OPERATING AGREEMENT is made and entered into as of the 2nd day of December, 1997, by CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (herein referred to as the “Member”).

SECOND SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF EASTGATE COMPANY an Ohio General Partnership
Partnership Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Ohio
OPERATING AGREEMENT OF
Operating Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • California

THIS OPERATING AGREEMENT is made and entered into to be effective as of the 5th day of August, 2003, by CBL & ASSOCIATES MANAGEMENT, INC., a Delaware corporation and the sole Member of IV Outparcels, LLC (herein referred to as a “Member”).

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CBL/PARKDALE MALL GP, LLC
Limited Liability Company Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Delaware

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT is made and entered into to be effective as of the 3rd day of March, 2011, by CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (herein referred to as the “Member”).

THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SEACOAST SHOPPING CENTER LIMITED PARTNERSHIP
Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • New Hampshire

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is made and entered into as of the 6th day of January, 2004, by and between the Persons whose names are subscribed to a counterpart hereof.

LIMITED LIABILITY COMPANY AGREEMENT OF CBL/YORK TOWN CENTER, LLC a Delaware limited liability company
Limited Liability Company Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT is made and entered into to be effective as of the 6th day of December, 2004, by CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership and the sole Member of CBL/York Town Center, LLC (herein referred to as a “Member”).

SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF LAUREL PARK RETAIL HOLDING LLC
Operating Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Michigan

THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT of Laurel Park Retail Holding LLC, a Michigan limited liability company (the “Company”), is made and entered into as of the 10th day of December, 2012, by and among CBL & Associates Limited Partnership, a Delaware limited partnership (“CBL OP”), and CBL & Associates Management, Inc., a Delaware corporation (“CBL Management”) (CBL OP and CBL Management herein collectively referred to as the “Members”).

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MERIDIAN MALL LIMITED PARTNERSHIP
Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Michigan

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is made and entered into as of the 11th day of September, 2003, by and between Meridian Mall Company, Inc., a Michigan corporation (the “General Partner”) and CBL & Associates Limited Partnership, a Delaware limited partnership (the “Limited Partner”).

FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF WESTGATE MALL LIMITED PARTNERSHIP
CBL/Regency I, LLC • October 21st, 2021 • Real estate investment trusts

This Amendment (the “Amendment”), is entered into to be effective as of the 15th day of April, 2002, by and between CBL/GP II, Inc., a Wyoming corporation, and CBL & Associates Limited Partnership, a Delaware limited partnership (the “Partners”).

AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JG GULF COAST TOWN CENTER LLC
Limited Liability Company Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Ohio

THIS AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the, “Amendment”), is made and entered into to be effective as of the 18th day of June, 2007, by CBL/Gulf Coast, LLC, a Florida limited liability company (“CBL”), and JG Gulf Coast Member LLC, an Ohio limited liability company (“JG”). CBL and JG are collectively referred to herein as the “Members”.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PORT ORANGE HOLDINGS II, LLC
Limited Liability Company Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Florida

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Port Orange Holdings II, LLC, a Florida limited liability company (the “Company”), is made and entered into as of the 2nd day of December, 2018, by CBL & Associates Management, Inc., a Delaware corporation (herein referred to as the “Member”).

LIMITED LIABILITY COMPANY AGREEMENT OF CBL/ J II, LLC
Limited Liability Company Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made and entered into to be effective as of the 5th day of December, 2000, by CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (herein referred to as the “Member”).

MODIFICATION NO. ONE TO AMENDED AND RESTATED CERTIFICATE OF GENERAL PARTNERSHIP OF EASTGATE COMPANY
CBL/Regency I, LLC • October 21st, 2021 • Real estate investment trusts

This Modification No. One to the Amended and Restated Certificate of General Partnership of Eastgate Company, an Ohio general partnership (the “Partnership”), dated as of February 13th, 2002, is hereby entered into between CBL/EASTGATE I, LLC, a Delaware limited liability company, and CBL/EASTGATE II, LLC, a Delaware limited liability company (CBL/Eastgate I, LLC and CBL/Eastgate II, LLC sometimes collectively referred to herein as the “Partners”).

PARTNERSHIP INTEREST PURCHASE AGREEMENT
Partnership Interest Purchase Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Georgia

THIS PARTNERSHIP INTEREST PURCHASE AGREEMENT is made and entered into as of the 31st day of December, 2018 (the “Agreement”), by and between Arbor Place GP, Inc., a Georgia corporation (“Arbor GP”) and Multi-GP Holdings, LLC, a Delaware limited liability company (“Multi-GP”).

LIMITED LIABILITY COMPANY AGREEMENT OF CBL/J I, LLC
Limited Liability Company Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Delaware

THIS LIMTED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made and entered into to be effective as of the 5th day of December, 2000, by CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (herein referred to as the “Member”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LAUREL PARK RETAIL PROPERTIES LLC
Limited Liability Company Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of June, 2005 by and among LAUREL PARK RETAIL HOLDING LLC, a Michigan limited liability company as sole equity member of the Company (herein referred to as the “Member”), the Primary Springing Member and the Secondary Springing Member.

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MODIFICATION NO. ONE TO LIMITED LIABILITY COMPANY AGREEMENT OF CBL/EASTGATE I, LLC
Limited Liability Company Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Ohio

THIS MODIFICATON NO. ONE TO LIMITED LIABILITY COMPANY AGREEMENT is made and entered into to be effective as of the 31st day of January, 2001, by CBL/J II, LLC, a Delaware limited liability company (herein referred to as the “Member”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JG GULF COAST TOWN CENTER LLC BY AND BETWEEN JG GULF COAST MEMBER LLC, an Ohio limited liability company and CBL/GULF COAST, LLC, a Florida limited liability company Effective Date: April 27,...
Limited Liability Company Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Ohio

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made and entered into as of the 27th day of April, 2005, by and among (i) JG GULF COAST MEMBER LLC, an Ohio limited liability company (herein referred to as “JG”), and (iii) CBL/GULF COAST, LLC, a Florida limited liability company (herein referred to as “CBL”).

AMENDMENT TO THE GOVERNING AGREEMENTS OF THE ENTITIES SET FORTH ON SCHEDULE A ATTACHED HERETO
CBL/Regency I, LLC • October 21st, 2021 • Real estate investment trusts

THIS AMENDMENT (this “Amendment”) to the respective Limited Liability Company Agreement, Operating Agreement, Limited Partnership Agreement or Partnership Agreement ( each, a “Governing Agreement” and collectively, the “Governing Agreements”) of the applicable entities set forth on Schedule A attached hereto (each, an “Entity”, and collectively, the “Entities”), is entered into effective as of October 31, 2020.

MODIFICATION NO. ONE TO SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF EASTGATE COMPANY
Partnership Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Ohio

This Modification No. One to the Second Amended and Restated Partnership Agreement of Eastgate Company is made and entered into to be effective as of the 31st day of January, 2001, by and between CBL/Eastgate I, LLC, a Delaware limited liability company, and CBL/Eastgate II, LLC, a Delaware limited liability company.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VOLUSIA MALL MEMBER SPE LLC
Limited Liability Company Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Delaware

THIS AMENED AND RESTTED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement’’) is made and entered into as of the 26th day of April, 2019 by and among Volusia Mall Limited Partnership, a New York limited partnership, as sole equity member of the Company, the Primary Springing Member and the Secondary Springing Member.

FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF PARKDALE CROSSING LIMITED PARTNERSHIP
CBL/Regency I, LLC • October 21st, 2021 • Real estate investment trusts

This Amendment (the “Amendment”), is entered into to be effective as of the 11th day of September, 2003, by and between Parkdale Crossing GP, Inc., a Texas corporation, and CBL & Associates Limited Partnership, a Delaware limited partnership.

MODIFICATION NO. ONE TO LIMITED LIABILITY COMPANY AGREEMENT OF CBL/EASTGATE II, LLC
Limited Liability Company Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Ohio

THIS MODIFICATON NO. ONE TO LIMITED LIABILITY COMPANY AGREEMENT is made and entered into to be effective as of the 31st day of January, 2001, by CBL/J II, LLC, a Delaware limited liability company (herein referred to as the “Member”).

PARTNERSHIP ACQUISITION AGREEMENT
Partnership Acquisition Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts

THIS PARTNERSHIP ACQUISITION AGREEMENT (the “Agreement”) is made and entered into effective as of November 8, 2012 (the “Effective Date”), by and among those entities set forth on Exhibit “A” attached hereto (individually a “Seller”, and collectively, the “Sellers”) and MORTGAGE HOLDINGS, LLC, a Delaware limited liability company (“Buyer”).

MODIFICATION NO. ONE TO LIMITED LIABILITY COMPANY AGREEMENT OF CBL/PARK PLAZA GP, LLC
Limited Liability Company Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Arkansas

THIS MODIFICATION NO. ONE TO LIMITED LIABILITY COMPANY AGREEMENT is made and entered into to be effective as of October 16, 2007, by CW Joint Venture, LLC, a Delaware limited liability company (herein referred to as the “Member”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CBL/EASTGATE MALL, LLC
Limited Liability Company Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT is made and entered into to be effective as of the 21st day of March, 2011, by EASTGATE COMPANY, an Ohio general partnership (herein referred to as the “Member”).

LIMITED LIABILITY COMPANY AGREEMENT OF DUNITE ACQUISITIONS, LLC
Limited Liability Company Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Dunite Acquisitions, LLC, a Delaware limited liability company (the “Company”), is made as of the 23th day of August, 2010, by TVPEAT, Inc. (“Managing Member”), the party whose signature is set forth on the signature page hereto, and the Company.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
Limited Liability Company Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made and entered into as of the 16th day of October, 2007, by CW Joint Venture, LLC, a Delaware limited liability company (“Member”).

MODIFICATION NO. ONE TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LAUREL PARK RETAIL PROPERTIES, LLC
Limited Liability Company Agreement • October 21st, 2021 • CBL/Regency I, LLC • Real estate investment trusts • Michigan

THIS MODIFICATION NO. ONE TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT is made and entered into to be effective as of October 10, 2007, by and among Laurel Park Retail Holding LLC, a Michigan limited liability company, as the sole equity member of the Company (herein referred to as the “Member”), the Primary Springing Member and the Secondary Springing Member.

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