Exhibit T3B.81A

ASSIGNMENT AND ASSUMPTION OF CONTRIBUTED INTERESTS

CBL/BROOKFIELD I, LLC

This Assignment and Assumption of Contributed Interests (the “Assignment”) is made and entered into to be effective as of the 25^th day of October, 2021 (the “Effective Date”), by and between CBL/J I, LLC, a Delaware limited liability company, (the “Contributor”), and CBL & Associates HoldCo II, LLC (“HoldCo II”) and is acknowledge and agreed to by CBL & Associates Limited Partnership, a Delaware limited partnership (“CBL”).

WHEREAS, Contributor owns 100% of the authorized, issued, and outstanding limited liability company interests (the “Contributed Interests”) in CBL/Brookfield I, LLC, a Delaware limited liability company (the “Company”);

WHEREAS, HoldCo II owns 100% of the authorized, issued, and outstanding limited liability company interests in Contributor;

WHEREAS, CBL owns 100% of the authorized, issued, and outstanding limited liability company interests in HoldCo II;

WHEREAS, (i) CBL desires to cause Contributor to contribute and convey, and Contributor desires to so contribute and convey, all of the Contributed Interests to HoldCo II and (ii) CBL desires to cause HoldCo II to accept such contribution and conveyance, and HoldCo II desires to so accept such contribution and conveyance, of all of the Contributed Interests by Contributor.

FOR VALUABLE CONSIDERATION, Contributor does hereby contribute, assign, transfer, distribute, and convey to HoldCo II the Contributed Interests described on Schedule A attached hereto and made a part hereof, standing in the name of the Contributor on the books of 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 Limited Liability Company Agreement of the Company dated December 5, 2000, including amendments, modifications or supplements thereto (collectively, the “Agreement”).

Contributor 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 Contributed Interests have not otherwise been conveyed, sold, transferred, encumbered, pledged, hypothecated, or assigned. Contributor agrees and acknowledges that it hereby ceases to be a member of the Company as of the Effective Date.

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

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Contributor and HoldCo II agree that following the assignment of Contributed Interests and execution of the Amendment, (a) HoldCo II will be admitted as the sole member of the Company, (b) Contributor 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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[SIGNATURES FOLLOW]

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

CONTRIBUTOR:
CBL/J I, LLC,
a Delaware limited liability company
By:	CBL & Associates HoldCo II, LLC,
	its sole member
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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[SIGNATURES FOLLOW]

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ACCEPTANCE

HoldCo II hereby accepts the foregoing assignment of the Contributed 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.

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

4

ACKNOLWEDGED AND AGREED TO

AS OF THE DATE FIRST ABOVE WRITTEN:

CBL:
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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SCHEDULE A

100% membership interest in CBL/Brookfield I, LLC

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MODIFICATION NO. TWO TO

LIMITED LIABILITY COMPANY AGREEMENT OF

CBL/BROOKFIELD I, LLC

This Modification No. Two to Limited Liability Company Agreement of CBL/Brookfield I, LLC (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 (herein referred to as the “Member”).

WITNESSETH:

WHEREAS, CBL/Brookfield I, LLC, a Delaware limited liability company (the “Company”) is governed by that certain Limited Liability Company Agreement dated as of December 5, 2000, (the “Original Agreement”) and as amended by that certain Amendment to Limited Liability Company Agreement dated June 25, 2009 (the “First Amendment”), as the same may have been amended, supplemented, or assigned (collectively, the “Agreement”);

WHEREAS, immediately prior to the execution of this Amendment, CBL & Associates Limited Partnership, a Delaware limited partnership (“CBL”) caused CBL/J I, LLC, a Delaware limited liability company (the “Original Member”) to assign 100% of Original Member’s beneficial and ownership interests in the Company to Member which constitutes the sole outstanding membership in the Company pursuant to a separate Assignment and Assumption of Contributed Interests of even date herewith (the “Assignment”);

WHEREAS, Member desires to amend and modify the Agreement (i) to reflect the Assignment, including recording the Member as the 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:

1. The Original Agreement contains certain provisions that were required by a previous lender as a requirement that the Company, as a general partner of that certain partnership known as “Brookfield Square Joint Venture”, be bound by certain covenants with respect to the independence and separateness of the indebtedness and operations of the Company from any affiliated entity of the Company (collectively, the “SPE Provisions”). The Company is no longer required to have a limited liability company agreement that contains SPE Provisions; therefore, all of the changes made to the Original Agreement by the First Amendment are hereby unmade and of no further force or effect in the Agreement.

To clarify:

a) the changes made in the First Amendment in paragraphs 1, 2, 3, and 4 are hereby reversed so that the language from the Original Agreement is deemed reinserted into the Agreement, and those paragraphs are deemed deleted from the First Amendment.

b) Paragraphs 5 and 6 of the First Amendment is hereby deleted in its entirety and, thus, deemed deleted from the Original Agreement.

c) Exhibit “C” of the Original Agreement and the First Amendment are hereby deleted in their entireties and replaced with Exhibit “C” attached hereto.

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

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

MEMBER:
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

EXHIBIT “B”

TO MODIFICATION NO. TWO TO

LIMITED LIABILITY COMPANY AGREEMENT OF

CBL/BROOKFIELD I, LLC

Name, Address	Percentage Interest			Cash Contributed or Agreed Value of Other Property or Services
CBL & Associates HoldCo II, LLC CBL Center, Suite 500 2030 Hamilton Place Blvd Chattanooga, TN 37421		100	%	$	1,000

EXHIBIT “C”

TO MODIFICATION NO. TWO TO

LIMITED LIABILITY COMPANY AGREEMENT OF

CBL/BROOKFIELD I, LLC

Chief Manager:	CBL/J I, LLC
Secretary:	CBL Holdings I, Inc.
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