Common use of Buy-Sell Clause in Contracts

Buy-Sell. (a) In the event WCPT’s approval is sought pursuant to Section 1(b)(i) above and is denied, the Whitehall Group will have the right to exercise a buy-sell with respect to Pointview such that either WCPT or the Whitehall Group will purchase Pointview pursuant to the following terms: (i) The Whitehall Group may trigger a Pointview Buy-Sell by delivering to WCPT a notice (the “Pointview Buy-Sell Notice”) that specifies the price the Whitehall Group is willing (1) to buy Pointview from the Company or (2) to cause the Company to sell Pointview to WCPT. Such Pointview Buy-Sell Notice shall contain both an irrevocable offer by the Whitehall Group to buy Pointview for a price (the “Pointview Offer Price”) equal to the price specified in the Pointview Buy-Sell Notice (the “Pointview Offer to Buy”) and an offer to cause the Company to sell Pointview to WCPT at the Offer Price (the “Pointview Offer to Sell”). Within 45 days after receipt of a Pointview Buy-Sell Notice, WCPT shall deliver to the Whitehall Group an irrevocable binding notice (the “Pointview Election Notice”) specifying whether it elects to accept the Whitehall Group’s Pointview Offer to Buy or Pointview Offer to Sell. If within such 45-day period, WCPT shall not have delivered an Election Notice, then WCPT shall be conclusively deemed to have irrevocably accepted the Whitehall Group’s Pointview Offer to Buy. (ii) If WCPT accepts (or is deemed to have accepted) the Whitehall Group’s Offer to Buy, the Whitehall Group (or its designee) will make a deposit to the Company in the amount equal to 10% of the Pointview Offer Price, which deposit shall be non-refundable except in the event of a default by the Company or WCPT. If WCPT accepts the Whitehall Group’s Pointview Offer to Sell, WCPT will make a deposit to the Company in the amount equal to 10% of the Pointview Offer Price, which deposit shall be non-refundable except in the event of a default by the Company or the Whitehall Group. If WCPT elects to buy Pointview it may designate another entity to buy Pointview. (iii) Closing of the Pointview Buy-Sell will occur within 90 (or if the Offer Price exceeds $25 million, 180) days after the Pointview Election. Notice is delivered or an election is deemed made, with time being of the essence. In the event the Company (or WCPT, in the event the Pointview Offer to Buy is accepted, or the Whitehall Group, in the event the Pointview Offer to Sell is accepted) defaults in its obligation to sell (or to cause the Company to sell) Pointview, the non-defaulting party will be entitled to the return of the deposit or to seek specific performance. If the party obligated to buy (the “Buying Party”) Pointview defaults in its obligation, the non-defaulting party (WCPT, in the event the Pointview Offer to Buy is accepted, or the Whitehall Group, in the event the Pointview Offer to Sell is accepted) will be entitled, at its election, to retain the deposit for the Company’s account as liquidated damages (but the defaulting party shall not share in the same) or apply the deposit towards the Pointview Offer Price and complete the purchase of Pointview for the non-defaulting party’s account. In the event the Whitehall Group defaults in its obligation either to cause the Company to sell Pointview (if the Pointview Offer to Sell is accepted) or buy Pointview (if the Pointview Offer to Buy is accepted), it will lose all further right to trigger a buy-sell with respect to Pointview and WCPT will have the right to exercise all such rights granted to the Whitehall Group under this Section 10(a)(i) (and in such event the Whitehall Group will have the same rights as WCPT hereunder). (iv) In connection with the foregoing purchase and sale, no representations will be made by the Company. The following costs and expenses will be allocated as follows: (i) the Company will be responsible for its own attorneys’ fees and expenses and the Buying Party will be responsible for its own attorneys’ fees and expenses; and (ii) the Company will be responsible for the payment of any transfer taxes in connection with the sale of Pointview and (iii) the Company will bear any consent or similar fees or expenses. (v) In the event WCPT or its controlled affiliate acquires Pointview pursuant to the buy-sell, New Manager will, at the request of WCPT or such controlled affiliate, agree to act as asset manager of Pointview for a fee of 1% per annum of the Offer Price and to act as leasing agent, development manager or construction manager (the “Development Services”) at such fees set forth on Schedule 1 for a period of not more than 3 years after the Effective Date (it being understood that New Manager will not be required to act as an asset manager unless it is also engaged to provide Development Services and vice versa). (b) Except as provided in clause (c) below, each of the Whitehall Group and WCPT (each a “Triggering Party”) will each have the right to trigger a “Global Buy-Sell” after December 31, 2003 upon the following terms: (i) A Triggering Party may trigger a Global Buy-Sell by delivering to the other party (the “Non-Triggering Party”) a notice (the “Global Buy-Sell Notice”) that specifies the price per membership unit of the Company (the “Unit Price”) such Triggering Party is willing (1) to pay for the entire interest of the Non-Triggering Party in the Company (the “Non-Triggering Party Interest”) or (2) to sell to the Non-Triggering Party the entire interest of the Triggering Party in the Company (the “Triggering Party Interest”). Such Global Buy-Sell Notice shall contain both an irrevocable offer by the Triggering Party to buy the Non-Triggering Party Interest for a price equal to the product of the Unit Price and the number of Membership Units owned by the Non-Triggering Party (the “Global Offer to Buy”) and an offer to sell the Triggering Party Interest for a price equal to the product of the Unit Price and the number of Membership Units owned by the Triggering Party (the “Global Offer to Sell”). Within 30 days after receipt of a Global Buy-Sell Notice, the Non-Triggering Party shall deliver to the Triggering Party an irrevocable binding notice (the “Global Election Notice”) specifying whether it elects to accept the Trigger Party’s Global Offer to Buy or Global Offer to Sell. If within such 30-day period, the Non-Triggering Party shall not have delivered a Global Election Notice, then the Non-Triggering Party shall be conclusively deemed to have accepted the Triggering Party’s Global Offer to Buy. (ii) If the Non-Triggering Party accepts (or is deemed to have accepted) the Triggering Party’s Global Offer to Buy, the Triggering Party will make a deposit in the amount equal to 10% of the product of (x) the number of Membership Units owned by the Non-Triggering Party multiplied by (y) the Unit Price; provided that in the event the Company Value (i.e., the sum of (I) the product of (A) the total number of outstanding Membership Units multiplied by (B) the Unit Price, plus (II) all debt and preferred equity of the Company) is greater than $250 million, the deposit shall be in the amount equal to 7.5% of the product of (x) the number of Membership Units owned by the Non-Triggering Party multiplied by (y) the Unit Price. If the Non-Triggering Party accepts the Triggering Party’s Global Offer to Sell, the Non-Triggering Party will make a deposit in the amount equal to 10% of the product of (x) the number of Membership Units owned by the Triggering Party multiplied by (y) the Unit Price; provided that in the event the Company Value (i.e., the sum of (I) the product of (A) the total number of outstanding Membership Units multiplied by (B) the Unit Price, plus (II) all debt and preferred equity of the Company) is greater than $250 million, the deposit shall be in the amount equal to 7.5% of the product of (x) the number of Membership Units owned by the Triggering Party multiplied by (y) the Unit Price). (iii) Closing of the Global Buy-Sell will occur within 180 days after the Global Election Notice is delivered or an election is deemed made, with time being of the essence after the Global Election Notice is delivered or an election is deemed made, with time being of the essence. In the event a party obligated to sell (the “Selling Party”) its interest in the Company defaults in its obligation, the non-defaulting party will be entitled to the return of the deposit or to seek specific performance. If the party obligated to buy (the “Buying Party”) the other party’s interest in the Company defaults in its obligation, the non-defaulting party will be entitled to retain the deposit for its own account as liquidated damages. In addition, the defaulting party will forfeit all further rights to trigger a Global Buy-Sell and the non-defaulting party will have the right, from time to time and at any time, to trigger the Global Buy-Sell. (iv) In connection with the foregoing purchase and sale, the Selling Party will represent, in addition to customary representations as to due authorization, execution and delivery and enforceability of the transfer documents only that it owns the entire Interest being sold and that it is transferring such Interest in the Company free and clear of all liens and encumbrances. The Selling Party will not be liable for any claims arising from or in connection with such transferred interests after the closing date of such purchase and sale (the “Post-Closing Claims”), arising prior to closing, except for claims that result from or are on account of tortious actions of the Selling Party and the Buying Party shall either obtain a release of the Selling Party from, or indemnify the Selling Party against, the Post-Closing Claims. The following costs and expenses will be allocated as follows: (i) each party will be responsible for its own attorneys’ fees and expenses; (ii) the Selling Party will be responsible for the payment of any transfer taxes in connection with the sale of such party’s Interest; and (iii) the Buying Party will bear any consent or similar fees or expenses. (v) In the event that at the time of the Closing of the Global Buy-Sell the Company owns Development Assets (which will be defined as any property as to which more than $1 million of the budgeted tenant improvement, base building or renovation work remains to be completed), then the New Manager will, at the request of WCPT or its controlled affiliate if it is the Buying Party, agree to act as asset manager for such properties for a fee of 1% per annum of the costs of such Development Assets and to provide such Development Services at 90% of the market rates set forth on Schedule 1 for a period of up to 1 year. The provisions of this clause shall not apply in the event WCPT designates a third party to be the Buying Partying and such entity is not affiliated with and controlled by WCPT. (c) Notwithstanding the foregoing, in the event that on the date of the delivery of a Global Buy-Sell notice the Company and its Subsidiaries do not own any properties the sale of which would trigger the tax indemnification obligation of the Company in favor of Saracen under Section 8.2A of the Operating Agreement, then the foregoing Global Buy-Sell mechanism will apply mutatis mutandis (on the same basis as for the Pointview property) with respect to all of the assets of the Company instead of the Triggering Party’s and Non-Triggering Party’s interest in the Company; provided that the Closing of such Buy-Sell will occur within 90 (or if the total purchase price of all the assets (debt plus equity) (the “Total Purchase Price”) would exceed $250 million, 120 days after the Global Election Notice is delivered or an election is deemed made, with time being of the essence. The Global Buy-Sell under this clause (c) will be for all (and not less than all) of the Company’s Properties. In case of a buy-sell pursuant to this Section 9(c), the Buying Party will be required to make a deposit to the Company in the amount equal to 5% of the Total Purchase Price. (d) In connection with any of the buy-sells triggered pursuant to this Section 9, neither party will make any representations to the other, except only for those representations set forth in Section 10(b)(iv).

Buy-Sell. (ai) In the event WCPT’s approval is sought pursuant that the Holders are unable to Section 1(b)(iagree upon the resolution of a Major Decision within ten (10) above and is denied, the Whitehall Group will have the right to exercise a buy-sell with respect to Pointview such that either WCPT or the Whitehall Group will purchase Pointview pursuant Business Days of delivery to the following terms: Holders by the Servicer of written notice of a proposed recommendation for, or a request for direction regarding the resolution of, a Major Decision, either Holder (ithe applicable Holder being the “Initiating Holder”) The Whitehall Group may trigger a Pointview Buy-Sell thereafter invoke the provisions of this subsection (d) by delivering to WCPT a sending notice (the “Pointview Buy-Sell Notice”) to the other Holder (the “Responding Holder”) containing (A) a statement that specifies the Initiating Holder wishes to buy the Responding Holder’s Note or sell the Initiating Holder’s Note, as applicable, at the election of the Responding Holder and (B) the price of the Whitehall Group is willing Note (1) to buy Pointview from the Company or (2) to cause the Company to sell Pointview to WCPT. Such Pointview “Buy-Sell Notice shall contain both an irrevocable offer by the Whitehall Group to buy Pointview for a price (the “Pointview Offer Price”) equal to at which the price specified in the Pointview Initiating Holder is invoking this Buy-/Sell Notice (the “Pointview Offer to Buy”) and an offer to cause the Company to sell Pointview to WCPT at the Offer Price (the “Pointview Offer to Sell”). Within 45 days after receipt of a Pointview Buy-Sell Notice, WCPT shall deliver to the Whitehall Group an irrevocable binding notice (the “Pointview Election Notice”) specifying whether it elects to accept the Whitehall Group’s Pointview Offer to Buy or Pointview Offer to Sell. If within such 45-day period, WCPT shall not have delivered an Election Notice, then WCPT shall be conclusively deemed to have irrevocably accepted the Whitehall Group’s Pointview Offer to Buyprovision. (ii) Within fifteen (15) days after the date the Initiating Holder delivers the Buy-Sell Notice to the Responding Holder (the “Election Period”), the Responding Holder shall give written notice to the Initiating Holder electing either to purchase the Initiating Holder’s Note (notwithstanding whether the Initiating Holder’s Buy-Sell Notice indicated its wish to buy the Responding Holder’s Note) for consideration equal to the Buy-Sell Price or to sell its Note to the Initiating Holder for consideration equal to the Buy-Sell Price applicable to the Responding Holder. If WCPT accepts (or is the Responding Holder shall not give the above notice within the Election Period, the Responding Holder shall be deemed to have acceptedelected, on the last day of the Election Period (the “Final Election Date”) the Whitehall Group’s Offer to Buy, the Whitehall Group (or sell its designee) will make a deposit Note to the Company in Initiating Holder for the amount equal to 10% of the Pointview Offer Buy-Sell Price, which deposit shall be non-refundable except in the event of a default by the Company or WCPT. If WCPT accepts the Whitehall Group’s Pointview Offer to Sell, WCPT will make a deposit to the Company in the amount equal to 10% of the Pointview Offer Price, which deposit shall be non-refundable except in the event of a default by the Company or the Whitehall Group. If WCPT elects to buy Pointview it may designate another entity to buy Pointview. (iii) Closing of The closing shall take place on the Pointview date (the “Buy-Sell will occur within 90 Closing Date”) which is fifteen (or if the Offer Price exceeds $25 million, 18015) days after the Pointview Election. Notice is delivered or an election is deemed made, with time being of the essence. In the event the Company (or WCPT, A) in the event the Pointview Offer Responding Holder shall have timely elected by written notice delivered pursuant to Buy is acceptedsubsection (d)(ii) of this Section 6, the date on which such written notice shall have been received by the Initiating Holder or the Whitehall Group, (B) in the event the Pointview Offer Responding Holder shall have failed to Sell is acceptedhave made an election within the Election Period in accordance with subsection (d)(ii) defaults in its obligation to sell (or to cause the Company to sell) Pointviewof this Section 6, the nonFinal Election Date. On the Buy-defaulting party will be entitled to Sell Closing Date, the return of the deposit or to seek specific performance. If the party obligated to buy selling Holder (the “Buying PartySelling Holder”) Pointview defaults shall deliver or cause to be delivered the subject Note, and the Selling Holder and the purchasing Holder (the “Purchasing Holder”) shall execute and deliver to each other such other instruments of transfer as shall be reasonably requested by the Purchasing Holder in its obligation, order to convey the non-defaulting party (WCPT, in the event the Pointview Offer to Buy is accepted, or the Whitehall Group, in the event the Pointview Offer to Sell is accepted) will be entitled, at its election, to retain the deposit for the Company’s account as liquidated damages (but the defaulting party shall not share in the same) or apply the deposit towards the Pointview Offer Price and complete the purchase of Pointview for the non-defaulting party’s account. In the event the Whitehall Group defaults in its obligation either to cause the Company to sell Pointview (if the Pointview Offer to Sell is accepted) or buy Pointview (if the Pointview Offer to Buy is accepted), it will lose all further right to trigger a buy-sell with respect to Pointview and WCPT will have the right to exercise all such rights granted subject Note to the Whitehall Group under this Section 10(a)(i) (Purchasing Holder free and in such event the Whitehall Group will have the same rights as WCPT hereunder)clear of all liens, claims, participation or other interests, and encumbrances. (iv) In connection with On the foregoing purchase and saleBuy-Sell Closing Date, no representations will be made the Purchasing Holder shall pay to the Selling Holder an amount equal to (A) the applicable Buy-Sell Price plus (B) the amount of any unreimbursed Protective Advances and/or Super-Priority Advances previously advanced by Selling Holder, by wire transfer of immediately available funds to an account or accounts designated by the CompanySelling Holder. The following costs closing shall occur at the office of the Purchasing Holder’s counsel as shall be designated by the Purchasing Holder by notice to the Selling Holder at least five (5) days prior to the Buy-Sell Closing Date, or at such other location as may be agreed to mutually by the Selling Holder and expenses will be allocated as follows: (i) the Company will be responsible for Purchasing Holder. Each Holder shall pay its own attorneys’ fees and expenses and associated with the Buying Party will sale. The Note(s) shall be responsible transferred without recourse or representation or warranty except for its own attorneys’ fees and expenses; the representations that the seller (x) is the holder of 100% of the interest in the subject Note(s), that (y) has not assigned, sold or otherwise transferred the Note(s) to any other party, and (iiz) is transferring the Company will be responsible for the payment Note(s) free and clear of any transfer taxes in connection with the sale liens, encumbrances, participation interests and claims of Pointview and (iii) the Company will bear any consent type or similar fees or expensesnature. (v) If the Purchasing Holder shall fail to complete the purchase within the time and in the manner required hereunder, then the Selling Holder may, without prejudice to any other remedies available to it hereunder or under applicable law, elect to become the Purchasing Holder and purchase the other Holder’s (which would then be the Selling Holder) Note at the Buy-Sell Price, such election to be made within ten (10) Business Days after the initial Purchasing Holder’s failure timely and properly to close, with the closing to take place within ten (10) Business Days after delivery of such election notice to the initial Purchasing Holder. If the Selling Holder fails to convey its Note within the time and in the manner required hereunder, then the Purchasing Holder shall have all remedies allowed by law, including specific performance. (vi) From and after the Final Election Date, the Purchasing Holder shall make all Major Decisions without the approval of the Selling Holder. In the event WCPT or its controlled affiliate acquires Pointview that either: (A) Purchasing Holder fails to complete the purchase in accordance with the provisions of clause (iv) of this subsection (d) and Selling Holder declines to purchase such Purchasing Holder’s interest in accordance with clause (v) of this subsection (d) or (B) no Holder sends a Buy-Sell Notice pursuant to clause (i) of this subsection (d) within ten (10) Business Days after delivery to the buy-sellHolders by the Servicer of written notice of a proposed recommendation for, New Manager willor a request for direction regarding the resolution of a Major Decision, at then such Major Decision shall be deemed (x) approved by the request of WCPT or Holders if such controlled affiliate, agree to act as asset manager of Pointview for a fee of 1% per annum Major Decision is of the Offer Price and to act as leasing agenttype described in any of clauses (xi), development manager (xiii), (xix), (xx), or construction manager (xxiii) of the definition of “Development Services”Major Decisions” in Section 1 of this Agreement or (y) at disapproved by the holders if such fees set forth on Schedule 1 for a period Major Decision is described in any clause of such definition not more than 3 years after listed in the Effective Date immediately preceding clause (it being understood that New Manager will not be required to act as an asset manager unless it is also engaged to provide Development Services and vice versax). (bvii) Except as provided in clause Any Holder may assign its rights pursuant to this subsection (c) below, each of the Whitehall Group and WCPT (each a “Triggering Party”) will each have the right to trigger a “Global Buy-Sell” after December 31, 2003 upon the following terms: (i) A Triggering Party may trigger a Global Buy-Sell by delivering to the other party (the “Non-Triggering Party”) a notice (the “Global Buy-Sell Notice”) that specifies the price per membership unit of the Company (the “Unit Price”) such Triggering Party is willing (1d) to pay for purchase the entire interest of the Non-Triggering Party in the Company (the “Non-Triggering Party Interest”) or (2) applicable Note to sell to the Non-Triggering Party the entire interest of the Triggering Party in the Company (the “Triggering Party Interest”). Such Global Buy-Sell Notice shall contain both an irrevocable offer by the Triggering Party to buy the Non-Triggering Party Interest for a price equal to the product of the Unit Price and the number of Membership Units owned by the Non-Triggering Party (the “Global Offer to Buy”) and an offer to sell the Triggering Party Interest for a price equal to the product of the Unit Price and the number of Membership Units owned by the Triggering Party (the “Global Offer to Sell”). Within 30 days after receipt of a Global Buy-Sell Notice, the Non-Triggering Party shall deliver to the Triggering Party an irrevocable binding notice (the “Global Election Notice”) specifying whether it elects to accept the Trigger Party’s Global Offer to Buy or Global Offer to Sell. If within such 30-day period, the Non-Triggering Party shall not have delivered a Global Election Notice, then the Non-Triggering Party shall be conclusively deemed to have accepted the Triggering Party’s Global Offer to Buy. (ii) If the Non-Triggering Party accepts (or is deemed to have accepted) the Triggering Party’s Global Offer to Buy, the Triggering Party will make a deposit in the amount equal to 10% of the product of (x) the number of Membership Units owned by the Non-Triggering Party multiplied by (y) the Unit PriceAffiliate; provided that in any assignee of such rights shall be a Qualified Transferee (or shall obtain a Rating Agency Confirmation prior to such assignment or otherwise comply with the event the Company Value (i.e., the sum of (I) the product of (A) the total number of outstanding Membership Units multiplied by (B) the Unit Price, plus (II) all debt and preferred equity transfer provision of the Company) is greater than $250 million, the deposit shall be in the amount equal to 7.5% of the product of (x) the number of Membership Units owned by the Non-Triggering Party multiplied by (y) the Unit Price. If the Non-Triggering Party accepts the Triggering Party’s Global Offer to Sell, the Non-Triggering Party will make a deposit in the amount equal to 10% of the product of (x) the number of Membership Units owned by the Triggering Party multiplied by (y) the Unit Price; provided that in the event the Company Value (i.e., the sum of (I) the product of (A) the total number of outstanding Membership Units multiplied by (B) the Unit Price, plus (II) all debt and preferred equity of the Company) is greater than $250 million, the deposit shall be in the amount equal to 7.5% of the product of (x) the number of Membership Units owned by the Triggering Party multiplied by (y) the Unit PriceIntercreditor Agreement). (iii) Closing of the Global Buy-Sell will occur within 180 days after the Global Election Notice is delivered or an election is deemed made, with time being of the essence after the Global Election Notice is delivered or an election is deemed made, with time being of the essence. In the event a party obligated to sell (the “Selling Party”) its interest in the Company defaults in its obligation, the non-defaulting party will be entitled to the return of the deposit or to seek specific performance. If the party obligated to buy (the “Buying Party”) the other party’s interest in the Company defaults in its obligation, the non-defaulting party will be entitled to retain the deposit for its own account as liquidated damages. In addition, the defaulting party will forfeit all further rights to trigger a Global Buy-Sell and the non-defaulting party will have the right, from time to time and at any time, to trigger the Global Buy-Sell. (iv) In connection with the foregoing purchase and sale, the Selling Party will represent, in addition to customary representations as to due authorization, execution and delivery and enforceability of the transfer documents only that it owns the entire Interest being sold and that it is transferring such Interest in the Company free and clear of all liens and encumbrances. The Selling Party will not be liable for any claims arising from or in connection with such transferred interests after the closing date of such purchase and sale (the “Post-Closing Claims”), arising prior to closing, except for claims that result from or are on account of tortious actions of the Selling Party and the Buying Party shall either obtain a release of the Selling Party from, or indemnify the Selling Party against, the Post-Closing Claims. The following costs and expenses will be allocated as follows: (i) each party will be responsible for its own attorneys’ fees and expenses; (ii) the Selling Party will be responsible for the payment of any transfer taxes in connection with the sale of such party’s Interest; and (iii) the Buying Party will bear any consent or similar fees or expenses. (v) In the event that at the time of the Closing of the Global Buy-Sell the Company owns Development Assets (which will be defined as any property as to which more than $1 million of the budgeted tenant improvement, base building or renovation work remains to be completed), then the New Manager will, at the request of WCPT or its controlled affiliate if it is the Buying Party, agree to act as asset manager for such properties for a fee of 1% per annum of the costs of such Development Assets and to provide such Development Services at 90% of the market rates set forth on Schedule 1 for a period of up to 1 year. The provisions of this clause shall not apply in the event WCPT designates a third party to be the Buying Partying and such entity is not affiliated with and controlled by WCPT. (c) Notwithstanding the foregoing, in the event that on the date of the delivery of a Global Buy-Sell notice the Company and its Subsidiaries do not own any properties the sale of which would trigger the tax indemnification obligation of the Company in favor of Saracen under Section 8.2A of the Operating Agreement, then the foregoing Global Buy-Sell mechanism will apply mutatis mutandis (on the same basis as for the Pointview property) with respect to all of the assets of the Company instead of the Triggering Party’s and Non-Triggering Party’s interest in the Company; provided that the Closing of such Buy-Sell will occur within 90 (or if the total purchase price of all the assets (debt plus equity) (the “Total Purchase Price”) would exceed $250 million, 120 days after the Global Election Notice is delivered or an election is deemed made, with time being of the essence. The Global Buy-Sell under this clause (c) will be for all (and not less than all) of the Company’s Properties. In case of a buy-sell pursuant to this Section 9(c), the Buying Party will be required to make a deposit to the Company in the amount equal to 5% of the Total Purchase Price. (d) In connection with any of the buy-sells triggered pursuant to this Section 9, neither party will make any representations to the other, except only for those representations set forth in Section 10(b)(iv).

Buy-Sell. (a) In the event WCPT’s approval is sought pursuant to Section 1(b)(i) above and is denied, the Whitehall Group will have the right to exercise a buy-sell with respect to Pointview such that either WCPT or the Whitehall Group will purchase Pointview pursuant to the following terms: (i) The Whitehall Group may trigger a Pointview Buy-Sell by delivering to WCPT a notice (the “Pointview Buy-Sell Notice”) that specifies the price the Whitehall Group is willing (1) to buy Pointview from the Company or (2) to cause the Company to sell Pointview to WCPT. Such Pointview Buy-Sell Notice shall contain both an irrevocable offer by the Whitehall Group to buy Pointview for a price (the “Pointview Offer Price”) equal to the price specified in the Pointview Buy-Sell Notice (the “Pointview Offer to Buy”) and an offer to cause the Company to sell Pointview to WCPT at the Offer Price (the “Pointview Offer to Sell”). Within 45 days after receipt of a Pointview Buy-Sell Notice, WCPT shall deliver to the Whitehall Group an irrevocable binding notice (the “Pointview Election Notice”) specifying whether it elects to accept the Whitehall Group’s Pointview Offer to Buy or Pointview Offer to Sell. If within such 45-day period, WCPT shall not have delivered an Election Notice, then WCPT shall be conclusively deemed to have irrevocably accepted the Whitehall Group’s Pointview Offer to Buy. (ii) If WCPT accepts (or is deemed to have accepted) the Whitehall Group’s Offer to Buy, the Whitehall Group (or its designee) will make a deposit to the Company in the amount equal to 10% of the Pointview Offer Price, which deposit shall be non-refundable except in the event of a default by the Company or WCPT. If WCPT accepts the Whitehall Group’s Pointview Offer to Sell, WCPT will make a deposit to the Company in the amount equal to 10% of the Pointview Offer Price, which deposit shall be non-refundable except in the event of a default by the Company or the Whitehall Group. If WCPT elects to buy Pointview it may designate another entity to buy Pointview. (iii) Closing of the Pointview Buy-Sell will occur within 90 (or if the Offer Price exceeds $25 million, 180) days after the Pointview Election. Notice is delivered or an election is deemed made, with time being of the essence. In the event the Company (or WCPT, in the event the Pointview Offer to Buy is accepted, or the Whitehall Group, in the event the Pointview Offer to Sell is accepted) defaults in its obligation to sell (or to cause the Company to sell) Pointview, the non-defaulting party will be entitled to the return of the deposit or to seek specific performance. If the party obligated to buy (the “Buying Party”) Pointview defaults in its obligation, the non-defaulting party (WCPT, in the event the Pointview Offer to Buy is accepted, or the Whitehall Group, in the event the Pointview Offer to Sell is accepted) will be entitled, at its election, to retain the deposit for the Company’s account as liquidated damages (but the defaulting party shall not share in the same) or apply the deposit towards the Pointview Offer Price and complete the purchase of Pointview for the non-defaulting party’s account. In the event the Whitehall Group defaults in its obligation either to cause the Company to sell Pointview (if the Pointview Offer to Sell is accepted) or buy Pointview (if the Pointview Offer to Buy is accepted), it will lose all further right to trigger a buy-sell with respect to Pointview and WCPT will have the right to exercise all such rights granted to the Whitehall Group under this Section 10(a)(i) (and in such event the Whitehall Group will have the same rights as WCPT hereunder). (iv) In connection with the foregoing purchase and sale, no representations will be made by the Company. The following costs and expenses will be allocated as follows: (i) the Company will be responsible for its own attorneys’ fees and expenses and the Buying Party will be responsible for its own attorneys’ fees and expenses; and (ii) the Company will be responsible for the payment of any transfer taxes in connection with the sale of Pointview and (iii) the Company will bear any consent or similar fees or expenses. (v) In the event WCPT or its controlled affiliate acquires Pointview pursuant to the buy-sell, New Manager will, at the request of WCPT or such controlled affiliate, agree to act as asset manager of Pointview for a fee of 1% per annum of the Offer Price and to act as leasing agent, development manager or construction manager (the “Development Services”) at such fees set forth on Schedule 1 for a period of not more than 3 years after the Effective Date (it being understood that New Manager will not be required to act as an asset manager unless it is also engaged to provide Development Services and vice versa). (b) Except as provided in clause (c) below, each of the Whitehall Group and WCPT (each a “Triggering Party”) will each have the right to trigger a “Global Buy-Sell” after December 31, 2003 upon the following terms: (i) A Triggering Party may trigger a Global Buy-Sell by delivering to the other party (the “Non-Triggering Party”) a notice (the “Global Buy-Sell Notice”) that specifies the price per membership unit of the Company (the “Unit Price”) such Triggering Party is willing (1) to pay for the entire interest of the Non-Triggering Party in the Company (the “Non-Triggering Party Interest”) or (2) to sell to the Non-Triggering Party the entire interest of the Triggering Party in the Company (the “Triggering Party Interest”). Such Global Buy-Sell Notice shall contain both an irrevocable offer by the Triggering Party to buy the Non-Triggering Party Interest for a price equal to the product of the Unit Price and the number of Membership Units owned by the Non-Triggering Party (the “Global Offer to Buy”) and an offer to sell the Triggering Party Interest for a price equal to the product of the Unit Price and the number of Membership Units owned by the Triggering Party (the “Global Offer to Sell”)) . Within 30 days after receipt of a Global Buy-Sell Notice, the Non-Triggering Party shall deliver to the Triggering Party an irrevocable binding notice (the “Global Election Notice”) specifying whether it elects to accept the Trigger Party’s Global Offer to Buy or Global Offer to Sell. If within such 30-day period, the Non-Triggering Party shall not have delivered a Global Election Notice, then the Non-Triggering Party shall be conclusively deemed to have accepted the Triggering Party’s Global Offer to Buy. (ii) If the Non-Triggering Party accepts (or is deemed to have accepted) the Triggering Party’s Global Offer to Buy, the Triggering Party will make a deposit in the amount equal to 10% of the product of (x) the number of Membership Units owned by the Non-Triggering Party multiplied by (y) the Unit Price; provided that in the event the Company Value (i.e., the sum of (I) the product of (A) the total number of outstanding Membership Units multiplied by (B) the Unit Price, plus (II) all debt and preferred equity of the Company) is greater than $250 million, the deposit shall be in the amount equal to 7.5% of the product of (x) the number of Membership Units owned by the Non-Triggering Party multiplied by (y) the Unit Price. If the Non-Triggering Party accepts the Triggering Party’s Global Offer to Sell, the Non-Triggering Party will make a deposit in the amount equal to 10% of the product of (x) the number of Membership Units owned by the Triggering Party multiplied by (y) the Unit Price; provided that in the event the Company Value (i.e., the sum of (I) the product of (A) the total number of outstanding Membership Units multiplied by (B) the Unit Price, plus (II) all debt and preferred equity of the Company) is greater than $250 million, the deposit shall be in the amount equal to 7.5% of the product of (x) the number of Membership Units owned by the Triggering Party multiplied by (y) the Unit Price). (iii) Closing of the Global Buy-Sell will occur within 180 days after the Global Election Notice is delivered or an election is deemed made, with time being of the essence after the Global Election Notice is delivered or an election is deemed made, with time being of the essence. In the event a party obligated to sell (the “Selling Party”) its interest in the Company defaults in its obligation, the non-defaulting party will be entitled to the return of the deposit or to seek specific performance. If the party obligated to buy (the “Buying Party”) the other party’s interest in the Company defaults in its obligation, the non-defaulting party will be entitled to retain the deposit for its own account as liquidated damages. In addition, the defaulting party will forfeit all further rights to trigger a Global Buy-Sell and the non-defaulting party will have the right, from time to time and at any time, to trigger the Global Buy-Sell. (iv) In connection with the foregoing purchase and sale, the Selling Party will represent, in addition to customary representations as to due authorization, execution and delivery and enforceability of the transfer documents only that it owns the entire Interest being sold and that it is transferring such Interest in the Company free and clear of all liens and encumbrances. The Selling Party will not be liable for any claims arising from or in connection with such transferred interests after the closing date of such purchase and sale (the “Post-Closing Claims”), arising prior to closing, except for claims that result from or are on account of tortious actions of the Selling Party and the Buying Party shall either obtain a release of the Selling Party from, or indemnify the Selling Party against, the Post-Closing Claims. The following costs and expenses will be allocated as follows: (i) each party will be responsible for its own attorneys’ fees and expenses; (ii) the Selling Party will be responsible for the payment of any transfer taxes in connection with the sale of such party’s Interest; and (iii) the Buying Party will bear any consent or similar fees or expenses. (v) In the event that at the time of the Closing of the Global Buy-Sell the Company owns Development Assets (which will be defined as any property as to which more than $1 million of the budgeted tenant improvement, base building or renovation work remains to be completed), then the New Manager will, at the request of WCPT or its controlled affiliate if it is the Buying Party, agree to act as asset manager for such properties for a fee of 1% per annum of the costs of such Development Assets and to provide such Development Services at 90% of the market rates set forth on Schedule 1 for a period of up to 1 year. The provisions of this clause shall not apply in the event WCPT designates a third party to be the Buying Partying and such entity is not affiliated with and controlled by WCPT. (c) Notwithstanding the foregoing, in the event that on the date of the delivery of a Global Buy-Sell notice the Company and its Subsidiaries do not own any properties the sale of which would trigger the tax indemnification obligation of the Company in favor of Saracen under Section 8.2A of the Operating Agreement, then the foregoing Global Buy-Sell mechanism will apply mutatis mutandis (on the same basis as for the Pointview property) with respect to all of the assets of the Company instead of the Triggering Party’s and Non-Triggering Party’s interest in the Company; provided that the Closing of such Buy-Sell will occur within 90 (or if the total purchase price of all the assets (debt plus equity) (the “Total Purchase Price”) would exceed $250 million, 120 days after the Global Election Notice is delivered or an election is deemed made, with time being of the essence. The Global Buy-Sell under this clause (c) will be for all (and not less than all) of the Company’s Properties. In case of a buy-sell pursuant to this Section 9(c), the Buying Party will be required to make a deposit to the Company in the amount equal to 5% of the Total Purchase Price. (d) In connection with any of the buy-sells triggered pursuant to this Section 9, neither party will make any representations to the other, except only for those representations set forth in Section 10(b)(iv).

Buy-Sell. (a) In the event WCPT’s 's approval is sought pursuant to Section 1(b)(i) above and is denied, the Whitehall Group will have the right to exercise a buy-sell with respect to Pointview such that either WCPT or the Whitehall Group will purchase Pointview pursuant to the following terms: (i) The Whitehall Group may trigger a Pointview Buy-Sell by delivering to WCPT a notice (the “Pointview Buy"POINTVIEW BUY-Sell Notice”SELL NOTICE") that specifies the price the Whitehall Group is willing (1) to buy Pointview from the Company or (2) to cause the Company to sell Pointview to WCPT. Such Pointview Buy-Sell Notice shall contain both an irrevocable offer by the Whitehall Group to buy Pointview for a price (the “Pointview Offer "POINTVIEW OFFER Price”") equal to the price specified in the Pointview Buy-Sell Notice (the “Pointview Offer to Buy”"POINTVIEW OFFER TO BUY") and an offer to cause the Company to sell Pointview to WCPT at the Offer Price (the “Pointview Offer to Sell”"POINTVIEW OFFER TO SELL"). Within 45 days after receipt of a Pointview Buy-Sell Notice, WCPT shall deliver to the Whitehall Group an irrevocable binding notice (the “Pointview Election Notice”"POINTVIEW ELECTION NOTICE") specifying whether it elects to accept the Whitehall Group’s 's Pointview Offer to Buy or Pointview Offer to Sell. If within such 45-day period, WCPT shall not have delivered an Election Notice, then WCPT shall be conclusively deemed to have irrevocably accepted the Whitehall Group’s 's Pointview Offer to Buy. (ii) If WCPT accepts (or is deemed to have accepted) the Whitehall Group’s 's Offer to Buy, the Whitehall Group (or its designee) will make a deposit to the Company in the amount equal to 10% of the Pointview Offer Price, which deposit shall be non-refundable except in the event of a default by the Company or WCPT. If WCPT accepts the Whitehall Group’s 's Pointview Offer to Sell, WCPT will make a deposit to the Company in the amount equal to 10% of the Pointview Offer Price, which deposit shall be non-refundable except in the event of a default by the Company or the Whitehall Group. If WCPT elects to buy Pointview it may designate another entity to buy Pointview. (iii) Closing of the Pointview Buy-Sell will occur within 90 (or if the Offer Price exceeds $25 million, 180) days after the Pointview Election. Election Notice is delivered or an election is deemed made, with time being of the essence. In the event the Company (or WCPT, in the event the Pointview Offer to Buy is accepted, or the Whitehall Group, in the event the Pointview Offer to Sell is accepted) defaults in its obligation to sell (or to cause the Company to sell) Pointview, the non-defaulting party will be entitled to the return of the deposit or to seek specific performance. If the party obligated to buy (the “Buying Party”"BUYING PARTY") Pointview defaults in its obligation, the non-defaulting party (WCPT, in the event the Pointview Offer to Buy is accepted, or the Whitehall Group, in the event the Pointview Offer to Sell is accepted) will be entitled, at its election, to retain the deposit for the Company’s 's account as liquidated damages (but the defaulting party shall not share in the same) or apply the deposit towards the Pointview Offer Price and complete the purchase of Pointview for the non-defaulting party’s 's account. In the event the Whitehall Group defaults in its obligation either to cause the Company to sell Pointview (if the Pointview Offer to Sell is accepted) or buy Pointview (if the Pointview Offer to Buy is accepted), it will lose all further right to trigger a buy-sell with respect to Pointview and WCPT will have the right to exercise all such rights granted to the Whitehall Group under this Section 10(a)(i) (and in such event the Whitehall Group will have the same rights as WCPT hereunder). (iv) In connection with the foregoing purchase and sale, no representations will be made by the Company. The following costs and expenses will be allocated as follows: (i) the Company will be responsible for its own attorneys’ ' fees and expenses and the Buying Party will be responsible for its own attorneys’ ' fees and expenses; and (ii) the Company will be responsible for the payment of any transfer taxes in connection with the sale of Pointview and (iii) the Company will bear any consent or similar fees or expenses. (v) In the event WCPT or its controlled affiliate acquires Pointview pursuant to the buy-sell, New Manager will, at the request of WCPT or such controlled affiliate, agree to act as asset manager of Pointview for a fee of 1% per annum of the Offer Price and to act as leasing agent, development manager or construction manager (the “Development Services”"DEVELOPMENT SERVICES") at such fees set forth on Schedule 1 for a period of not more than 3 years after the Effective Date (it being understood that New Manager will not be required to act as an asset manager unless it is also engaged to provide Development Services and vice versa). (b) Except as provided in clause (c) below, each of the Whitehall Group and WCPT (each a “Triggering Party”"TRIGGERING PARTY") will each have the right to trigger a “Global Buy"GLOBAL BUY-Sell” SELL" after December 31, 2003 upon the following terms: (i) A Triggering Party may trigger a Global Buy-Sell by delivering to the other party (the “Non"NON-Triggering Party”TRIGGERING PARTY") a notice (the “Global Buy"GLOBAL BUY-Sell Notice”SELL NOTICE") that specifies the price per membership unit of the Company (the “Unit Price”"UNIT PRICE") such Triggering Party is willing (1) to pay for the entire interest of the Non-Triggering Party in the Company (the “Non"NON-Triggering Party Interest”TRIGGERING PARTY INTEREST") or (2) to sell to the Non-Triggering Party the entire interest of the Triggering Party in the Company (the “Triggering Party "TRIGGERING PARTY Interest”"). Such Global Buy-Sell Notice shall contain both an irrevocable offer by the Triggering Party to buy the Non-Triggering Party Interest for a price equal to the product of the Unit Price and the number of Membership Units owned by the Non-Triggering Party (the “Global Offer to Buy”"GLOBAL OFFER TO BUY") and an offer to sell the Triggering Party Interest for a price equal to the product of the Unit Price and the number of Membership Units owned by the Triggering Party (the “Global Offer to Sell”)"GLOBAL OFFER TO SELL") . Within 30 45 days after receipt of a Global Buy-Sell Notice, the Non-Triggering Party shall deliver to the Triggering Party an irrevocable binding notice (the “Global Election Notice”"GLOBAL ELECTION NOTICE") specifying whether it elects to accept the Trigger Party’s 's Global Offer to Buy or Global Offer to Sell. If within such 3045-day period, the Non-Triggering Party shall not have delivered a Global Election Notice, then the Non-Triggering Party shall be conclusively deemed to have accepted the Triggering Party’s 's Global Offer to Buy. (ii) If the Non-Triggering Party accepts (or is deemed to have accepted) the Triggering Party’s 's Global Offer to Buy, the Triggering Party will make a deposit in the amount equal to 10% of the product of (x) the number of Membership Units owned by the Non-Triggering Party multiplied by (y) the Unit Price; provided that in the event the Company Value (i.e., the sum of (I) the product of (A) the total number of outstanding Membership Units multiplied by (B) the Unit Price, plus (II) all debt and preferred equity of the Company) is greater than $250 million, the deposit shall be in the amount equal to 7.5% of the product of (x) the number of Membership Units owned by the Non-Triggering Party multiplied by (y) the Unit Price. Exhibit 10.104 Page 12 If the Non-Triggering Party accepts the Triggering Party’s 's Global Offer to Sell, the Non-Triggering Party will make a deposit in the amount equal to 10% of the product of (x) the number of Membership Units owned by the Triggering Party multiplied by (y) the Unit Price; provided that in the event the Company Value (i.e., the sum of (I) the product of (A) the total number of outstanding Membership Units multiplied by (B) the Unit Price, plus (II) all debt and preferred equity of the Company) is greater than $250 million, the deposit shall be in the amount equal to 7.5% of the product of (x) the number of Membership Units owned by the Triggering Party multiplied by (y) the Unit Price). (iii) Closing of the Global Buy-Sell will occur within 180 days after the Global Election Notice is delivered or an election is deemed made, with time being of the essence after the Global Election Notice is delivered or an election is deemed made, with time being of the essence. In the event a party obligated to sell (the “Selling Party”"SELLING PARTY") its interest in the Company defaults in its obligation, the non-defaulting party will be entitled to the return of the deposit or to seek specific performance. If the party obligated to buy (the “Buying Party”"BUYING PARTY") the other party’s 's interest in the Company defaults in its obligation, the non-defaulting party will be entitled to retain the deposit for its own account as liquidated damages. In addition, the defaulting party will forfeit all further rights to trigger a Global Buy-Sell and the non-defaulting party will have the right, from time to time and at any time, to trigger the Global Buy-Sell. (iv) In connection with the foregoing purchase and sale, the Selling Party will represent, in addition to customary representations as to due authorization, execution and delivery and enforceability of the transfer documents only that it owns the entire Interest being sold and that it is transferring such Interest in the Company free and clear of all liens and encumbrances. The Selling Party will not be liable for any claims arising from or in connection with such transferred interests after the closing date of such purchase and sale (the “Post"POST-Closing Claims”CLOSING CLAIMS"), arising prior to closing, except for claims that result from or are on account of tortious actions of the Selling Party and the Buying Party shall either obtain a release of the Selling Party from, or indemnify the Selling Party against, the Post-Closing Claims. The following costs and expenses will be allocated as follows: (i) each party will be responsible for its own attorneys’ ' fees and expenses; (ii) the Selling Party will be responsible for the payment of any transfer taxes in connection with the sale of such party’s 's Interest; and (iii) the Buying Party will bear any consent or similar fees or expenses. (v) In the event that at the time of the Closing of the Global Buy-Sell the Company owns Development Assets (which will be defined as any property as to which more than $1 million of the budgeted tenant improvement, base building or renovation work remains to be completed), then the New Manager will, at the request of WCPT or its controlled affiliate if it is the Buying Party, agree to act as asset manager for such properties for a fee of 1% per annum of the costs of such Development Assets and to provide such Development Services at 90% of the market rates set forth on Schedule 1 for a period of up to 1 year. The provisions of this clause shall not apply in the event WCPT designates a third party to be the Buying Partying and such entity is not affiliated with and controlled by WCPT. (c) Notwithstanding the foregoing, in the event that on the date of the delivery of a Global Buy-Sell notice the Company and its Subsidiaries do not own any properties the sale of which would trigger the tax indemnification obligation of the Company in favor of Saracen under Section 8.2A of the Operating Agreement, then the foregoing Global Buy-Sell mechanism will apply mutatis mutandis (on the same basis as for the Pointview property) with respect to all of the assets of the Company instead of the Triggering Party’s 's and Non-Triggering Party’s 's interest in the Company; provided that the Closing of the such Buy-Sell will occur within 90 (or if the total purchase price of all the assets (debt plus equity) (the “Total Purchase Price”"TOTAL PURCHASE PRICE") would exceed $250 million, 120 120) days after the Global Election Notice is delivered or an election is deemed made, with time being of the essence. The Global Buy-Sell under this clause (c) will be for all (and not less than all) of the Company’s 's Properties. In case of a buy-sell pursuant to this Section 9(c), the Buying Party will be required to make a deposit to the Company in the amount equal to 5% of the Total Purchase Price. (d) In connection with any of the buy-sells triggered pursuant to this Section 9, neither party will make any representations to the other, except only for those representations set forth in Section 10(b)(iv).