Common use of REIT Restrictions Clause in Contracts

REIT Restrictions. Each Affiliated REIT is a REIT and is subject to the provisions of Sections 856 through and including 860 of the Code. So long as an Affiliated REIT owns, directly or indirectly, any interest in the Partnership, then notwithstanding any other provision of this Agreement: (i) any services that would otherwise cause any rents from a lease to be excluded from treatment as rents from real property pursuant to Section 856(d)(2)(C) of the Code shall be provided by either (1) an independent contractor (as described in Section 856(d)(3) of the Code) with respect to such Affiliated REIT and from whom neither the Partnership nor such Affiliated REIT derives or receives any income or (2) a taxable REIT subsidiary of such Affiliated REIT as described in Section 856(l) of the Code; (ii) except for a taxable REIT subsidiary of an Affiliated REIT, the Partnership shall not own, directly or indirectly or by attribution (in accordance with attribution rules referred to in Section 856(d)(5) of the Code), in the aggregate ten percent (10%) or more of the total value of all classes of stock or ten percent (10%) or more of the total voting power (or, with respect to any such person which is not a corporation, an interest of ten percent (10%) or more in the assets or net profits of such person) of a lessee or sublessee of all or any part of the Property or of any other assets of the Partnership except in each case with the specific written approval of each Affiliated REIT; (iii) except for securities of a taxable REIT subsidiary of an Affiliated REIT, the Partnership shall not own or acquire, directly or indirectly or by attribution, ten percent (10%) or more of the total value or the total voting power of the outstanding securities of any issuer or own any other asset (including a security) which would cause the Affiliated REIT to fail the asset test of Section 856(c)(4)(B) of the Code; and (iv) leases entered into by the Partnership or any of its Subsidiary partnerships, limited partnerships, and limited liability companies shall provide for rents that qualify as “rents from real property” within the meaning of Section 856(d) of the Code with respect to each Affiliated REIT.

REIT Restrictions. Each Affiliated REIT is a REIT and is subject to the provisions of Sections 856 through and including 860 of the Code. So long as an Affiliated REIT owns, directly or indirectly, any interest in the Partnership, then notwithstanding any other provision of this Agreement: (i) any services that would otherwise cause any rents from a lease to be excluded from treatment as rents from real property pursuant to Section 856(d)(2)(C) of the Code shall be provided by either (1) an independent contractor (as described in Section 856(d)(3) of the Code) with respect to such Affiliated REIT and from whom neither the Partnership nor such Affiliated REIT derives or receives any income or (2) a taxable REIT subsidiary of such Affiliated REIT as described in Section 856(l) of the Code; (ii) except for a taxable REIT subsidiary of an Affiliated REIT, the Partnership shall not own, directly or indirectly or by attribution (in accordance with attribution rules referred to in Section 856(d)(5) of the Code), in the aggregate ten percent (more than 10%) or more % of the total value of all classes of stock or ten percent (more than 10%) or more % of the total voting power (or, with respect to any such person which is not a corporation, an interest of ten percent (10%) % or more in the assets or net profits of such person) of a lessee or sublessee of all or any part of the Property or of any other assets of the Partnership except in each case with the specific written approval of each Affiliated REIT; (iii) except for securities of a taxable REIT subsidiary of an Affiliated REIT, the Partnership shall not own or acquire, directly or indirectly or by attribution, ten percent (more than 10%) or more % of the total value or the total voting power of the outstanding securities of any issuer or own any other asset (including a security) which would cause the Affiliated REIT to fail the asset test of Section 856(c)(4)(B) of the Code; and (iv) leases entered into by the Partnership or any of its Subsidiary partnerships, limited partnerships, and limited liability companies shall provide for rents that qualify as “rents from real property” within the meaning of Section 856(d) of the Code with respect to each Affiliated REIT.

REIT Restrictions. Each Affiliated REIT is a REIT and is subject to the provisions of Sections 856 through and including 860 of the Code. So long as an Affiliated REIT owns, directly or indirectly, any interest in the Partnership, then notwithstanding any other provision of this Agreement: (i) any services that would otherwise cause any rents from a lease to be excluded from treatment as rents from real property pursuant to Section 856(d)(2)(C) of the Code shall be provided by either (1) an independent contractor (as described in Section 856(d)(3) of the Code) with respect to such Affiliated REIT and from whom neither the Partnership nor such Affiliated REIT derives or receives any income or (2) a taxable REIT subsidiary of such Affiliated REIT as described in Section 856(l) of the Code; (ii) except for a taxable REIT subsidiary of an Affiliated REIT, the Partnership shall not own, directly or indirectly or by attribution (in accordance with attribution rules referred to in Section 856(d)(5) of the Code), in the aggregate ten percent (more than 10%) or more % of the total value of all classes of stock or ten percent (more than 10%) or more % of the total voting power (or, with respect to any such person which is not a corporation, an interest of ten percent (10%) % or more in the assets or net profits of such person) of a lessee or sublessee of all or any part of the Property or of any other assets of the Partnership except in each case with the specific written approval of each Affiliated REIT; (iii) except for securities of a taxable REIT subsidiary of an Affiliated REIT, the Partnership shall not own or acquire, directly or indirectly or by attribution, ten percent (more than 10%) or more % of the total value or the total voting power of the outstanding securities of any issuer or own any other asset (including a security) which would cause the Affiliated REIT to fail the asset test of Section 856(c)(4)(B) of the Code; and (iv) leases entered into by the Partnership or any of its Subsidiary partnerships, limited partnerships, and limited liability companies shall provide for rents that qualify as “"rents from real property” " within the meaning of Section 856(d) of the Code with respect to each Affiliated REIT.

REIT Restrictions. Each Affiliated REIT is a REIT and is subject to the provisions of Sections 856 through and including 860 of the CodeREIT Requirements. So long as an Affiliated REIT owns, directly or indirectly, any interest in the PartnershipCompany, then notwithstanding any other provision of this Agreement, except with the specific written approval of each Affiliated REIT: (i) any services that would otherwise cause any rents from a lease to be excluded from treatment as rents from real property pursuant to Code Section 856(d)(2)(C) of the Code shall be provided by either (1) an independent contractor (as described in Code Section 856(d)(3) of the Code)) with respect to such Affiliated REIT and from whom neither the Partnership Company nor such Affiliated REIT derives or receives any income or (2) a taxable REIT subsidiary of such Affiliated REIT as described in Code Section 856(l) of the Code); (ii) except for a taxable REIT subsidiary of an Affiliated REIT, the Partnership Company shall not own, directly or indirectly or by attribution (in accordance with attribution rules referred to in Code Section 856(d)(5) of the Code)), in the aggregate more than ten percent (10%) or more of the total value of all classes of stock or ten percent (more than 10%) or more % of the total voting power (or, with respect to any such person Person which is not a corporation, an interest of ten percent (10%) or more in the assets or net profits of such personPerson) of a lessee or sublessee of all or any part of the Property or of any other assets of the Partnership except in each case with the specific written approval of each Affiliated REITCompany; (iii) except for securities of a taxable REIT subsidiary of an Affiliated REIT, the Partnership Company shall not own or acquire, directly or indirectly or by attribution, more than ten percent (10%) or more of the total value or the total voting power of the outstanding securities of any issuer or own any other asset (including a security) which would cause the Affiliated REIT to fail the asset test of Code Section 856(c)(4)(B) of the Code); and (iv) leases entered into by the Partnership Company or any of its Subsidiary partnerships, limited partnerships, liability companies and limited liability companies partnerships shall provide for rents that qualify as “rents from real property” within the meaning of Code Section 856(d) of the Code with respect to each Affiliated REIT.

REIT Restrictions. (a) Each of CBL REIT and the Affiliated REIT is a REIT and is subject to the provisions of requirements set forth in Sections 856 through and including 860 of the CodeCode (the “REIT Requirements”). So long as an one or both of CBL REIT and the Affiliated REIT owns, directly or indirectly, any interest in the PartnershipCompany, then notwithstanding any other provision of this Agreement:Agreement other than paragraph (b) of this Section 6.9 the Company shall, and with respect to the Affiliated REIT solely for its benefit as a third party beneficiary provide that; (i) any services that would otherwise cause any rents from a lease of any Project to be excluded from treatment as rents from real property pursuant to Section 856(d)(2)(C856(d)( 2)(C) of the Code shall be provided by either (1x) an independent contractor (as described in Section 856(d)(3) of the Code) with respect to such each of CBL REIT and the Affiliated REIT and from whom neither the Partnership Company, CBL REIT, nor such the Affiliated REIT derives or receives any income or (2an “Independent Contractor”), (y) an entity that is a taxable REIT subsidiary of such with respect to both CBL REIT and the Affiliated REIT as described in within the meaning of Section 856(l856(1) of the CodeCode (a “TRS”). or (z) an entity that is either an Independent Contractor or a TRS with respect to both CBL REIT and the Affiliated REIT; (ii) except for a taxable TRS (with respect to both CBL REIT subsidiary of an and the Affiliated REIT), the Partnership Company shall not own, directly or indirectly or by attribution (in accordance with attribution rules referred to in Section 856(d)(5) of the Code), in the aggregate ten percent (more than 10%) or more % of the total value of all classes of stock or ten percent (more than 10%) or more % of the total voting power (or, with respect to any such person which is not a corporation, an interest of ten percent (10%) % or more in the assets or net profits of such person) of a lessee or sublessee of all or any part of the Property any Project or of any other assets of the Partnership Company except in each case with the specific written approval of each Affiliated REITCBL and Westfield; (iii) except for securities of a taxable TRS (with respect to both CBL REIT subsidiary of an and the Affiliated REIT), the Partnership Company shall not own or acquireown, directly or indirectly or by attribution, ten percent (more than 10%) or more % of either the total value or the total voting power of the outstanding securities of any issuer or own any other asset (including a security) ), or engage in any activity, which would cause CBL REIT or the Affiliated REIT to fail the asset test of Section 856(c)(4)(B) of the Code or one of the income tests set forth in Section 856(c) of the Code; and; (iv) the Company shall not engage in any prohibited transaction within the meaning of Section 857(b)(6) of the Code; (v) leases entered into by the Partnership or for space at any of its Subsidiary partnerships, limited partnerships, and limited liability companies Project shall provide for rents that rents, which qualify as “rents from real property” within the meaning of Section 856(d) of the Code with respect to each CBL REIT or the Affiliated REIT; and (vi) the aggregate amount of gross income that does not qualify for the 95% income test of Section 856(c) of the Code shall not exceed 2% of the Company’s gross income. (b) The Tax Matters Member, at the request of a Member and no more frequently than quarterly, shall forward to the manager of any Project questionnaires prepared by such requesting Member and reasonably acceptable to the Tax Matters Member that are relevant to the determination of whether any income generated by a Project would violate the terms of Section 6.9(a)

REIT Restrictions. Each Affiliated REIT is a REIT and is subject to the provisions of Code Sections 856 through and including 860 of the Code860. So long as an Affiliated REIT owns, directly or indirectly, any interest in the PartnershipSeries REIT, then notwithstanding any other provision of this Agreement: (ia) any services that would otherwise cause any rents from a lease to be excluded from treatment as rents from real property pursuant to Code Section 856(d)(2)(C) of the Code shall be provided by either (1) an independent contractor (as described in Code Section 856(d)(3) of the Code)) with respect to such Affiliated REIT and from whom neither the Partnership nor such Affiliated REIT derives or receives any income or (2) a taxable REIT subsidiary of such Affiliated REIT as described in Code Section 856(l) of the Code); (iib) except for a taxable REIT subsidiary of an Affiliated REIT, the Partnership Series REIT shall not own, directly or indirectly or by attribution (in accordance with attribution rules referred to in Code Section 856(d)(5) of the Code)), in the aggregate ten percent (more than 10%) or more % of the total value of all classes of stock or ten percent (more than 10%) or more % of the total voting power (or, with respect to any such person which is not a corporation, an interest of ten percent (10%) % or more in the assets or net profits of such person) of a lessee or sublessee of all or any part of the Property property or of any other assets of the Partnership Series REIT except in each case with the specific written approval of each Affiliated REIT; (iiic) except for securities of a taxable REIT subsidiary of an Affiliated REIT, the Partnership Series REIT shall not own or acquire, directly or indirectly or by attribution, ten percent (more than 10%) or more % of the total value or the total voting power of the outstanding securities of any issuer or own any other asset (including a security) which would cause the Affiliated REIT to fail the asset test of Code Section 856(c)(4)(B) of the Code); and (ivd) leases entered into by the Partnership Series REIT or any of its Subsidiary partnerships, limited partnerships, and limited liability companies (other than taxable REIT Subsidiaries of an Affiliated REIT as described in Code Section 856(l) and Subsidiaries of such taxable REIT Subsidiaries) shall provide for rents that qualify as “rents from real property” within the meaning of Code Section 856(d) of the Code with respect to each Affiliated REIT.