Westfield. Except as otherwise provided in this Article IX, and subject to Section 9.3, Westfield shall not, without the Consent of CBL, Transfer all or any of its Preferred Units or any direct or indirect ownership or other economic, profits, voting or other equity interests of any kind in the Company to any Person; except, that Westfield may at any time, without the consent or approval of CBL, (i) effectuate any such Transfer to an Affiliate of Westfield, Westfield America, Inc., Westfield U.S. Holdings, L.L.C., Westfield Holdings Limited, Westfield America Trust and/or Westfield Trust that is an “accredited investor” within the meaning of Rule 501 promulgated under of the Securities Act, or (ii) effectuate any pledge or the granting of a security interest in all or any of the Preferred Units in favor of a bank Or other financial institution that is not an Affiliate of Westfield as collateral or security for a bona fide loan or other extension of credit (and with such bank or other financial institution entitled to exercise all of its rights and remedies as a secured creditor with respect thereto), so long as all Consent and other approval rights with respect to the Preferred Units shall at all times prior to a foreclosure thereof or a conveyance-in-lieu of foreclosure be retained by Westfield. Transfers of, and issuances of new stock, partnership interests, membership interests, units of participation, or any other equity interest of any of Westfield America, Inc., Westfield America Limited Partnership, Westfield U.S. Holdings, L.L.C., or any direct or indirect interest therein, including by operation of law, or the merger of any of the foregoing, or the sale of all or substantially all of the assets of any of the foregoing, shall not require any consent under this Agreement.
