Common use of Exclusivity; Other Activities of the Members Clause in Contracts

Exclusivity; Other Activities of the Members. (a) Notwithstanding anything else to the contrary herein, until such time as Whitehall no longer owns Membership Units and/or Shares having an aggregate original cost or fair market value, whichever is greater, of at least $10 million neither WCPT nor any of its Affiliates (including WRP) may make any investment in or otherwise acquire or own, directly or indirectly, any Office Property located in North America, except through its Interest in the Company or as specifically set forth in Section 4.2(b), (c) and (d). Once the book value (before depreciation) of the Company's assets reaches $750,000,000, neither WCPT nor any of its Affiliates shall be entitled to make any investment pursuant to Section 4.2(b). For purposes of the first sentence of this Section 4.2(a), the direct or indirect ownership by WCPT or any of its Affiliates (including WRP) of any indebtedness or debt security which (i) is secured by one or more Office Properties, and (ii) when added to any senior and pari passu debt secured by such Office Property, had a loan-to-value ratio in excess of ninety percent (90%) at the time of origination shall constitute ownership of an Office Property by WCPT and a breach of this Section 4.2(a). WCPT acknowledges that this covenant is a material inducement to Whitehall entering into this Agreement and that a breach of this covenant shall constitute a material breach of this Agreement entitling Whitehall to exercise the remedies provided elsewhere in this Agreement and at law. (b) At any time after the first anniversary of the Initial Closing Date, an Affiliate of WCPT (including WRP) may acquire and own an Office Property if, and only if each of the following conditions are satisfied: (i) such Office Property is not located within the Target Territory, (ii) a property manager is hired by WRP or its Affiliate (other than WCPT) to manage the day-to-day operations at such Office Property, (iii) the net equity value of such Office Property plus the aggregate net equity value of all other Office Properties acquired by all such Affiliates pursuant to this Section 4.2(b) (determined at the time of acquisition) does not exceed the lesser of 25% of the net equity value of WCPT and 25% of the net equity value of WRP, (iv) WCPT or its Affiliate, as the case may be, shall have first offered the opportunity to acquire such Office Property to the Company in accordance with subparagraph (e) below and the Company shall have declined such opportunity in accordance therewith, (v) an Affiliate of WRP other than WCPT with its own corporate staff and acquisition personnel (distinct from the Company's) is established to acquire and own such Office Property, and (vi) the Company has not previously achieved a book value (before depreciation) of $750,000,000 or more. (c) If the Company has first been offered the opportunity, pursuant to subparagraph (e) below, to purchase an interest in the Office Property known as "First Canadian Place" located in Toronto and has declined such opportunity, an Affiliate of WCPT may purchase such Office Property as long as the conditions set forth in clauses (ii) and (v) of subparagraph (b) above are satisfied. (d) If WCPT or its Affiliate shall have offered the opportunity to acquire Office Properties in accordance with subparagraph (e) below and the Committee Representatives appointed by Whitehall shall have declined not less than five of such opportunities each having a purchase price of at least $15 million individually at any time since the later of (x) the first anniversary of the Initial Closing Date and (y) the date twelve months prior to the date of determination, then at any time thereafter (i) an Affiliate of WCPT (but not WCPT itself) may acquire Office Properties that have been offered to the Company pursuant to subparagraph (e) and declined by the Committee Representatives appointed by Whitehall and (ii) either party may trigger the provisions of Section 8.2(l). (e) If an Affiliate of WCPT (including WRP) wishes to make any investment in or otherwise acquire or own, directly or indirectly, any Office Property prior to the end of the term of this Agreement, then in such instance, WCPT shall provide written notice of such investment opportunity (an "Investment Notice") to each Committee Representative appointed by Whitehall. WCPT shall promptly provide to the Committee Representatives appointed by Whitehall all such information and copies of documents in WCPT's (or its Affiliate's) possession or reasonably available to WCPT (or its Affiliate) concerning any such Office Property. At the request of any Committee Representative appointed by Whitehall, WCPT shall deliver to Whitehall copies of all additional information and documents concerning such Office Property which are reasonably available to WCPT and are reasonably necessary for Whitehall to evaluate whether such Office Property is a suitable and desirable investment for the Company or one of its Subsidiaries, including all third-party reports and internal analyses or investment memoranda. The additional information and documents required to be provided to Whitehall or its Committee Representatives pursuant to this Section 4.2(e) shall be provided at the Company's expense. An Affiliate of WCPT (including WRP) may proceed with the investment in or acquisition of such Office Property if, and only if, (i) such investment or acquisition is not prohibited by Section 4.2(a) and (ii) within 15 Business Days after WCPT's delivery of an Investment Notice, or within 10 Business Days after the delivery of an Additional Information Request (as defined below), WCPT shall not have received notice from any Committee Representative appointed by Whitehall that either (x) the investment in or other acquisition of the specified Office Property would be a desirable investment for the Company or one of its Subsidiaries or (y) it reasonably requires additional information to make the determination whether the investment in or other acquisition of the specified Office Property would be a desirable investment for the Company or one of its Subsidiaries (an "Additional Information Request"). No more than two (2) Additional Information Requests may be made with respect to any investment opportunity. The fact that any information or document contained in an Additional Information Request shall be subject to a confidentiality agreement pursuant to which such information or document may not be disclosed to Whitehall shall not render an Additional Information Request unreasonable for purposes of clause (y) of the immediately preceding sentence. If, within 30 days after delivery of an Additional Information Request which contains a request for one or more documents subject to a confidentiality agreement to which WCPT or one of its Affiliates is bound, either (i) an appropriate modification or waiver of the relevant confidentiality agreement is not obtained or (ii) the relevant part of the Additional Information Request is not rescinded by Whitehall in writing, neither WCPT nor any of its Affiliates may make any investment in or otherwise acquire any interest in the relevant Office Property. (f) If the Company or one of its Subsidiaries does not elect to invest in or otherwise acquire an interest in any Office Property in accordance with Section 4.2 (e) and the financial terms of the transaction relating to such Office Property are later materially changed and, in the case of a change in financial terms, are expected to materially enhance the economic return of the Office Property, then the right of first refusal set forth in Section 4.2(e) shall again apply to such Office Property (it being understood that the economic return will be deemed to be "materially enhanced" in the event that either (i) the projected internal rate of return increases by at least one percent (1%) or (ii) the projected gross profits increase by at least $500,000.00 over the expected life of the investment). (g) Except as contemplated by this Agreement, WCPT shall not directly or indirectly enter into or conduct any business or own any assets other than through its Interest in the Company and shall not incur any Indebtedness or other liabilities or issue any debt or equity securities or Rights whatsoever without the prior written consent of Whitehall; provided that, WCPT may (i) issue additional Shares to WRP if (x) all proceeds received by WCPT are contributed to the Company to fund a Capital Call issued in accordance with Article V and (y) the price per Share paid in cash by WRP to WCPT is equal to the price per Membership Unit paid in cash by WCPT to the Company for such Capital Call and (ii) with the approval of Whitehall, issue Funding Debt if (x) the Company issues Back-to-Back Debt with identical terms to such Funding Debt and (y) all of the proceeds received by WCPT in connection with the issuance of such Funding Debt are used to purchase such Back-to-Back Debt. WCPT will not enter into a debt or equity financing unless, prior to entering into such financing, WCPT has first given the Company an opportunity to enter into such financing for the Company's account (rather than WCPT entering into such financing) substantially in the manner specified in Section 4.2(e). (h) Subject to this Section 4.2, each of WRP (but not WCPT), Whitehall and their respective Affiliates may engage or invest in any other activity or venture or possess any interest therein independently or with others. None of the Company, the Members, the creditors of the Company or any other person having any interest in the Company shall have (i) any claim, right or cause of action against any of the Members or any other Person employed by, related to or in any way affiliated with, any of the Members by reason of any direct or indirect investment or other participation, whether active or passive in any such activity or venture or interest therein, or (ii) any right to any such activity or venture or interest therein or the income or profits derived therefrom. Notwithstanding anything to the contrary herein, neither Whitehall nor any of its Affiliates nor any Person related to or in any way affiliated with Whitehall shall have any duty or obligation to disclose or offer to the Company or the Members, or obtain for the benefit of the Company or the Members, any activity or venture or interest therein and, except as otherwise specifically set forth herein (including, without limitation, in Section 4.2), neither WCPT nor any of its Affiliates nor any other Person related to or in any way affiliated with WCPT shall have any duty or obligation to disclose or offer to the Company or the Members, or obtain for the benefit of the Company or the Members, any activity or venture or interest therein. In addition, in the event that Whitehall introduces any investment opportunity to the Company and the Management Committee declines such opportunity, Whitehall shall not in any way be restricted with respect to such opportunity. (i) Whitehall hereby agrees that, with respect to any Office Property that has previously been offered to the Company by WCPT (or its Affiliate) and that the Committee Representatives appointed by Whitehall disapproved pursuant to subparagraph (e) above, (x) neither Whitehall nor any of its Affiliates shall be permitted to make any investment in or otherwise acquire or own, directly or indirectly, such Office Property and (y) it shall keep confidential all information concerning such Office Property that WCPT (or its Affiliate) provided to Whitehall (or any of its Affiliates) to the extent that such information constitutes Confidential Information (as defined below). The covenant set forth in clause (y) in the immediately preceding sentence shall cease to be applicable to any information either to the extent it no longer constitutes Confidential Information or more than two years has elapsed since the date of delivery thereof to Whitehall or its Affiliates. For purposes of this subparagraph (i), "Confidential Information" shall include all information furnished to Whitehall and its Affiliates by or on behalf of WCPT and/or its Affiliates concerning an Office Property. Notwithstanding the foregoing, any such information shall not constitute "Confidential Information" to the extent it (i) is or becomes generally available to the public other than as a result of a disclosure by Whitehall or its Affiliate in contravention of this Agreement, (ii) was already in the possession of Whitehall or its Affiliate prior to its disclosure to Whitehall or its Affiliate by or on behalf of WCPT or its Affiliate, (iii) is or becomes available to Whitehall or its Affiliate from a source (other than WCPT or its Affiliates) not bound, to the knowledge of Whitehall or its Affiliate, by any legal or other obligation prohibiting the disclosure of Confidential Information by such source to WCPT or its Affiliate or (iv) the Company or its Subsidiary acquires such Office Property.

Exclusivity; Other Activities of the Members. (ai) Notwithstanding anything else to the contrary herein, until such time as long as all of the Members of the Whitehall no longer owns Group, taken together, own Membership Units and/or Shares having an aggregate original cost or fair market value, whichever is greater, of at least $10 million neither 15 million, WCPT nor and any of its Affiliates (including WRP) may shall not make any investment in or otherwise acquire or own, directly or indirectly, any Office Property located in North America, except (A) through its Interest in the Company or as specifically set forth in Section 4.2(b)Company, (cB) and as otherwise permitted in this Sections 4.2, or (d). Once the book value (before depreciationC) of the Company's assets reaches $750,000,000, neither WCPT nor any of its Affiliates shall be entitled to make any investment pursuant to an acquisition in accordance with Section 4.2(b)8.2 herein. For purposes of the first sentence of this Section 4.2(a), the The direct or indirect ownership by WCPT or any of its Affiliates (including WRP) of any indebtedness or debt security which (i1) is secured by one or more Office Properties, and (ii2) when added to any senior and pari passu debt secured by such Office Property, had a loan-to-value ratio in excess of ninety percent (90%) at the time of origination shall constitute ownership of an Office Property by WCPT and a breach of this Section 4.2(a). WCPT acknowledges that this covenant is a material inducement to the Members of the Whitehall Group entering into this Agreement and that a breach of this covenant shall constitute a material breach of this Agreement entitling the Members of the Whitehall Group to exercise the remedies provided elsewhere in this Agreement and at lawlaw or in equity (including specific performance and injunctive relief). (ii) Notwithstanding anything else to the contrary herein, at any time after all of the Members of the Whitehall Group, taken together, cease to own Membership Units and/or Shares having an aggregate original cost or fair market value, whichever is greater, of at least $15 million, and until such time as (A) Saracen no longer owns Membership Units, Series A Preferred Membership Units and/or Shares having an aggregate original cost or fair market value, whichever is greater, of at least $5 million, or (B) a Capital Event shall occur, neither WCPT nor any of its Affiliates (including WRP, but in any event excluding any Member of the Whitehall Group and any Affiliate of such Member) may make any investment in or otherwise acquire or own, directly or indirectly, any Office Property located in the Target Territory, except through its Interest in the Company or pursuant to an acquisition in accordance with Section 8.2 herein. For purposes of the first sentence of this Section 4.2(a)(ii), the direct or indirect ownership by WCPT or any of its Affiliates (including WRP) of any indebtedness or debt security which (1) is secured by one or more Office Properties, and (2) when added to any senior and pari passu debt secured by such Office Property, had a loan-to-value ratio in excess of ninety percent (90%) at the time of origination shall constitute ownership of an Office Property by WCPT and a breach of this Section 4.2(a)(ii). (b) At any time after the first anniversary of the Initial Closing Date, an Affiliate of WCPT (including WRP) may acquire and own an Office Property if, and only if each of the following conditions are satisfied: (i) such Office Property is not located within the Target Territory, (ii) a property manager is hired by WRP or its Affiliate (other than WCPT) to manage the day-to-day operations at such Office Property, (iii) the net equity value of such Office Property plus the aggregate net equity value of all other Office Properties acquired by all such Affiliates pursuant to this Section 4.2(b) (determined at the time of acquisition) does not exceed the lesser of 25% of the net equity value of WCPT and 25% of the net equity value of WRP, (iv) WCPT or its Affiliate, as the case may be, shall have first offered the opportunity to acquire such Office Property to the Company in accordance with subparagraph (e) below and the Company shall have declined such opportunity in accordance therewith, (v) an Affiliate of WRP other than WCPT with its own corporate staff and acquisition personnel (distinct from the Company's) is established to acquire and own such Office Property, and (vi) the Company has not previously achieved a book value (before depreciation) of $750,000,000 or more. (c) If the Company has first been offered the opportunity, pursuant to subparagraph (e) below, to purchase an interest in the Office Property known as "First Canadian Place" located in Toronto and has declined such opportunity, an Affiliate of WCPT may purchase such Office Property as long as the conditions set forth in clauses (ii) and (v) of subparagraph (b) above are satisfied. (d) If WCPT or its Affiliate shall have offered the opportunity to acquire Office Properties in accordance with subparagraph (ec) below and the Committee Representatives appointed by WHWEL and Whitehall XI shall have declined not less than five of such opportunities each having a purchase price of at least $15 million individually at any time since the later of (x) the first anniversary of the Initial Closing Date date hereof and (y) the date twelve months prior to the date of determination, then at any time thereafter (i) an Affiliate of WCPT (but not WCPT itself) may acquire Office Properties that have been offered to the Company pursuant to subparagraph (ec) and declined by the Committee Representatives appointed by WHWEL and Whitehall and (ii) either party may trigger the provisions of Section 8.2(l)XI. (ec) If an Affiliate of WCPT (including WRP) wishes to make any investment in or otherwise acquire or own, directly or indirectly, any Office Property prior to the end of the term of this Agreement, then in such instance, WCPT shall provide written notice of such investment opportunity (an "Investment Notice") to each Committee Representative appointed by WhitehallWHWEL and Whitehall XI. WCPT shall promptly provide to the Committee Representatives appointed by WHWEL and Whitehall XI all such information and copies of documents in WCPT's (or its Affiliate's) possession or reasonably available to WCPT (or its Affiliate) concerning any such Office Property. At the request of any Committee Representative appointed by WhitehallWHWEL and Whitehall XI, WCPT shall deliver to WHWEL and Whitehall XI copies of all additional information and documents concerning such Office Property which are reasonably available to WCPT and are reasonably necessary for WHWEL and Whitehall XI to evaluate whether such Office Property is a suitable and desirable investment for the Company or one of its Subsidiaries, including all third-party reports and internal analyses or investment memoranda. The additional information and documents required to be provided to WHWEL and Whitehall XI or its each of their Committee Representatives pursuant to this Section 4.2(e4.2(c) shall be provided at the Company's expense. An Affiliate of WCPT (including WRP) may proceed with the investment in or acquisition of such Office Property if, and only if, (i) such Affiliate is permitted to make such investment or acquisition is not prohibited by Section 4.2(ain accordance with the terms of 4.2(b) and (ii) within 15 Business Days after WCPT's delivery of an Investment Notice, or within 10 Business Days after the delivery of an Additional Information Request (as defined below), WCPT shall not have received notice from any Committee Representative appointed by WHWEL and Whitehall XI that either (x) the investment in or other acquisition of the specified Office Property would be a desirable investment for the Company or one of its Subsidiaries or (y) it reasonably requires additional information to make the determination whether the investment in or other acquisition of the specified Office Property would be a desirable investment for the Company or one of its Subsidiaries (an "Additional Information Request"). No more than two (2) Additional Information Requests may be made with respect to any investment opportunity. The fact that any information or document contained in an Additional Information Request shall be subject to a confidentiality agreement pursuant to which such information or document may not be disclosed to WHWEL and Whitehall XI shall not render an Additional Information Request unreasonable for purposes of clause (y) of the immediately preceding sentence. If, within 30 days after delivery of an Additional Information Request which contains a request for one or more documents subject to a confidentiality agreement to which WCPT or one of its Affiliates is bound, either (i) an appropriate modification or waiver of the relevant confidentiality agreement is not obtained or (ii) the relevant part of the Additional Information Request is not rescinded by WHWEL and Whitehall XI in writing, neither WCPT nor any of its Affiliates may make any investment in or otherwise acquire any interest in the relevant Office Property. (fd) If the Company or one of its Subsidiaries does not elect to invest in or otherwise acquire an interest in any Office Property in accordance with Section 4.2 (ec) and the financial terms of the transaction relating to such Office Property are later materially changed and, in the case of a change in financial terms, are expected to materially enhance the economic return of the Office Property, then the right of first refusal set forth in Section 4.2(e4.2(c) shall again apply to such Office Property (it being understood that the economic return will be deemed to be "materially enhanced" in the event that either (i) the projected internal rate of return increases by at least one percent (1%) or (ii) the projected gross profits increase by at least $500,000.00 over the expected life of the investment). (ge) Except as contemplated by this Agreement, WCPT has not entered into or conducted and shall not directly or indirectly enter into or conduct any business or own any assets other than through its Interest in the Company and has not incurred or issued and shall not incur or issue any Indebtedness or other liabilities or issue any debt or equity securities or Rights whatsoever without the prior written consent of Whitehalleach of WHWEL and Whitehall XI (or their respective Committee Representatives); provided that, WCPT may (i) issue additional Shares to WRP if (x) all proceeds received by WCPT are contributed to the Company to fund a Capital Call issued in accordance with Article V and (y) the price per Share paid in cash by WRP to WCPT is equal to the price per Membership Unit paid in cash by WCPT to the Company for such Capital Call and (ii) with the approval of Whitehallthe Members of the Whitehall Group, issue Funding Debt if (x) the Company issues Back-to-Back Debt with identical terms to such Funding Debt and (y) all of the proceeds received by WCPT in connection with the issuance of such Funding Debt are used to purchase such Back-to-Back Debt. WCPT has not entered into and will not enter into a debt or equity financing unless, prior to entering into such financing, WCPT has first given the Company an opportunity to enter into such financing for the Company's account (rather than WCPT entering into such financing) substantially in the manner specified in Section 4.2(e4.2(c). (hf) Subject to this Section 4.24.2 and any limitations set forth in any agreement between WCPT (or any of its Affiliates) and any Saracen Member and/or Rand (only so long as such limitations are applicable under such agreement; it being specifically agreed that any such limitations contained in the Asset Management Agreement are no longer applicable or effective), each of WRP (but not WCPT), WHWEL, Whitehall XI, Holding Co. and Saracen and their respective Affiliates may engage or invest in any other activity or venture or possess any interest therein independently or with others. None of the Company, the Members, the creditors of the Company or any other person having any interest in the Company shall have (i) any claim, right or cause of action against any of the Members or any other Person employed by, related to or in any way affiliated with, any of the Members by reason of any direct or indirect investment or other participation, whether active or passive in any such activity or venture or interest therein, or (ii) any right to any such activity or venture or interest therein or the income or profits derived therefrom. Notwithstanding anything to the contrary herein, neither (A) no Member of the Whitehall Group nor any of its Affiliates Affiliate thereof nor any Person related to or in any way affiliated with Whitehall such Member shall have any duty or obligation to disclose or offer to the Company or the Members, or obtain for the benefit of the Company or the Members, any activity or venture or interest therein andtherein, (B) except as otherwise specifically set forth in this Section 4.2, neither WRP nor any of its Affiliates (other than WCPT) nor any other Person related to or in any way affiliated with WRP (other than WCPT) shall have any duty or obligation to disclose or offer to the Company or the Members, or obtain for the benefit of the Company or the Members, any activity or venture or interest therein, and (C) except as otherwise specifically set forth herein (including, without limitation, in Section 4.2) and any limitations set forth in any agreement between WCPT (or any of its Affiliates) and any Saracen Member and/or Rand (only so long as such limitations are applicable under such agreement; it being specifically agreed that any such limitations contained in the Asset Management Agreement are no longer applicable or effective), neither WCPT Saracen nor any of its Affiliates nor any other Person related to or in any way affiliated with WCPT Saracen shall have any duty or obligation to disclose or offer to the Company or the Members, or obtain for the benefit of the Company or the Members, any activity or venture or interest therein. In addition, in the event that Whitehall introduces any investment opportunity is introduced to the Company and one or more of the Management Committee Representatives appointed by WCPT declines such opportunity, then any Member of the Whitehall Group or any affiliate of any such Member, shall not in any way be restricted with respect free to pursue and acquire for its own account such opportunity, provided that the economic terms are substantially similar to the economic terms previously offered to the Company. (ig) Each Member of the Whitehall Group hereby agrees that, with respect to any Office Property that has previously been offered to the Company by WCPT (or its Affiliate) and that the Committee Representatives appointed by WHWEL and Whitehall XI disapproved pursuant to subparagraph (ec) above, (x) neither no Member of the Whitehall Group nor any Affiliate of its Affiliates any such Member shall be permitted to make any investment in or otherwise acquire or own, directly or indirectly, such Office Property and (y) it they shall keep confidential all information concerning such Office Property that WCPT (or its Affiliate) provided to such Members of the Whitehall Group (or any Affiliate of its Affiliatessuch Members) to the extent that such information constitutes Confidential Information (as defined below). The covenant set forth in clause (y) in the immediately preceding sentence shall cease to be applicable to any information either to the extent it no longer constitutes Confidential Information or more than two years has elapsed since the date of delivery thereof to such Members of the Whitehall Group or its Affiliatesany Affiliate of such Members. For purposes of this subparagraph (ig), "Confidential Information" shall include all information furnished to such Members of the Whitehall and its Affiliates Group or any Affiliate of such Members by or on behalf of WCPT and/or its Affiliates concerning an Office Property. Notwithstanding the foregoing, any such information shall not constitute "Confidential Information" to the extent it (i) is or becomes generally available to the public other than as a result of a disclosure by any Member of the Whitehall Group or its any Affiliate of such Member in contravention of this Agreement, (ii) was already in the possession of such Member of the Whitehall Group or its any Affiliate of such Member prior to its disclosure to such Member of the Whitehall Group or its any Affiliate of such Member by or on behalf of WCPT or its Affiliate, (iii) is or becomes available to such Member of the Whitehall Group or its any Affiliate of such Member from a source (other than WCPT or its Affiliates) not bound, to the knowledge of such Member of the Whitehall Group or its Affiliateany Affiliate of such Member, by any legal or other obligation prohibiting the disclosure of Confidential Information by such source to WCPT or its Affiliate Affiliates or (iv) the Company or its Subsidiary acquires such Office Property.

Exclusivity; Other Activities of the Members. (ai) Notwithstanding anything else to the contrary herein, until such time as Whitehall no longer owns Membership Units and/or Shares having an aggregate original cost or fair market value, whichever is greater, of at least $10 million neither WCPT nor any of its Affiliates (including WRP) may make any investment in or otherwise acquire or own, directly or indirectly, any Office Property located in North America, except through its Interest in the Company or Company, as specifically set forth in Section 4.2(b), (c), (d) and (d)k) or pursuant to an acquisition in accordance with Section 8.2 herein. Once the book value (before depreciation) of the Company's assets reaches $750,000,000, neither WCPT nor any of its Affiliates shall be entitled to make any investment pursuant to Section 4.2(b). For purposes of the first sentence of this Section 4.2(a4.2(a)(i), the direct or indirect ownership by WCPT or any of its Affiliates (including WRP) of any indebtedness or debt security which (i1) is secured by one or more Office Properties, and (2) when added to any senior and pari passu debt secured by such Office Property, had a loan- to-value ratio in excess of ninety percent (90%) at the time of origination shall constitute ownership of an Office Property by WCPT and a breach of this Section 4.2(a)(i). WCPT acknowledges that this covenant is a material inducement to Whitehall entering into this Agreement and that a breach of this covenant shall constitute a material breach of this Agreement entitling Whitehall to exercise the remedies provided elsewhere in this Agreement and at law. (ii) Notwithstanding anything else to the contrary herein, at any time after Whitehall no longer owns Membership Units and/or Shares having an aggregate original cost or fair market value, whichever is greater, of at least $10 million, and until such time as (A) Saracen no longer owns Membership Units, Series A Preferred Membership Units and/or Shares having an aggregate original cost or fair market value, whichever is greater, of at least $5 million, or (B) a Capital Event shall occur, neither WCPT nor any of its Affiliates (including WRP, but in any event excluding Whitehall and its Affiliates) may make any investment in or otherwise acquire or own, directly or indirectly, any Office Property located in the Target Territory, except through its Interest in the Company or pursuant to an acquisition in accordance with Section 8.2 herein. For purposes of the first sentence of this Section 4.2(a)(ii), the direct or indirect ownership by WCPT or any of its Affiliates (including WRP) of any indebtedness or debt security which (1) is secured by one or more Office Properties, and (2) when added to any senior and pari passu debt secured by such Office Property, had a loan-to-value ratio in excess of ninety percent (90%) at the time of origination shall constitute ownership of an Office Property by WCPT and a breach of this Section 4.2(a4.2(a)(ii). WCPT acknowledges that this covenant is a material inducement to Whitehall entering into this Agreement and that a breach of this covenant shall constitute a material breach of this Agreement entitling Whitehall to exercise the remedies provided elsewhere in this Agreement and at law. (b) At any time after the first anniversary of the Initial Closing Date, an Affiliate of WCPT (including WRP) may acquire and own an Office Property if, and only if each of the following conditions are satisfied: (i) such Office Property is not located within the Target Territory, (ii) a property manager is hired by WRP or its Affiliate (other than WCPT) to manage the day-to-day operations at such Office Property, (iii) the net equity value of such Office Property plus the aggregate net equity value of all other Office Properties acquired by all such Affiliates pursuant to this Section 4.2(b) (determined at the time of acquisition) does not exceed the lesser of 25% of the net equity value of WCPT and 25% of the net equity value of WRP, (iv) WCPT or its Affiliate, as the case may be, shall have first offered the opportunity to acquire such Office Property to the Company in accordance with subparagraph (e) below and the Company shall have declined such opportunity in accordance therewith, (v) an Affiliate of WRP other than WCPT with its own corporate staff and acquisition personnel (distinct from the Company's) is established to acquire and own such Office Property, and (vi) the Company has not previously achieved a book value (before depreciation) of $750,000,000 or more. (c) If the Company has first been offered the opportunity, pursuant to subparagraph (e) below, to purchase an interest in the Office Property known as "First Canadian Place" located in Toronto and has declined such opportunity, an Affiliate of WCPT may purchase such Office Property as long as the conditions set forth in clauses (ii) and (v) of subparagraph (b) above are satisfied. (d) If WCPT or its Affiliate shall have offered the opportunity to acquire Office Properties in accordance with subparagraph (e) below and the Committee Representatives appointed by Whitehall shall have declined not less than five of such opportunities each having a purchase price of at least $15 million individually at any time since the later of (x) the first anniversary of the Initial Closing Date and (y) the date twelve months prior to the date of determination, then at any time thereafter (i) an Affiliate of WCPT (but not WCPT itself) may acquire Office Properties that have been offered to the Company pursuant to subparagraph (e) and declined by the Committee Representatives appointed by Whitehall and (ii) either party may trigger the provisions of Section 8.2(l). (e) If an Affiliate of WCPT (including WRP) wishes to make any investment in or otherwise acquire or own, directly or indirectly, any Office Property prior to the end of the term of this Agreement, then in such instance, WCPT shall provide written notice of such investment opportunity (an "Investment Notice") to each Committee Representative appointed by Whitehall. WCPT shall promptly provide to the Committee Representatives appointed by Whitehall all such information and copies of documents in WCPT's (or its Affiliate's) possession or reasonably available to WCPT (or its Affiliate) concerning any such Office Property. At the request of any Committee Representative appointed by Whitehall, WCPT shall deliver to Whitehall copies of all additional information and documents concerning such Office Property which are reasonably available to WCPT and are reasonably necessary for Whitehall to evaluate whether such Office Property is a suitable and desirable investment for the Company or one of its Subsidiaries, including all third-party reports and internal analyses or investment memoranda. The additional information and documents required to be provided to Whitehall or its Committee Representatives pursuant to this Section 4.2(e) shall be provided at the Company's expense. An Affiliate of WCPT (including WRP) may proceed with the investment in or acquisition of such Office Property if, and only if, (i) such investment or acquisition is not prohibited by Section 4.2(a) and (ii) within 15 Business Days after WCPT's delivery of an Investment Notice, or within 10 Business Days after the delivery of an Additional Information Request (as defined below), WCPT shall not have received notice from any Committee Representative appointed by Whitehall that either (x) the investment in or other acquisition of the specified Office Property would be a desirable investment for the Company or one of its Subsidiaries or (y) it reasonably requires additional information to make the determination whether the investment in or other acquisition of the specified Office Property would be a desirable investment for the Company or one of its Subsidiaries (an "Additional Information Request"). No more than two (2) Additional Information Requests may be made with respect to any investment opportunity. The fact that any information or document contained in an Additional Information Request shall be subject to a confidentiality agreement pursuant to which such information or document may not be disclosed to Whitehall shall not render an Additional Information Request unreasonable for purposes of clause (y) of the immediately preceding sentence. If, within 30 days after delivery of an Additional Information Request which contains a request for one or more documents subject to a confidentiality agreement to which WCPT or one of its Affiliates is bound, either (i) an appropriate modification or waiver of the relevant confidentiality agreement is not obtained or (ii) the relevant part of the Additional Information Request is not rescinded by Whitehall in writing, neither WCPT nor any of its Affiliates may make any investment in or otherwise acquire any interest in the relevant Office Property. (f) If the Company or one of its Subsidiaries does not elect to invest in or otherwise acquire an interest in any Office Property in accordance with Section 4.2 (e) and the financial terms of the transaction relating to such Office Property are later materially changed and, in the case of a change in financial terms, are expected to materially enhance the economic return of the Office Property, then the right of first refusal set forth in Section 4.2(e) shall again apply to such Office Property (it being understood that the economic return will be deemed to be "materially enhanced" in the event that either (i) the projected internal rate of return increases by at least one percent (1%) or (ii) the projected gross profits increase by at least $500,000.00 over the expected life of the investment). (g) Except as contemplated by this Agreement, WCPT shall not directly or indirectly enter into or conduct any business or own any assets other than through its Interest in the Company and shall not incur any Indebtedness or other liabilities or issue any debt or equity securities or Rights whatsoever without the prior written consent of Whitehall; provided that, WCPT may (i) issue additional Shares to WRP if (x) all proceeds received by WCPT are contributed to the Company to fund a Capital Call issued in accordance with Article V and (y) the price per Share paid in cash by WRP to WCPT is equal to the price per Membership Unit paid in cash by WCPT to the Company for such Capital Call and Call, (ii) with the approval of Whitehall, issue Funding Debt if (x) the Company issues Back-to-Back Debt with identical terms to such Funding Debt and (y) all of the proceeds received by WCPT in connection with the issuance of such Funding Debt are used to purchase such Back-to-Back Debt. Debt and (iii) engage in activities contemplated by the Closing Steps Summary attached to the Contribution Agreement as Exhibit A. WCPT will not enter into a debt or equity financing unless, prior to entering into such financing, WCPT has first given the Company an opportunity to enter into such financing for the Company's account (rather than WCPT entering into such financing) substantially in the manner specified in Section 4.2(e). (h) Subject to this Section 4.2, and the limitations set forth in the Asset Management Agreement (only so long as such limitations are applicable under the Asset Management Agreement), each of WRP (but not WCPT), Whitehall Whitehall, Saracen and their respective Affiliates may engage or invest in any other activity or venture or possess any interest therein independently or with others. None of the Company, the Members, the creditors of the Company or any other person having any interest in the Company shall have (i) any claim, right or cause of action against any of the Members or any other Person employed by, related to or in any way affiliated with, any of the Members by reason of any direct or indirect investment or other participation, whether active or passive in any such activity or venture or interest therein, or (ii) any right to any such activity or venture or interest therein or the income or profits derived therefrom. Notwithstanding anything to the contrary herein, (A) neither Whitehall nor any of its Affiliates nor any Person related to or in any way affiliated with Whitehall shall have any duty or obligation to disclose or offer to the Company or the Members, or obtain for the benefit of the Company or the Members, any activity or venture or interest therein andtherein, (B) except as otherwise specifically set forth herein (including, without limitation, in Section 4.2), neither WCPT nor any of its Affiliates nor any other Person related to or in any way affiliated with WCPT shall have any duty or obligation to disclose or offer to the Company or the Members, or obtain for the benefit of the Company or the Members, any activity or venture or interest therein, and (C) except as otherwise specifically set forth herein (including, without limitation, in Section 4.2) and in the Asset Management Agreement (only so long as such limitations are applicable under the Asset Management Agreement), neither Saracen nor any of its Affiliates nor any other Person related to or in any way affiliated with Saracen shall have any duty or obligation to disclose or offer to the Company or the Members, or obtain for the benefit of the Company or the Members, any activity or venture or interest therein. In addition, in the event that Whitehall introduces any investment opportunity to the Company and the Management Committee declines such opportunity, Whitehall shall not in any way be restricted with respect to such opportunity. (i) Whitehall hereby agrees that, with respect to any Office Property that has previously been offered to the Company by WCPT (or its Affiliate) and that the Committee Representatives appointed by Whitehall disapproved pursuant to subparagraph (e) above, (x) neither Whitehall nor any of its Affiliates shall be permitted to make any investment in or otherwise acquire or own, directly or indirectly, such Office Property and (y) it shall keep confidential all information concerning such Office Property that WCPT (or its Affiliate) provided to Whitehall (or any of its Affiliates) to the extent that such information constitutes Confidential Information (as defined below). The covenant set forth in clause (y) in the immediately preceding sentence shall cease to be applicable to any information either to the extent it no longer constitutes Confidential Information or more than two years has elapsed since the date of delivery thereof to Whitehall or its Affiliates. For purposes of this subparagraph (i), "Confidential Information" shall include all information furnished to Whitehall and its Affiliates by or on behalf of WCPT and/or its Affiliates concerning an Office Property. Notwithstanding the foregoing, any such information shall not constitute "Confidential Information" to the extent it (i) is or becomes generally available to the public other than as a result of a disclosure by Whitehall or its Affiliate in contravention of this Agreement, (ii) was already in the possession of Whitehall or its Affiliate prior to its disclosure to Whitehall or its Affiliate by or on behalf of WCPT or its Affiliate, (iii) is or becomes available to Whitehall or its Affiliate from a source (other than WCPT or its Affiliates) not bound, to the knowledge of Whitehall or its Affiliate, by any legal or other obligation prohibiting the disclosure of Confidential Information by such source to WCPT or its Affiliate or (iv) the Company or its Subsidiary acquires such Office Property.

Exclusivity; Other Activities of the Members. (ai) Notwithstanding anything else to the contrary herein, until such time as long as all of the Members of the Whitehall no longer owns Group, taken together, own Membership Units and/or Shares having an aggregate original cost or fair market value, whichever is greater, of at least $10 million neither 15 million, WCPT nor and any of its Affiliates (including WRP) may shall not make any investment in or otherwise acquire or own, directly or indirectly, any Office Property located in North America, except (A) through its Interest in the Company or as specifically set forth in Section 4.2(b)Company, (cB) and as otherwise permitted in this Sections 4.2, or (d). Once the book value (before depreciationC) of the Company's assets reaches $750,000,000, neither WCPT nor any of its Affiliates shall be entitled to make any investment pursuant to an acquisition in accordance with Section 4.2(b)8.2 herein. For purposes of the first sentence of this Section 4.2(a), the The direct or indirect ownership by WCPT or any of its Affiliates (including WRP) of any indebtedness or debt security which (i1) is secured by one or more Office Properties, and (ii2) when added to any senior and pari passu debt secured by such Office Property, had a loan-to-value ratio in excess of ninety percent (90%) at the time of origination shall constitute ownership of an Office Property by WCPT and a breach of this Section 4.2(a). WCPT acknowledges that this covenant is a material inducement to the Members of the Whitehall Group entering into this Agreement and that a breach of this covenant shall constitute a material breach of this Agreement entitling the Members of the Whitehall Group to exercise the remedies provided elsewhere in this Agreement and at lawlaw or in equity (including specific performance and injunctive relief). (ii) Notwithstanding anything else to the contrary herein, at any time after all of the Members of the Whitehall Group, taken together, cease to own Membership Units and/or Shares having an aggregate original cost or fair market value, whichever is greater, of at least $15 million, and until such time as (A) Saracen no longer owns Membership Units, Series A Preferred Membership Units and/or Shares having an aggregate original cost or fair market value, whichever is greater, of at least $5 million, or (B) a Capital Event shall occur, neither WCPT nor any of its Affiliates (including WRP, but in any event excluding any Member of the Whitehall Group and any Affiliate of such Member) may make any investment in or otherwise acquire or own, directly or indirectly, any Office Property located in the Target Territory, except through its Interest in the Company or pursuant to an acquisition in accordance with Section 8.2 herein. For purposes of the first sentence of this Section 4.2(a)(ii), the direct or indirect ownership by WCPT or any of its Affiliates (including WRP) of any indebtedness or debt security which (1) is secured by one or more Office Properties, and (2) when added to any senior and pari passu debt secured by such Office Property, had a loan-to-value ratio in excess of ninety percent (90%) at the time of origination shall constitute ownership of an Office Property by WCPT and a breach of this Section 4.2(a)(ii). (b) At any time after the first anniversary of the Initial Closing Date, an Affiliate of WCPT (including WRP) may acquire and own an Office Property if, and only if each of the following conditions are satisfied: (i) such Office Property is not located within the Target Territory, (ii) a property manager is hired by WRP or its Affiliate (other than WCPT) to manage the day-to-day operations at such Office Property, (iii) the net equity value of such Office Property plus the aggregate net equity value of all other Office Properties acquired by all such Affiliates pursuant to this Section 4.2(b) (determined at the time of acquisition) does not exceed the lesser of 25% of the net equity value of WCPT and 25% of the net equity value of WRP, (iv) WCPT or its Affiliate, as the case may be, shall have first offered the opportunity to acquire such Office Property to the Company in accordance with subparagraph (e) below and the Company shall have declined such opportunity in accordance therewith, (v) an Affiliate of WRP other than WCPT with its own corporate staff and acquisition personnel (distinct from the Company's) is established to acquire and own such Office Property, and (vi) the Company has not previously achieved a book value (before depreciation) of $750,000,000 or more. (c) If the Company has first been offered the opportunity, pursuant to subparagraph (e) below, to purchase an interest in the Office Property known as "First Canadian Place" located in Toronto and has declined such opportunity, an Affiliate of WCPT may purchase such Office Property as long as the conditions set forth in clauses (ii) and (v) of subparagraph (b) above are satisfied. (d) If WCPT or its Affiliate shall have offered the opportunity to acquire Office Properties in accordance with subparagraph (ec) below and the Committee Representatives appointed by WHWEL and Whitehall XI shall have declined not less than five of such opportunities each having a purchase price of at least $15 million individually at any time since the later of (x) the first anniversary of the Initial Closing Date date hereof and (y) the date twelve months prior to the date of determination, then at any time thereafter (i) an Affiliate of WCPT (but not WCPT itself) may acquire Office Properties that have been offered to the Company pursuant to subparagraph (ec) and declined by the Committee Representatives appointed by WHWEL and Whitehall and (ii) either party may trigger the provisions of Section 8.2(l)XI. (ec) If an Affiliate of WCPT (including WRP) wishes to make any investment in or otherwise acquire or own, directly or indirectly, any Office Property prior to the end of the term of this Agreement, then in such instance, WCPT shall provide written notice of such investment opportunity (an "Investment Notice") to each Committee Representative appointed by WhitehallWHWEL and Whitehall XI. WCPT shall promptly provide to the Committee Representatives appointed by WHWEL and Whitehall XI all such information and copies of documents in WCPT's (or its Affiliate's) possession or reasonably available to WCPT (or its Affiliate) concerning any such Office Property. At the request of any Committee Representative appointed by WhitehallWHWEL and Whitehall XI, WCPT shall deliver to WHWEL and Whitehall XI copies of all additional information and documents concerning such Office Property which are reasonably available to WCPT and are reasonably necessary for WHWEL and Whitehall XI to evaluate whether such Office Property is a suitable and desirable investment for the Company or one of its Subsidiaries, including all third-party reports and internal analyses or investment memoranda. The additional information and documents required to be provided to WHWEL and Whitehall XI or its each of their Committee Representatives pursuant to this Section 4.2(e4.2(c) shall be provided at the Company's expense. An Affiliate of WCPT (including WRP) may proceed with the investment in or acquisition of such Office Property if, and only if, (i) such Affiliate is permitted to make such investment or acquisition is not prohibited by Section 4.2(ain accordance with the terms of 4.2(b) and (ii) within 15 Business Days after WCPT's delivery of an Investment Notice, or within 10 Business Days after the delivery of an Additional Information Request (as defined below), WCPT shall not have received notice from any Committee Representative appointed by WHWEL and Whitehall XI that either (x) the investment in or other acquisition of the specified Office Property would be a desirable investment for the Company or one of its Subsidiaries or (y) it reasonably requires additional information to make the determination whether the investment in or other acquisition of the specified Office Property would be a desirable Exhibit 10.50 Page 50 investment for the Company or one of its Subsidiaries (an "Additional Information Request"). No more than two (2) Additional Information Requests may be made with respect to any investment opportunity. The fact that any information or document contained in an Additional Information Request shall be subject to a confidentiality agreement pursuant to which such information or document may not be disclosed to WHWEL and Whitehall XI shall not render an Additional Information Request unreasonable for purposes of clause (y) of the immediately preceding sentence. If, within 30 days after delivery of an Additional Information Request which contains a request for one or more documents subject to a confidentiality agreement to which WCPT or one of its Affiliates is bound, either (i) an appropriate modification or waiver of the relevant confidentiality agreement is not obtained or (ii) the relevant part of the Additional Information Request is not rescinded by WHWEL and Whitehall XI in writing, neither WCPT nor any of its Affiliates may make any investment in or otherwise acquire any interest in the relevant Office Property. (fd) If the Company or one of its Subsidiaries does not elect to invest in or otherwise acquire an interest in any Office Property in accordance with Section 4.2 (ec) and the financial terms of the transaction relating to such Office Property are later materially changed and, in the case of a change in financial terms, are expected to materially enhance the economic return of the Office Property, then the right of first refusal set forth in Section 4.2(e4.2(c) shall again apply to such Office Property (it being understood that the economic return will be deemed to be "materially enhanced" in the event that either (i) the projected internal rate of return increases by at least one percent (1%) or (ii) the projected gross profits increase by at least $500,000.00 over the expected life of the investment). (ge) Except as contemplated by this Agreement, WCPT has not entered into or conducted and shall not directly or indirectly enter into or conduct any business or own any assets other than through its Interest in the Company and has not incurred or issued and shall not incur or issue any Indebtedness or other liabilities or issue any debt or equity securities or Rights whatsoever without the prior written consent of Whitehalleach of WHWEL and Whitehall XI (or their respective Committee Representatives); provided PROVIDED that, WCPT may (i) issue additional Shares to WRP if (x) all proceeds received by WCPT are contributed to the Company to fund a Capital Call issued in accordance with Article V and (y) the price per Share paid in cash by WRP to WCPT is equal to the price per Membership Unit paid in cash by WCPT to the Company for such Capital Call and (ii) with the approval of Whitehallthe Members of the Whitehall Group, issue Funding Debt if (x) the Company issues Back-to-Back Debt with identical terms to such Funding Debt and (y) all of the proceeds received by WCPT in connection with the issuance of such Funding Debt are used to purchase such Back-to-Back Debt. WCPT has not entered into and will not enter into a debt or equity financing unless, prior to entering into such financing, WCPT has first given the Company an opportunity to enter into such financing for the Company's account (rather than WCPT entering into such financing) substantially in the manner specified in Section 4.2(e4.2(c). (hf) Subject to this Section 4.24.2 and any limitations set forth in any agreement between WCPT (or any of its Affiliates) and any Saracen Member and/or Rand (only so long as such limitations are applicable under such agreement; it being specifically agreed that any such limitations contained in the Asset Management Agreement are no longer applicable or effective), each of WRP (but not WCPT), WHWEL, Whitehall XI, Holding Co. and Saracen and their respective Affiliates may engage or invest in any other activity or venture or possess any interest therein independently or with others. None of the Company, the Members, the creditors of the Company or any other person having any interest in the Company shall have (i) any claim, right or cause of action against any of the Members or any other Person employed by, related to or in any way affiliated with, any of the Members by reason of any direct or indirect investment or other participation, whether active or passive in any such activity or venture or interest therein, or (ii) any right to any such activity or venture or interest therein or the income or profits derived therefrom. Notwithstanding anything to the contrary herein, neither (A) no Member of the Whitehall Group nor any of its Affiliates Affiliate thereof nor any Person related to or in any way affiliated with Whitehall such Member shall have any duty or obligation to disclose or offer to the Company or the Members, or obtain for the benefit of the Company or the Members, any activity or venture or interest therein andtherein, (B) except as otherwise specifically set forth in this Section 4.2, neither WRP nor any of its Affiliates (other than WCPT) nor any other Person related to or in any way affiliated with WRP (other than WCPT) shall have any duty or obligation to disclose or offer to the Company or the Members, or obtain for the benefit of the Company or the Members, any activity or venture or interest therein, and (C) except as otherwise specifically set forth herein (including, without limitation, in Section 4.2) and any limitations set forth in any agreement between WCPT (or any of its Affiliates) and any Saracen Member and/or Rand (only so long as such limitations are applicable under such agreement; it being specifically agreed that any such limitations contained in the Asset Management Agreement are no longer applicable or effective), neither WCPT Saracen nor any of its Affiliates nor any other Person related to or in any way affiliated with WCPT Saracen shall have any duty or obligation to disclose or offer to the Company or the Members, or obtain for the benefit of the Company or the Members, any activity or venture or interest therein. In addition, in the event that Whitehall introduces any investment opportunity is introduced to the Company and one or more of the Management Committee Representatives appointed by WCPT declines such opportunity, then any Member of the Whitehall Group or any affiliate of any such Member, shall not in any way be restricted with respect free to pursue and acquire for its own account such opportunity, PROVIDED that the economic terms are substantially similar to the economic terms previously offered to the Company. (ig) Each Member of the Whitehall Group hereby agrees that, with respect to any Office Property that has previously been offered to the Company by WCPT (or its Affiliate) and that the Committee Representatives appointed by WHWEL and Whitehall XI disapproved pursuant to subparagraph (ec) above, (x) neither no Member of the Whitehall Group nor any Affiliate of its Affiliates any such Member shall be permitted to make any investment in or otherwise acquire or own, directly or indirectly, such Office Property and (y) it they shall keep confidential all information concerning such Office Property that WCPT (or its Affiliate) provided to such Members of the Whitehall Group (or any Affiliate of its Affiliatessuch Members) to the extent that such information constitutes Confidential Information (as defined below). The covenant set forth in clause (y) in the immediately preceding sentence shall cease to be applicable to any information either to the extent it no longer constitutes Confidential Information or more than two years has elapsed since the date of delivery thereof to such Members of the Whitehall Group or its Affiliatesany Affiliate of such Members. For purposes of this subparagraph (ig), "Confidential Information" shall include all information furnished to such Members of the Whitehall and its Affiliates Group or any Affiliate of such Members by or on behalf of WCPT and/or its Affiliates concerning an Office Property. Notwithstanding the foregoing, any such information shall not constitute "Confidential Information" to the extent it (i) is or becomes generally available to the public other than as a result of a disclosure by any Member of the Whitehall Group or its any Affiliate of such Member in contravention of this Agreement, (ii) was already in the possession of such Member of the Whitehall Group or its any Affiliate of such Member prior to its disclosure to such Member of the Whitehall Group or its any Affiliate of such Member by or on behalf of WCPT or its Affiliate, (iii) is or becomes available to such Member of the Whitehall Group or its any Affiliate of such Member from a source (other than WCPT or its Affiliates) not bound, to the knowledge of such Member of the Whitehall Group or its Affiliateany Affiliate of such Member, by any legal or other obligation prohibiting the disclosure of Confidential Information by such source to WCPT or its Affiliate Affiliates or (iv) the Company or its Subsidiary acquires such Office Property.