Look Through Entity. Shall mean any Person that (i) is not an individual or an organization described in Sections 401(a), 501(c)(17), or 509(a) of the Code or a portion of a trust permanently set aside or to be used exclusively for the purposes described in Section 642(c) of the Code or a corresponding provision of a prior income tax law, and (ii) provides TRG, not less than ten days prior to becoming a holder of Units of Partnership Interest, with (a) a written affirmation and undertaking,
... subject only to such exceptions as are acceptable to TRG in its sole discretion, that (w) it is not an organization described in Sections 401(a), 501(c)(17) or 509(a) of the Code or a portion of a trust permanently set aside or to be used exclusively for the purposes described in Section 642(c) of the Code or a corresponding provision of a prior income tax law, (x) assuming that this Continuing Offer were to extend to Units of Partnership Interest held by such Person, after the application of the rules for determining stock ownership, as set forth in Section 544(a) of the Code, as modified by Sections 856(h)(1)(B) and 856(h)(3)(A) of the Code, no "individual" would own, Beneficially or Constructively, more than the then-applicable Ownership Limit, such ownership, solely for the purpose of this clause (x) (but not for determining whether such "individual" is in compliance with the Ownership Limit for any other purpose), to be determined by taking into account only such "individual's" Beneficial and Constructive Ownership derived solely from such Person, (y) based on such Person's actual knowledge, no such "individual" would not qualify as an Eligible Holder, and (z) it does not Constructively Own 10% or more of the equity of any tenant with respect to real property from which the Company or TRG receives or accrues any rent from real property, and (b) such other information regarding the Person that is relevant to the Company's qualification to be taxed as a real estate investment trust as defined in Section 856 of the Code as TRG may reasonably request.
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