EXHIBIT INDEX

                                                                     Exhibit 1.1

                     BRANDYWINE OPERATING PARTNERSHIP, L.P.

                                 DEBT SECURITIES

                             UNDERWRITING AGREEMENT

                                                               December 15, 2005

To the Representatives of the
   several Underwriters named in the
   respective Pricing Agreements
   hereinafter described

Ladies and Gentlemen:

      From time to time Brandywine Operating Partnership, L.P., a Delaware
limited partnership (the "Operating Partnership"), may enter into one or more
Pricing Agreements (each a "Pricing Agreement") in the form of Annex I hereto,
with such additions and deletions as the parties thereto may determine, and,
subject to the terms and conditions stated herein and therein, to issue and sell
to the firms named in Schedule I to the applicable Pricing Agreement (such firms
constituting the "Underwriters" with respect to such Pricing Agreement and the
securities specified therein) certain of its debt securities (the "Securities")
specified in Schedule II to such Pricing Agreement (with respect to such Pricing
Agreement, the "Designated Securities"). The Securities shall be unconditionally
guaranteed (the "Guarantees") by Brandywine Realty Trust, a Maryland real estate
investment trust and the sole general partner and a limited partner of the
Operating Partnership (the "Parent Guarantor"), and, subject to the terms and
conditions of the Indenture (the "Indenture") identified in such Pricing
Agreement, certain of the Operating Partnership's subsidiaries (the "Subsidiary
Guarantors" and, together with the Parent Guarantor, the "Guarantors").

      The terms and conditions of any particular issuance of Designated
Securities shall be as specified in the Pricing Agreement relating thereto and
in or pursuant to the Indenture.

      1. Introduction. Particular sales of Designated Securities may be made
from time to time to the Underwriters of such Designated Securities, for whom
the firms designated as representatives of the Underwriters of such Designated
Securities in the Pricing Agreement relating thereto shall act as
representatives (the "Representatives"). The term "Representatives" also refers
to a single firm acting as sole representative of the Underwriters and to an
Underwriter or Underwriters who act without any firm being designated as its or
their representatives. This Underwriting Agreement (the "Agreement") shall not
be construed as an obligation of the Operating Partnership to offer, issue or
sell any of the Securities or as an obligation of any of the Underwriters to
purchase the Securities. The obligation of the Operating Partnership to issue
and sell any of the Securities and the obligation of any of the Underwriters to
purchase any of the Securities shall be evidenced by the Pricing Agreement with
respect to the Designated Securities specified therein. Each Pricing Agreement
shall, among other things, specify the aggregate principal amount of such
Designated Securities, the initial public offering price of such Designated
Securities, the purchase price to the Underwriters of such Designated


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Securities, the names of the Underwriters of such Designated Securities, the
names of the Representatives of such Underwriters and the principal amount of
such Designated Securities to be purchased by each Underwriter and shall set
forth the date, time and manner of delivery of such Designated Securities and
payment therefor. The Pricing Agreement shall also specify (to the extent not
set forth in the Indenture and registration statement and prospectus with
respect thereto) the terms and conditions of such Designated Securities. A
Pricing Agreement shall be in the form of an executed writing (which may be in
counterparts), and may be evidenced by an exchange of facsimile communications
or any other rapid transmission device designed to produce a written record of
communications transmitted. The obligations of the Underwriters under this
Agreement and each Pricing Agreement shall be several and not joint.

      2. Representations, Warranties and Agreements of the Operating Partnership
and Guarantors. The Operating Partnership and the Guarantors, jointly and
severally, represent and warrant to, and agree with, each of the Underwriters as
follows:

            (a) A registration statement on Form S-3 (File No. 333-124681) (the
"Initial Registration Statement") in respect of the Securities and the
Guarantees has been (i) prepared by the Operating Partnership, the Parent
Guarantor and the Subsidiary Guarantors in conformity with the requirements of
the Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations of the Securities and Exchange Commission (the "Commission")
thereunder, (ii) filed with the Commission under the Securities Act and (iii)
declared effective by the Commission; no stop order suspending the effectiveness
of the registration statement or any post-effective amendment thereto, if any,
has been issued, and no proceeding for that purpose or pursuant to Section 8A of
the Securities Act has been initiated or threatened by the Commission; and the
Operating Partnership and the Guarantors propose to file with the Commission
pursuant to Rule 424(b) under the Securities Act ("Rule 424(b)") a prospectus
supplement to the form of prospectus included in such registration statement and
have previously advised you of all information (financial and other) with
respect to the Operating Partnership and the Guarantors to be set forth therein.
The term "Registration Statement" means the Initial Registration Statement, as
amended at the time such registration statement became effective and as further
amended as of the date of this Agreement, including the exhibits thereto and the
documents incorporated or deemed to be incorporated therein by reference
pursuant to Item 12 of Form S-3 (the "Incorporated Documents"), but excluding
the statement of eligibility and qualification on Form T-1; the prospectus
contained in the Registration Statement is hereinafter referred to as the "Base
Prospectus"; and the final prospectus supplement to such prospectus (including
the Base Prospectus), in the form filed with the Commission pursuant to Rule
424(b), is hereinafter called the "Prospectus". If the Operating Partnership and
the Guarantors shall have filed an abbreviated registration statement to
register additional Securities pursuant to Rule 462(b) under the Securities Act
(the "Rule 462 Registration Statement"), then any reference herein to the term
"Registration Statement" shall be deemed to include such Rule 462 Registration
Statement. The Base Prospectus, as supplemented by the preliminary prospectus
supplement relating to the Designated Securities, as filed pursuant to Rule
424(b), is hereinafter called the "Preliminary Prospectus". Any reference herein
to the Base Prospectus, the Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include the Incorporated Documents that were filed under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the
Securities Act, as the case may be, on or before the date of the Base
Prospectus, the Preliminary Prospectus or the Prospectus, as the case may be;
any reference herein to the terms "amendment" or


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"supplement", or similar terms, with respect to the Preliminary Prospectus or
the Prospectus shall be deemed to refer to and include the filing of any
Incorporated Documents under the Exchange Act or the Securities Act, as the case
may be, after the issue date of the Preliminary Prospectus or the Prospectus, as
the case may be, and deemed to be incorporated therein by reference; and any
reference to any amendment to the Registration Statement shall be deemed to
include any annual report on Form 10-K of the Operating Partnership or the
Parent Guarantor filed pursuant to Section 13(a) or 15(d) of the Exchange Act
after the effective date of the Registration Statement that is incorporated by
reference in the Registration Statement.

            (b) The Incorporated Documents, when they were filed with the
Commission or became effective, as the case may be, conformed in all material
respects to the requirements of the Exchange Act or the Securities Act, as
applicable, and the rules and regulations of the Commission thereunder; none of
such documents contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and any further documents so filed and
incorporated by reference in the Registration Statement, the Preliminary
Prospectus or Prospectus, when such documents are filed with the Commission or
become effective, as the case may be, shall conform in all material respects to
the requirements of the Exchange Act or the Securities Act, as applicable, and
shall not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading.

            (c) The Registration Statement and the Preliminary Prospectus
conform, and the Prospectus and any further amendments or supplements to the
Registration Statement or the Prospectus shall conform, in all material respects
to the requirements of the Securities Act and the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act"), and the rules and regulations of the
Commission thereunder; the Registration Statement and any amendment thereto do
not and shall not, as of the applicable effective date, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading; and
the Preliminary Prospectus does not contain, and the Prospectus and the
Prospectus as amended or supplemented shall not contain, an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information relating to any Underwriter
furnished in writing to the Operating Partnership by an Underwriter of
Designated Securities through the Representatives expressly for use in the
Preliminary Prospectus or the Prospectus relating to such Designated Securities.

            (d) Prior to or at the time when sales of the Designated Securities
were first made in accordance with the applicable Pricing Agreement (the "Time
of Sale"), the Operating Partnership prepared the Preliminary Prospectus and
each "free writing prospectus" (as defined pursuant to Rule 405 under the
Securities Act) specified in Schedule II to the applicable Pricing Agreement
(collectively, the "Time of Sale Information"); the Time of Sale Information, at
the Time of Sale did not, and at the Time of Delivery (as defined in Section 4
hereof) shall not, contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to any


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statements or omissions made in reliance upon and in conformity with information
relating to any Underwriter furnished in writing to the Operating Partnership by
an Underwriter of Designated Securities through the Representatives expressly
for use in such Time of Sale Information; and no statement of a material fact
included in the Prospectus has been omitted from the Time of Sale Information,
and no statement of material fact included in the Time of Sale Information that
is required to be included in the Prospectus has been omitted therefrom.

            (e) None of the Operating Partnership and the Guarantors (including
their agents and representatives, but excluding the Underwriters in their
capacity as such) has made, used, prepared, authorized, approved or referred to,
nor shall prepare, make, use, authorize, approve or refer to, any "written
communication" (as defined in Rule 405 under the Securities Act) that
constitutes an offer to sell or solicitation of an offer to buy the Designated
Securities (each such communication by the Company or its agents or
representatives not referred to in clauses (i) and (ii) below, an "Issuer Free
Writing Prospectus") except for (i) the Preliminary Prospectus and the
Prospectus, (ii) any document not constituting a prospectus pursuant to Section
2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (iii)
the documents specified in Schedule II to the applicable Pricing Agreement and
other written communications approved in writing in advance by the
Representatives; and each Issuer Free Writing Prospectus complied in all
material respects with the requirements of the Securities Act, has been filed in
accordance with the Securities Act (as and if required by Rule 433 under the
Securities Act) and, when taken together with the Preliminary Prospectus, did
not, and at the Time of Delivery shall not, contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that this representation and warranty
shall not apply with respect to any statements or omissions made in any Issuer
Free Writing Prospectus in reliance upon and in conformity with information
relating to any Underwriter furnished to the Operating Partnership in writing by
an Underwriter of Designated Securities through the Representatives expressly
for use in such Issuer Free Writing Prospectus.

            (f) Except as noted therein, the consolidated financial statements
(including the related notes thereto) incorporated by reference in the
Preliminary Prospectus and the Prospectus present fairly in all material
respects the consolidated financial condition of the Operating Partnership and
its consolidated subsidiaries, the Parent Guarantor and its consolidated
subsidiaries, and Prentiss Properties Trust and its consolidated subsidiaries,
as applicable, as of the dates indicated and the results of their operations and
changes in their consolidated cash flows for the periods specified; such
financial statements have been prepared in conformity with accounting principles
generally accepted in the United States applied on a consistent basis; any
supporting schedules incorporated by reference in the Registration Statement
present fairly in all material respects the information required to be stated
therein; and the pro forma financial information (including the related notes
thereto) contained or incorporated by reference in the Preliminary Prospectus
and the Prospectus presents fairly in all material respects the information
contained therein and have been prepared on a reasonable basis using reasonable
assumptions and in accordance with the applicable requirements of the Securities
Act and the Exchange Act.

            (g) The Parent Guarantor and its subsidiaries (including, without
limitation, the Operating Partnership), taken as a whole, have not sustained
since the date of the latest audited financial statements included or
incorporated by reference in the Preliminary Prospectus and the


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Prospectus any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, otherwise
than as set forth in the Preliminary Prospectus and the Prospectus; and, since
the respective dates as of which information is given in the Registration
Statement, the Preliminary Prospectus and the Prospectus, (i) except as set
forth on Schedule III to the applicable Pricing Agreement, there has not been
any change in the beneficial interests of the Parent Guarantor (other than
issuances of beneficial interests (A) pursuant to equity-based awards granted in
the ordinary course of business to trustees or employees of the Parent Guarantor
or the Operating Partnership, (B) upon exercise of options and upon conversion
or redemption of convertible or redeemable securities, in each case which were
outstanding as of the date of the latest audited financial statements included
or incorporated by reference in the Preliminary Prospectus and the Prospectus,
and (C) upon the exchange of Operating Partnership interests for beneficial
interests in the Parent Guarantor) or in the partnership interests in the
Operating Partnership or the capital stock, partnership, membership or
beneficial interests of any of its consolidated subsidiaries, or any change in
the long-term debt of the Parent Guarantor and its consolidated subsidiaries
(including, without limitation, the Operating Partnership), taken as a whole,
and (ii) there has not been any material adverse change in the business,
properties, management, results of operations, financial condition or prospects
of the Parent Guarantor and its consolidated subsidiaries (including, without
limitation, the Operating Partnership), taken as a whole, except as set forth in
the Preliminary Prospectus and the Prospectus.

            (h) The Operating Partnership has been duly formed and is validly
existing as a limited partnership in good standing under the laws of the State
of Delaware, with limited partnership power and authority to own its properties
and conduct its business as described in the Preliminary Prospectus and the
Prospectus, and has been duly qualified or registered as a foreign limited
partnership for the transaction of business and is in good standing or
subsisting under the laws of each other jurisdiction in which it owns or leases
properties or conducts any business so as to require such qualification or
registration except where the failure to so qualify or register or be in good
standing or subsisting could not reasonably be expected, individually or in the
aggregate, to have a (i) material adverse effect on the business, properties,
management, results of operations, financial condition or prospects of the
Parent Guarantor and its subsidiaries (including, without limitation, the
Operating Partnership), taken as a whole, or (ii) an adverse effect on the
ability to perform on the part of, or the performance by, the Operating
Partnership and the Guarantors of their respective obligations hereunder and
under the Indenture, the Securities and the Guarantees (collectively, a
"Material Adverse Effect"); the Parent Guarantor has been duly formed and is
validly existing as a real estate investment trust in good standing under the
laws of the State of Maryland, with trust power and authority to own its
properties and conduct its business as described in the Preliminary Prospectus
and the Prospectus, and has been duly qualified or registered as a foreign real
estate investment trust for the transaction of business and is in good standing
or subsisting under the laws of each other jurisdiction in which it owns or
leases properties or conducts any business so as to require such qualification
or registration except where the failure to so qualify or register or be in good
standing or subsisting could not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect; and each consolidated subsidiary
has been duly incorporated, formed or organized and is validly existing as a
corporation or other entity in good standing or subsisting under the laws of its
jurisdiction of incorporation, formation or organization, with corporate,
partnership or limited liability company power and authority to own its
properties and conduct its business as described


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in the Preliminary Prospectus and the Prospectus, and has been duly qualified or
registered as a foreign corporation or other foreign entity for the transaction
of business and is in good standing or subsisting under the laws of each other
jurisdiction in which it owns or leases properties or conducts any business so
as to require such qualification or registration except where the failure to so
qualify or register or be in good standing or subsisting could not reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect.

            (i) The Operating Partnership has an authorized capitalization as
set forth in the Preliminary Prospectus and the Prospectus, and all of the
issued partnership interests of the Operating Partnership have been duly and
validly authorized and issued and are fully paid; the Parent Guarantor has an
authorized capitalization as set forth in the Preliminary Prospectus and the
Prospectus, and all of the issued beneficial interests of the Parent Guarantor
have been duly and validly authorized and issued and are fully paid; all of the
issued shares of capital stock, partnership, membership or beneficial interests
of each consolidated subsidiary have been duly and validly authorized and
issued, are fully paid and, if applicable, non-assessable and are owned directly
or indirectly by the Operating Partnership, free and clear of all liens,
encumbrances or claims (collectively, "Liens"); and the Parent Guarantor is the
sole general partner of the Operating Partnership and its ownership percentage
in the Operating Partnership is as set forth in the Preliminary Prospectus and
the Prospectus.

            (j) This Agreement and the Pricing Agreement with respect to the
Designated Securities have been duly authorized, executed and delivered by each
of the Operating Partnership and the Guarantors.

            (k) The Indenture has been duly authorized by the Operating
Partnership and the Guarantors and qualified under the Trust Indenture Act and,
at the Time of Delivery for such Designated Securities, the Indenture shall
constitute a valid and legally binding instrument enforceable against the
Operating Partnership and the Guarantors in accordance with its terms, subject,
as to enforcement, to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.

            (l) The Securities have been duly authorized by the Operating
Partnership, and, when Designated Securities are issued and delivered pursuant
to this Agreement and the Pricing Agreement with respect to such Designated
Securities, such Designated Securities shall have been duly executed,
authenticated, issued and delivered and shall constitute valid and legally
binding obligations of the Operating Partnership enforceable in accordance with
their terms and entitled to the benefits of the Indenture, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general equity
principles.

            (m) The Guarantees have been duly authorized by the Guarantors and,
when the Securities are issued and delivered pursuant to this Agreement, the
Guarantees shall have been duly executed, issued and delivered and shall
constitute valid and legally binding obligations of each of the Guarantors
enforceable in accordance with their terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equity principles.


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            (n) The Indenture conforms, and the Designated Securities and the
Guarantees shall conform, in all material respects, to the descriptions thereof
contained in the Preliminary Prospectus, the Time of Sale Information and the
Prospectus.

            (o) Neither the Parent Guarantor nor any of its consolidated
subsidiaries (including, without limitation, the Operating Partnership) is, or
with the giving of notice or lapse of time or both would be, in violation of or
in default under its declaration of trust, charter, by-laws, partnership
agreement, operating agreement or other organizational documents, as applicable,
except where, in the case of any subsidiary that is not the Operating
Partnership or a Subsidiary Guarantor, the violation or default could not
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect, or any indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which the Parent Guarantor or any of its
consolidated subsidiaries (including, without limitation, the Operating
Partnership) is a party or by which it or any of them or any of their respective
properties is bound, except where the violation or default could not reasonably
be expected, individually or in the aggregate, to have a Material Adverse
Effect; the issue and sale of the Designated Securities, the issue of the
Guarantees, the compliance by the Operating Partnership and the Guarantors with
all of the provisions of the Designated Securities, the Guarantees, the
Indenture, this Agreement and the applicable Pricing Agreement and the
consummation of the transactions herein and therein contemplated shall not
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Parent
Guarantor or any of its subsidiaries (including, without limitation, the
Operating Partnership) is a party or by which the Parent Guarantor or any of its
subsidiaries (including, without limitation, the Operating Partnership) is bound
or to which any of the property or assets of the Parent Guarantor or any of its
subsidiaries (including, without limitation, the Operating Partnership) is
subject, nor shall such actions result in any violation of the provisions of the
declaration of trust or the by-laws of the Parent Guarantor, the certificate of
limited partnership or partnership agreement of the Operating Partnership, the
charter or by-laws or other organizational documents of any of the Subsidiary
Guarantors or any law, statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Parent Guarantor or any
of its subsidiaries (including, without limitation, the Operating Partnership)
or any of their properties; and no consent, approval, authorization, order,
registration or qualification of or with any court or governmental agency or
body is required for the issue and sale of the Designated Securities, the issue
of the Guarantees or the consummation by the Operating Partnership and the
Guarantors of the other transactions contemplated by this Agreement, the
applicable Pricing Agreement or the Indenture, except such as have been, or
shall have been prior to the Time of Delivery, obtained under the Securities Act
or the Trust Indenture Act and such consents, approvals, authorizations, orders,
registrations or qualifications as may be required under state securities or
Blue Sky laws in connection with the purchase and distribution of the Designated
Securities by the Underwriters.

            (p) Other than as set forth in the Preliminary Prospectus and the
Prospectus, there are no legal or governmental proceedings pending to which the
Parent Guarantor or any of its consolidated subsidiaries (including, without
limitation, the Operating Partnership) is a party or to which any property of
the Parent Guarantor or any of its consolidated subsidiaries (including, without
limitation, the Operating Partnership) is subject, which could reasonably be


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expected, individually or in the aggregate, to have a Material Adverse Effect,
and, to the knowledge of the Operating Partnership and the Guarantors, no such
proceedings are threatened or contemplated by governmental authorities or
threatened by others.

            (q) (i) PricewaterhouseCoopers LLP, the independent registered
public accounting firm of the Operating Partnership and the Parent Guarantor,
which has audited certain financial statements of the Operating Partnership and
its consolidated subsidiaries and of the Parent Guarantor and its consolidated
subsidiaries, is an independent registered public accounting firm with respect
thereto as required by the Securities Act and the rules and regulations of the
Commission and the Public Company Accounting Oversight Board; (ii)
PricewaterhouseCoopers LLP, the independent registered public accounting firm of
Prentiss Properties Trust, which has audited certain financial statements of
Prentiss Properties Trust and its consolidated subsidiaries, is an independent
public accounting firm with respect thereto as required by the Securities Act
and the rules and regulations of the Commission and the Public Company
Accounting Oversight Board; and (iii) Ernst & Young, the independent registered
public accounting firm of The Rubenstein Company, L.P., which has audited
certain financial statements of The Rubenstein Company, L.P. and its
consolidated subsidiaries, is an independent registered public accounting firm
with respect thereto as required by the Securities Act and the rules and
regulations of the Commission and the Public Company Accounting Oversight Board.

            (r) The Parent Guarantor and its subsidiaries (including, without
limitation, the Operating Partnership) have good and marketable title in fee
simple to, or have valid rights to lease or otherwise use, all items of real and
personal property that is material to their respective businesses, in each case
free and clear of all Liens except (A) those Liens which have been reflected
generally or in the aggregate in the financial statements of the Operating
Partnership and of the Parent Guarantor as disclosed in the Preliminary
Prospectus and the Prospectus or as are described specifically, generally or in
the aggregate in the Preliminary Prospectus and the Prospectus, or (B) such
Liens not required by generally accepted accounting principles to be disclosed
in the financial statements of the Operating Partnership or of the Parent
Guarantor, which do not (a) materially adversely interfere with the use made or
proposed to be made of such property by the Parent Guarantor and its
subsidiaries (including, without limitation, the Operating Partnership) or (b)
could not reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect.

            (s) None of the Operating Partnership, the Parent Guarantor or any
of the Subsidiary Guarantors is, and after giving effect to each offering and
sale of the Securities and the issuance of the Guarantees is, or shall be
required to register as, an "investment company" under the Investment Company
Act of 1940, as amended (the "Investment Company Act").

            (t) At all times commencing with the Parent Guarantor's taxable year
ended December 31, 1986, the Parent Guarantor has been and after giving effect
to the offering and the sale of the Designated Securities and the issuance of
the Guarantees shall continue to be, organized and operated in conformity with
the requirements for qualification of the Parent Guarantor as a real estate
investment trust ("REIT") under the Internal Revenue Code of 1986, as amended
(the "Code"), and the proposed method of operation of the Parent Guarantor shall
enable the Parent Guarantor to continue to meet the requirements for
qualification and taxation as a REIT under the Code.


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            (u) The Parent Guarantor and its consolidated subsidiaries
(including, without limitation, the Operating Partnership) (A) have filed all
federal, state, local and foreign tax returns that are required to be filed or
have requested extensions thereof except in any case in which the failure so to
file could not reasonably be expected, individually or in the aggregate, to have
a Material Adverse Effect, except as set forth in the Preliminary Prospectus and
the Prospectus, and (B) have paid all taxes required to be paid by them and any
other assessment, fine or penalty levied against them, to the extent that any of
the foregoing is due and payable, except for any such assessment, fine or
penalty that is currently being contested in good faith or as could not
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect, except as set forth in the Preliminary Prospectus and the
Prospectus.

            (v) The Parent Guarantor and its consolidated subsidiaries
(including, without limitation, the Operating Partnership) possess all licenses,
certificates, permits and other authorizations issued by the appropriate
federal, state, local or foreign regulatory authorities necessary to conduct
their respective businesses, and neither the Parent Guarantor nor any such
consolidated subsidiary has received any notice of proceedings relating to the
revocation or modification of any such certificate, authorization or permit
which, individually or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, could reasonably be expected to have a Material
Adverse Effect on the Parent Guarantor and its subsidiaries (including, without
limitation, the Operating Partnership), taken as a whole, except as set forth in
the Preliminary Prospectus and the Prospectus.

            (w) No labor dispute or disturbance involving the employees of the
Parent Guarantor or any of its subsidiaries (including, without limitation, the
Operating Partnership) or of any other entity exists or is threatened or
imminent that could reasonably be expected, individually or in the aggregate, to
have a Material Adverse Effect, except as set forth in the Preliminary
Prospectus and the Prospectus.

            (x) The Parent Guarantor and its consolidated subsidiaries
(including, without limitation, the Operating Partnership) (A) are in compliance
with applicable federal, state, local and foreign laws and regulations relating
to the protection of human health and safety, the environment or hazardous or
toxic substances or wastes, pollutants or contaminants ("Environmental Laws"),
(B) have received, and are in compliance with, all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their
respective businesses and (C) have not received notice of any actual or
potential liability under any environmental law, except in each case where such
non-compliance with Environmental Laws, failure to receive or comply with
required permits, licenses or other approvals, or liability could not reasonably
be expected, individually or in the aggregate, to have a Material Adverse
Effect, except as set forth in the Preliminary Prospectus and the Prospectus;
except as set forth in the Preliminary Prospectus and the Prospectus, neither
the Parent Guarantor nor any of its consolidated subsidiaries (including,
without limitation, the Operating Partnership) has been named as a "potentially
responsible party" under the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended; in the ordinary course of its business,
the Operating Partnership and the Parent Guarantor periodically review the
effect of Environmental Laws on the business, operations and properties of the
Operating Partnership, Parent Guarantor and their respective consolidated
subsidiaries, in the course of which they identify and evaluate associated costs
and liabilities (including, without limitation, any capital or operating


                                                                              10


expenditures required for clean-up, closure of properties or compliance with
Environmental Laws, or any permit, license or approval, any related constraints
on operating activities and any potential liabilities to third parties). On the
basis of such review, the Operating Partnership and the Parent Guarantor have
reasonably concluded that such associated costs and liabilities could not
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect, except as set forth in the Preliminary Prospectus and the
Prospectus.

            (y) The minimum funding standard under Section 302 of the Employee
Retirement Income Security Act of 1974, as amended, and the regulations and
published interpretations thereunder ("ERISA"), has been satisfied by each
"pension plan" (as defined in Section 3(2) of ERISA) which has been established
or maintained by Parent Guarantor and/or one or more of its subsidiaries
(including, without limitation, the Operating Partnership), and the trust
forming part of each such plan which is intended to be qualified under Section
401 of the Code is so qualified; each of the Parent Guarantor and its
subsidiaries (including, without limitation, the Operating Partnership) has
fulfilled its obligations, if any, under Section 515 of ERISA; neither the
Parent Guarantor nor any of its subsidiaries (including, without limitation, the
Operating Partnership) maintains or is required to contribute to a "welfare
plan" (as defined in Section 3(1) of ERISA) which provides retiree or other
post-employment welfare benefits or insurance coverage (other than "continuation
coverage" (as defined in Section 602 of ERISA)); each pension plan and welfare
plan established or maintained by the Parent Guarantor and/or one or more of its
subsidiaries (including, without limitation, the Operating Partnership) is in
compliance in all material respects with the currently applicable provisions of
ERISA; neither the Parent Guarantor nor any of its subsidiaries (including,
without limitation, the Operating Partnership) has incurred or could reasonably
be expected to incur any withdrawal liability under Section 4201 of ERISA, any
liability under Section 4062, 4063, or 4064 of ERISA, or any other liability
under Title IV of ERISA; and the assets of the Parent Guarantor and its
subsidiaries (including, without limitation, the Operating Partnership) do not,
and as of the Time of Delivery shall not, constitute "plan assets" under ERISA.

            (z) The Parent Guarantor and its consolidated subsidiaries
(including, without limitation, the Operating Partnership) are currently in
compliance with all presently applicable provisions of the Americans with
Disabilities Act, as amended, except for any such non-compliance that could not
reasonably be expected, individually or in aggregate, to have a Material Adverse
Effect.

            (aa) There is, and has been, no failure on the part of the Parent
Guarantor and its subsidiaries (including, without limitation, the Operating
Partnership), and any of their respective trustees, directors or officers in
their capacities as such, to comply with any provision of the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated in connection therewith,
including, without limitation, Section 402 related to loans and Sections 302 and
906 related to certifications.

            (bb) No relationship (direct or indirect) exists between or among
any of the Parent Guarantor or any affiliate of the Parent Guarantor, on the one
hand, and any trustee, officer, shareholder, tenant, customer or supplier of the
Parent Guarantor or any affiliate of the Parent Guarantor, on the other hand,
which is required by the Securities Act and the rules and regulations of the
Commission thereunder to be described in the Registration Statement, the


                                                                              11


Preliminary Prospectus or the Prospectus which is not so described or is not
described as required; and there are no outstanding loans, advances (except
normal advances for business expenses in the ordinary course of business) or
guarantees of indebtedness by the Parent Guarantor to or for the benefit of any
of the trustees or officers of the Parent Guarantor or any of their respective
family members, except as disclosed in (or in documents incorporated into) the
Registration Statement, the Preliminary Prospectus and the Prospectus.

            (cc) The Parent Guarantor and its consolidated subsidiaries
(including, without limitation, the Operating Partnership) maintain a system of
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or specific
authorizations; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability; (iii) access to
assets is permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

            (dd) The Parent Guarantor and each of its consolidated subsidiaries
(including, without limitation, the Operating Partnership) are insured by
insurers of recognized financial responsibility against such losses and risks
and in such amounts as are prudent and customary in the businesses in which they
are engaged; to the knowledge of the Parent Guarantor and its subsidiaries
(including, without limitation, the Operating Partnership) all policies of
insurance insuring the Parent Guarantor and its consolidated subsidiaries
(including, without limitation, the Operating Partnership) or their respective
businesses, assets, employees, officers and directors are in full force and
effect; the Parent Guarantor and its consolidated subsidiaries (including,
without limitation, the Operating Partnership) are in compliance with the terms
of such policies and instruments in all material respects; neither the Parent
Guarantor nor any of its consolidated subsidiaries (including, without
limitation, the Operating Partnership) has received notice from any insurer or
agent of such insurer that capital improvements or other expenditures are
required or necessary to be made in order to continue such coverage; and neither
the Parent Guarantor nor any of its consolidated subsidiaries (including,
without limitation, the Operating Partnership) has any reason to believe that it
shall not be able to renew its existing insurance coverage as and when such
coverage expires or to obtain similar coverage from similar insurers as may be
necessary to continue its business at a cost that could not reasonably be
expected, individually or in aggregate, to have a Material Adverse Effect,
except as set forth in the Preliminary Prospectus and the Prospectus.

            (ee) No consolidated subsidiary of the Parent Guarantor (including,
without limitation, the Operating Partnership) is currently prohibited, directly
or indirectly, from paying any dividends to the Operating Partnership, from
making any other distribution on such subsidiary's capital stock or other
equity, from repaying to the Operating Partnership any loans or advances to such
subsidiary from the Operating Partnership, or from transferring any of such
subsidiary's property or assets to the Operating Partnership or any other
subsidiary of the Operating Partnership, except that, as set forth in the
Preliminary Prospectus and the Prospectus, each of the consolidated subsidiaries
of the Parent Guarantor set forth in Schedule IV to the applicable Pricing
Agreement require the consent of their respective joint venture partners as a
condition to making such payments or transfers and that following an event of
default under the


                                                                              12


loan documents encumbering the properties owned by a subsidiary of the Parent
Guarantor (including, without limitation, the Operating Partnership) such
subsidiary may be prohibited from making distributions to the Operating
Partnership.

            (ff) Neither the Parent Guarantor nor any of its affiliates
(including, without limitation, the Operating Partnership) does any business
with the government of Cuba or with any person or affiliate located in Cuba
within the meaning of Section 517.075, Florida Statutes.

            (gg) The statistical and market-related data, if any, included in
the Preliminary Prospectus and the Prospectus is based on or derived from
sources which the Operating Partnership and the Guarantors believe, in good
faith, to be reliable and accurate in all material respects.

            (hh) The Parent Guarantor is not an "ineligible issuer" (as defined
in Rule 405 under the Securities Act) and is a "well-known seasoned issuer" (as
defined in Rule 405 under the Securities Act), in each case at the times
relevant under the Securities Act in connection with the offering of the
Designated Securities. Each of the Operating Partnership and the Subsidiary
Guarantors is not an ineligible issuer at the times relevant under the
Securities Act in connection with the offering of the Designated Securities.

In addition to the foregoing representations and warranties set forth in this
Section 2, the Parent Guarantor and the Operating Partnership represent and
warrant separately to the Underwriters, to the fullest extent applicable, to the
same effect as the representations and warranties set forth in this Section, but
with respect to Prentiss Properties Trust and its consolidated subsidiaries (it
being understood and agreed that, in giving or making such representations and
warranties with respect to Prentiss Properties Trust and its consolidated
subsidiaries, the Parent Guarantor and the Operating Partnership are doing so
solely to the best of their knowledge).

      3. Offer and Sale of Designated Securities. Upon the execution of the
Pricing Agreement applicable to any Designated Securities and authorization by
the Representatives of the release of such Designated Securities and the
Guarantees thereof, the several Underwriters propose to offer such Designated
Securities for sale upon the terms and conditions set forth in the Prospectus.

      4. Payment and Settlement for Designated Securities. Designated Securities
to be purchased by each Underwriter pursuant to the Pricing Agreement relating
thereto, in the form specified in such Pricing Agreement, and in such authorized
denominations and registered in such names as the Representatives may request
upon at least 24 hours' prior notice to the Operating Partnership, shall be
delivered by or on behalf of the Operating Partnership to the Representatives
for the account of such Underwriter, against payment by such Underwriter or on
its behalf of the purchase price therefor by wire transfer in federal or other
same day funds, payable to the order of the Operating Partnership in the funds
specified in such Pricing Agreement, all in the manner and at the place and time
and date specified in such Pricing Agreement or at such other place and time and
date as the Representatives and the Operating Partnership may agree upon in
writing, such time and date being herein called the "Time of Delivery" for such
Designated Securities.


                                                                              13


      5. Further Agreements of he Operating Partnership and Guarantors. The
Operating Partnership and the Guarantors, jointly and severally, agree with each
of the Underwriters of any Designated Securities as follows:

            (a) To prepare the Prospectus in relation to the applicable
Designated Securities and the Guarantees in a form approved by the
Representatives and to file such Prospectus pursuant to Rule 424(b) under the
Securities Act no later than the Commission's close of business on the second
business day following the execution and delivery of the Pricing Agreement
relating to the applicable Designated Securities or, if applicable, such earlier
time as may be required by Rule 424(b); to file any Issuer Free Writing
Prospectus to the extent, and within the time period, required by Rule 433 under
the Securities Act; to make no further amendment or any supplement to the
Registration Statement or Prospectus after the Time of Sale and prior to the
Time of Delivery for such Designated Securities which shall be disapproved by
the Representatives for such Designated Securities promptly after reasonable
notice thereof; not to use, authorize, approve, refer to or file any Issuer Free
Writing Prospectus which shall be disapproved by the Representatives for such
Designated Securities promptly after reasonable notice thereof; to advise the
Representatives promptly of any amendment or supplement to the Registration
Statement or the Prospectus after the Time of Delivery for such Designated
Securities and furnish the Representatives with copies thereof; to file promptly
all reports and any definitive proxy or information statements required to be
filed by the Operating Partnership or the Guarantors with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as
the delivery of a prospectus is required in connection with the offering or sale
of such Designated Securities; and during such same period to advise the
Representatives, promptly after it receives notice thereof, of (i) the time when
any amendment to the Registration Statement has been filed or becomes effective
or any prospectus supplement to the Prospectus or any amended Prospectus has
been filed with the Commission, (ii) the issuance by the Commission of any stop
order or any order preventing or suspending the use of any prospectus relating
to such Designated Securities, (iii) the suspension of the qualification of such
Designated Securities for offering or sale in any jurisdiction, (iv) the
initiation or threatening of any proceeding for any such purpose or pursuant to
Section 8A of the Securities Act, or (v) any request by the Commission for the
amending or supplementing of the Registration Statement or Prospectus or for
additional information; and, in the event of the issuance of any such stop order
or of any such order preventing or suspending the use of any prospectus relating
to such Designated Securities or suspending any such qualification, to promptly
use its best efforts to obtain the withdrawal of such order;

            (b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Designated Securities and
Guarantees for offering and sale under the securities laws of such jurisdictions
within the United States as the Representatives may request and to comply with
such laws so as to permit the continuance of sales and dealings therein for as
long as may be necessary to complete the distribution of such Designated
Securities and Guarantees; provided, however, that in connection therewith
neither the Operating Partnership nor any of the Guarantors shall be required to
qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction;

            (c) To furnish the Underwriters with (i) two copies of the
Registration Statement (as originally filed) and each amendment thereto, and all
exhibits and documents incorporated or


                                                                              14


deemed to be incorporated by reference therein; (ii) copies of the Time of Sale
Information; and (iii) copies of the Prospectus in such quantities as the
Representatives may from time to time reasonably request, and, if the delivery
of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under
the Securities Act) is required at any time in connection with the offering or
sale of the Designated Securities and the issuance of the Guarantees; if at such
time any event shall have occurred as a result of which the Prospectus as then
amended or supplemented would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made when such
Prospectus is delivered, not misleading, or if for any other reason it shall be
necessary during such same period to amend or supplement the Prospectus or to
file under the Exchange Act any document incorporated or deemed to be
incorporated by reference in the Prospectus in order to comply with the
Securities Act, the Exchange Act or the Trust Indenture Act, to notify the
Representatives and, subject to Section 5(a) hereof, to prepare and file such
document and to furnish without charge to each Underwriter and to any dealer in
securities as many copies as the Representatives may from time to time
reasonably request of an amended Prospectus or a prospectus supplement to the
Prospectus, which shall correct such statement or omission or effect such
compliance; and if at any time prior to the Time of Delivery any event shall
have occurred as a result of which the Time of Sale Information as then amended
or supplemented would include any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading, or if
for any other reason it is necessary to amend or supplement the Time of Sale
Information to comply with the Securities Act, the Exchange Act or the Trust
Indenture Act, to notify the Representatives thereof and, subject to Section
5(a) hereof, prepare and file with the Commission (to the extent required) and
to furnish to the Underwriters and to any dealer as the Representatives may
reasonably request, such amendments or supplements to the Time of Sale
Information as will correct such statement or omission or effect such
compliance;

            (d) During the period beginning from the date of the Pricing
Agreement for the Designated Securities and continuing to and including the date
specified in the Pricing Agreement for such Designated Securities, not to offer,
sell, contract to sell or otherwise dispose of any debt securities of the
Operating Partnership or any of the Guarantors that mature more than one year
after the Time of Delivery and that are substantially similar to such Designated
Securities, without the prior written consent of the Representatives;

            (e) To make generally available to its security holders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the
Securities Act), an earnings statement of the Operating Partnership and its
subsidiaries (which need not be audited) complying with Section 11(a) of the
Securities Act and the rules and regulations of the Commission thereunder
(including, at the option of the Operating Partnership, Rule 158);

            (f) To apply the net proceeds from the sale of the Designated
Securities as described in the Preliminary Prospectus and the Prospectus;

            (g) Not to take, directly or indirectly, any action designed to or
that would constitute or that might reasonably be expected to cause or result
in, under the Exchange Act or


                                                                              15


otherwise, stabilization or manipulation, which is contrary to any applicable
law, of the price of any security of the Operating Partnership to facilitate the
sale or resale of the Securities;

            (h) Not to be or become, at any time prior to the expiration of
three years after the Time of Delivery, an "investment company" or an entity
"controlled" by an "investment company", as such terms are defined in the
Investment Company Act;

            (i) In the case of the Parent Guarantor, to use its best efforts to
continue to be organized and operated in conformity with the requirements for
qualification as a REIT under the Code for each of its taxable years for so long
as the Board of Trustees of the Parent Guarantor deems it in the best interests
of the Parent Guarantor's shareholders to remain so qualified and not to be
materially and adversely against the interests of the holders of the Designated
Securities to fail to be so qualified; and

            (j) To retain, pursuant to reasonable procedures developed in good
faith, copies of each Issuer Free Writing Prospectus that is not filed with the
Commission in accordance with Rule 433 under the Securities Act.

      6. Certain Agreements of the Underwriters Regarding Free Writing
Prospectuses. Each Underwriter, severally and not jointly, hereby represents and
warrants to, and agrees with, the Operating Partnership and the Guarantors as
follows:

            (a) Such Underwriter has not used, authorized, referred to or
participated in the planning for use of, and shall not use, authorize, refer to
or participate in the planning for use of, any "free writing prospectus" (as
defined in Rule 405 under the Securities Act) except for (i) a free writing
prospectus that, solely as a result of use by such Underwriter, would not
trigger an obligation to file such free writing prospectus with the Commission
pursuant to Rule 433 (other than a free writing prospectus under Section 6(b)
below), (ii) any Issuer Free Writing Prospectus listed on Schedule II to the
applicable Pricing Agreement or prepared pursuant to Section 2(e) or Section
5(a) hereof, or (iii) any free writing prospectus prepared by such Underwriter
and approved by the Operating Partnership in advance in writing (each such free
writing prospectus referred to in clauses (i) or (iii), an "Underwriter Free
Writing Prospectus");

            (b) Such Underwriter has not used, and shall not, without the prior
written consent of the Operating Partnership, use, any free writing prospectus
that contains the final terms of the Designated Securities unless such terms
have previously been included in a free writing prospectus filed with the
Commission; provided, however, that Underwriters may use a term sheet
substantially in the form of Annex II hereto without the prior consent of the
Operating Partnership;

            (c) Such Underwriter shall, pursuant to reasonable procedures
developed in good faith, retain copies of each free writing prospectus used or
referred to by it, in accordance with Rule 433 under the Securities Act; and

            (d) Such Underwriter is not subject to any pending proceeding under
Section 8A of the Securities Act with respect to the offering of the Designated
Securities (and shall promptly notify the Operating Partnership if any such
proceeding against it is initiated during the period in


                                                                              16


which a prospectus (or in lieu thereof, a notice pursuant to Rule 173(a) of the
Securities Act) is required to be delivered in connection with sales of
Designated Securities).

            7. Payment of Expenses. The Operating Partnership and the
Guarantors, jointly and severally, covenant and agree with the several
Underwriters that the Operating Partnership and the Guarantors shall pay or
cause to be paid the following: (i) the fees, disbursements and expenses of the
Operating Partnerships and the Guarantors' counsel and accountants in connection
with the registration of the Securities and the Guarantees under the Securities
Act; (ii) all other expenses in connection with the preparation, printing and
filing of the Registration Statement, any preliminary prospectus, the
Preliminary Prospectus and the Prospectus and all other amendments and
supplements thereto, and any Issuer Free Writing Prospectus. and the mailing and
delivering of copies thereof to the Underwriters and dealers; (iii) the cost of
printing and producing any Agreement among Underwriters, this Agreement, any
Pricing Agreement, the Indenture, any Blue Sky and legal investment memoranda,
closing documents (including any compilations thereof) and any other documents
so long as such documents have been approved by the Operating Partnership or the
Parent Guarantor in connection with the offering, purchase, sale and delivery of
the Securities and the Guarantees; (iv) all expenses in connection with the
qualification of the Securities for offering and sale under state securities
laws as provided in Section 5(b) hereof, including the fees and disbursements of
the counsel to the Underwriters, in connection with such qualification and in
connection with any Blue Sky and legal investment surveys; (v) any fees charged
by securities rating agencies for rating the Securities; (vi) any filing fees
incident to, and the reasonable fees and disbursements of the counsel to the
Underwriters, in connection with any required review by the National Association
of Securities Dealers, Inc. of the terms of the sale of the Securities; (vii)
the cost of preparing the Securities and the Guarantees; (viii) the reasonable
fees and expenses of any Trustee identified in a Pricing Agreement (the
"Trustee") and any agent of any Trustee and any transfer or paying agent of the
Operating Partnership and the Guarantors and the reasonable fees and
disbursements of counsel to the Trustee or such agent in connection with any
Indenture, the Securities and the Guarantees; (ix) any transfer or similar taxes
payable in connection with the issuance, sale and delivery of the Designated
Securities and the Guarantees to the Underwriters; and (x) all other costs and
expenses incident to the performance of its obligations hereunder, which are not
otherwise specifically provided for in this Section. It is understood, however,
that, except as otherwise specifically provided in this Section 7 and Sections 9
and 12 hereof, the Underwriters shall pay all of their own costs and expenses,
including the fees of the counsel to the Underwriters, transfer taxes on resale
of any of the Securities by them, and any advertising expenses connected with
any offers they may make.

            8. Conditions of Underwriters' Obligations. The obligations of the
Underwriters of any Designated Securities under the Pricing Agreement relating
to such Designated Securities shall be subject, in the Representatives'
discretion, to the condition that all representations and warranties and other
statements of the Operating Partnership and the Guarantors included or
incorporated by reference in the Pricing Agreement relating to such Designated
Securities are true and correct at and as of the Time of Delivery for such
Designated Securities and the condition that prior to such Time of Delivery the
Operating Partnership and the Guarantors shall have performed all of their
obligations hereunder theretofore to be performed, and the following additional
conditions:


                                                                              17


            (a) (i) The Preliminary Prospectus and the Prospectus in relation to
the applicable Designated Securities shall have been filed with the Commission
pursuant to Rule 424(b) under the Securities Act within the applicable time
period prescribed for such filing by the rules and regulations under the
Securities Act and in accordance with Section 5(a) hereof; (ii) each Issuer Free
Writing Prospectus relating to the Designated Securities (including, without
limitation, an Issuer Free Writing Prospectus setting forth the final terms of
the Designated Securities) shall have been filed with the Commission pursuant to
Rule 433 under the Securities Act within the applicable time period prescribed
for such filing by Rule 433 and in accordance with Section 5(a) hereof; (iii) no
stop order suspending the effectiveness of the Registration Statement or any
part thereof shall have been issued and no proceeding for that purpose or
pursuant to Section 8A of the Securities Act shall have been initiated or
threatened by the Commission; and (iv) all requests for additional information
on the part of the Commission shall have been complied with to the reasonable
satisfaction of the Representatives;

            (b) Simpson Thacher & Bartlett LLP, counsel to the Underwriters,
shall have furnished to the Representatives such opinion or opinions, dated the
Time of Delivery, with respect to the good standing status of the Operating
Partnership and the Guarantors, the Indenture, the Securities, the Guarantees,
the Registration Statement, the Prospectus, the Time of Sale Information and
such other related matters as the Representatives may reasonably request, and
such counsel shall have received such documents and information as they may
reasonably request to enable them to pass upon such matters;

            (c) Pepper Hamilton LLP, counsel to the Operating Partnership and
the Guarantors, shall have furnished to the Representatives their written
opinion dated the Time of Delivery in form and substance reasonably satisfactory
to the Representatives, to the following effect:

                  (i) The Operating Partnership has been duly formed and is
            validly existing as a limited partnership in good standing under the
            laws of the State of Delaware, with limited partnership power and
            authority to own its properties and conduct its business as
            described in the Preliminary Prospectus and the Prospectus;

                  (ii) The Parent Guarantor has been duly formed and is validly
            existing as a real estate investment trust in good standing under
            the laws of the State of Maryland, with trust power and authority to
            own its properties and conduct its business as described in the
            Preliminary Prospectus and the Prospectus;

                  (iii) Each Subsidiary Guarantor has been duly incorporated,
            formed or organized and is validly existing as a corporation or
            other entity in good standing under the laws of its jurisdiction of
            incorporation, formation or organization, with corporate, limited
            liability company or partnership power and authority to own its
            properties and conduct its business as described in the Preliminary
            Prospectus and the Prospectus; and all of the issued shares of
            capital stock, limited liability company, partnership or beneficial
            interests of each Subsidiary Guarantor have been duly and validly
            authorized and issued, are fully paid and, as applicable,
            non-assessable;


                                                                              18


                  (iv) All of the issued partnership interests of the Operating
            Partnership have been duly and validly authorized and issued and are
            fully paid; all of the issued beneficial interests of the Parent
            Guarantor have been duly and validly authorized and issued and are
            fully paid; and the Parent Guarantor is the sole general partner of
            the Operating Partnership and its percentage interest and ownership
            in the Operating Partnership is as set forth in the Preliminary
            Prospectus and the Prospectus;

                  (v) The Operating Partnership has been duly qualified or
            registered as a foreign partnership for the transaction of business
            and is in good standing or subsisting under the laws of each other
            jurisdiction in which it owns or leases properties, or conducts any
            business so as to require such qualification or registration, except
            where the failure to so qualify or register or be in good standing
            or subsisting could not reasonably be expected, individually or in
            the aggregate, to have a Material Adverse Effect; the Parent
            Guarantor has been duly qualified or registered as a foreign trust
            for the transaction of business and is in good standing or
            subsisting under the laws of each other jurisdiction in which it
            owns or leases properties or conducts any business so as to require
            such qualification or registration, except where the failure to so
            qualify or register or be in good standing or subsisting could not
            reasonably be expected, individually or in the aggregate, to have a
            Material Adverse Effect; and each Subsidiary Guarantor has been duly
            qualified or registered as a foreign corporation or other entity for
            the transaction of business and is in good standing or subsisting
            under the laws of each other jurisdiction in which it owns or leases
            properties or conducts any business so as to require such
            qualification or registration, except where the failure to so
            qualify or register or be in good standing or subsisting could not
            reasonably be expected, individually or in the aggregate, to have a
            Material Adverse Effect (such counsel being entitled to rely in
            respect of the opinion in this clause upon opinions of local counsel
            and in respect of matters of fact upon certificates of officers of
            the Operating Partnership and Guarantors, provided that such counsel
            shall state that they believe that both the Representatives and they
            are justified in relying upon such opinions and certificates);

                  (vi) To such counsel's knowledge and other than as set forth
            in the Preliminary Prospectus and the Prospectus, there are no legal
            or governmental proceedings pending to which the Parent Guarantor or
            any of its subsidiaries (including, without limitation, the
            Operating Partnership) is a party, or of which any property of the
            Parent Guarantor or any of its subsidiaries (including, without
            limitation, the Operating Partnership) is the subject, which are
            required, individually or in the aggregate, to be disclosed in the
            Registration Statement, the Preliminary Prospectus or the Prospectus
            which are not fairly described therein as required; and, to such
            counsel's knowledge, no such proceedings are threatened or
            contemplated by governmental authorities or threatened by others;


                                                                              19


                  (vii) This Agreement and the applicable Pricing Agreement with
            respect to the Designated Securities have been duly authorized,
            executed and delivered by the Operating Partnership and the
            Guarantors;

                  (viii) The Indenture has been duly authorized, executed and
            delivered by the Operating Partnership and the Guarantors and
            constitutes a valid and legally binding instrument, enforceable
            against the Operating Partnership and the Guarantors in accordance
            with its terms, subject, as to enforcement, to bankruptcy,
            insolvency, reorganization, receivership, moratorium or other laws
            (including, without limitation, the effect of statutory and other
            laws regarding fraudulent conveyances, fraudulent transfers and
            preferential matters) and as may be limited by the exercise of
            judicial discretion and application of principles of equity,
            including, without limitation, requirements of good faith, fair
            dealing, conscionability and materiality (regardless of whether the
            enforceability of the Indenture is considered in a proceeding at law
            or equity); and the Indenture has been duly qualified under the
            Trust Indenture Act;

                  (ix) The Designated Securities have been duly authorized,
            executed, authenticated, issued and delivered and constitute valid
            and legally binding obligations of the Operating Partnership
            entitled to the benefits provided by the Indenture and are
            enforceable against the Operating Partnership in accordance with the
            terms of the Designated Securities, subject, as to enforcement, to
            bankruptcy, insolvency, reorganization, receivership, moratorium or
            other laws (including, without limitation, the effect of statutory
            and other laws regarding fraudulent conveyances, fraudulent
            transfers and preferential matters) and as may be limited by the
            exercise of judicial discretion and application of principles of
            equity, including, without limitation, requirements of good faith,
            fair dealing, conscionability and materiality (regardless of whether
            the enforceability of the Designated Securities is considered in a
            proceeding at law or equity);

                  (x) The Guarantees have been duly authorized, executed,
            authenticated, issued and delivered and constitute valid and legally
            binding obligations of the Guarantors and are enforceable against
            the Guarantors in accordance with the terms of the Guarantees,
            subject, as to enforcement, to bankruptcy, insolvency,
            reorganization, receivership, moratorium or other laws (including,
            without limitation, the effect of statutory and other laws regarding
            fraudulent conveyances, fraudulent transfers and preferential
            matters) and as may be limited by the exercise of judicial
            discretion and application of principles of equity, including,
            without limitation, requirements of good faith, fair dealing,
            conscionability and materiality (regardless of whether the
            enforceability of the Guarantees is considered in a proceeding at
            law or equity);

                  (xi) The Designated Securities, the Guarantees and the
            Indenture conform in all material respects to the descriptions
            thereof in the Preliminary Prospectus and the Prospectus as amended
            or supplemented;


                                                                              20


                  (xii) The issue and sale of the Designated Securities, the
            issue of the Guarantees, the compliance by the Operating Partnership
            and the Guarantors with all of the provisions of the Designated
            Securities, the Guarantees, the Indenture, this Agreement and the
            applicable Pricing Agreement and the consummation of the
            transactions herein and therein contemplated do not conflict with or
            result in a breach or violation of any of the terms or provisions
            of, or constitute a default under, any indenture, mortgage, deed of
            trust, loan agreement or other agreement or instrument known to such
            counsel to which the Parent Guarantor or any of its subsidiaries
            (including, without limitation, the Operating Partnership) is a
            party or by which the Parent Guarantor or any of its subsidiaries
            (including, without limitation, the Operating Partnership) is bound
            or to which any of the property or assets of the Parent Guarantor or
            any of its subsidiaries (including, without limitation, the
            Operating Partnership) is subject, nor do such actions result in any
            violation of the provisions of the declaration of trust or the
            by-laws of the Parent Guarantor, the certificate of limited
            partnership or partnership agreement of the Operating Partnership,
            the charter or by-laws or other organizational documents of any of
            the Subsidiary Guarantors or any law, statute or any order, rule or
            regulation known to such counsel of any court or governmental agency
            or body having jurisdiction over the Parent Guarantor or any of its
            subsidiaries (including, without limitation, the Operating
            Partnership) or any of their properties;

                  (xiii) No consent, approval, authorization, order,
            registration or qualification of or with any court or governmental
            agency or body is required for the issue and sale of the Designated
            Securities, the issue of the Guarantees, or the consummation by the
            Operating Partnership and the Guarantors of the other transactions
            contemplated by this Agreement, the applicable Pricing Agreement or
            the Indenture, except such as have been obtained under the
            Securities Act or the Trust Indenture Act and such consents,
            approvals, authorizations, registrations or qualifications as may be
            required under state securities or Blue Sky laws in connection with
            the purchase and distribution of the Designated Securities by the
            Underwriters;

                  (xiv) The Registration Statement, the Preliminary Prospectus,
            any Issuer Free Writing Prospectus included in the Time of Sale
            Information and the Prospectus and any amendments and supplements
            thereto made by the Operating Partnership and the Guarantors prior
            to the Time of Delivery for the Designated Securities (other than
            the financial statements and related notes and schedules therein, as
            to which such counsel need express no opinion) comply as to form in
            all material respects with the requirements of the Securities Act
            and the Trust Indenture Act and the rules and regulations
            thereunder;

                  (xv) The Incorporated Documents (other than the financial
            statements and related notes and schedules therein, as to which such
            counsel need express no opinion), when they were filed with the
            Commission or became effective, as the case may be, complied as to
            form in all material respects with the requirements of the Exchange
            Act or the Securities Act, as applicable, and the rules and
            regulations of the Commission thereunder; and such counsel have no
            reason to


                                       21


            believe that any of the Incorporated Documents, when they were so
            filed or became effective, as the case may be, contained an untrue
            statement of a material fact or omitted to state a material fact
            required to be stated therein or necessary to make the statements
            therein not misleading;

                  (xvi) The statements made under the caption under "Material
            Federal Income Tax Consequences" in the Prospectus, insofar as they
            purport to constitute summaries of matters of U.S. federal tax law
            and regulations or legal conclusions with respect thereto,
            constitute accurate summaries of the matters described therein in
            all material respects;

                  (xvii) The Registration Statement has become effective under
            the Securities Act; the Preliminary Prospectus and the Prospectus
            relating to the Designated Securities and the Guarantees were filed
            with the Commission within the prescribed time periods pursuant to
            Rule 424(b) of the rules and regulations under the Securities Act;
            any Issuer Free Writing Prospectus relating to the Designated
            Securities was filed with the Commission within the prescribed time
            periods pursuant to Rule 433 under the Securities Act; and, to such
            counsel's knowledge, no stop order suspending the effectiveness of
            the Registration Statements has been issued or proceeding for that
            purpose or pursuant to Section 8A of the Securities Act has been
            instituted or threatened by the Commission;

                  (xviii) Such counsel has no reason to believe that (A) as of
            their respective effective dates, the Registration Statement or any
            amendment thereto made by the Operating Partnership and the
            Guarantors prior to the Time of Delivery (other than the financial
            statements and related notes and schedules therein, as to which such
            counsel need express no belief) contained an untrue statement of a
            material fact or omitted to state a material fact required to be
            stated therein or necessary to make the statements therein not
            misleading, (B) as of the Time of Sale (which such counsel may
            assume to be the date of the applicable Pricing Agreement), the Time
            of Sale Information (other than the financial statements and related
            notes and schedules therein, as to which such counsel need express
            no belief) contained an untrue statement of a material fact or
            omitted to state a material fact necessary to make the statements
            therein, in light of the circumstances in which they were made, not
            misleading, or (C) as of its date and as of the Time of Delivery,
            the Prospectus or any amendment or prospectus supplement thereto
            made by the Operating Partnership and the Guarantors prior to the
            Time of Delivery (other than the financial statements and related
            notes and schedules therein, as to which such counsel need express
            no belief) contained or contains an untrue statement of a material
            fact or omitted or omits to state a material fact necessary to make
            the statements therein, in light of the circumstances in which they
            were made, not misleading; and such counsel do not know of any
            amendment to the Registration Statement required to be filed or any
            contracts or other documents of a character required to be filed as
            an exhibit to the Registration Statement or required to be
            incorporated by reference into the Registration Statement, the
            Preliminary Prospectus or the Prospectus or required


                                                                              22


            to be described in the Registration Statement, the Preliminary
            Prospectus or the Prospectus that are not filed or incorporated by
            reference or described as required.

The opinions as to enforceability expressed in paragraphs (viii), (ix) and (x)
above shall be understood to mean only that, if there is a default in
performance of an obligation, (A) if a failure to pay or other damages can be
shown and (B) if the defaulting party can be brought into a court which will
hear the case and apply the governing law, then, subject to the availability of
defenses and to the exceptions set forth in paragraphs (viii), (ix) and (x)
above, the court will provide a money damage (or, as appropriate, injunctive or
specific performance) remedy;

            (d) (i) On the date of the applicable Pricing Agreement for such
Designated Securities and at the Time of Delivery for such Designated
Securities, PricewaterhouseCoopers LLP, the independent registered public
accounting firm of the Operating Partnership and the Parent Guarantor, which has
audited the financial statements of the Operating Partnership and its
consolidated subsidiaries and of the Parent Guarantor and its consolidated
subsidiaries, included or incorporated by reference in the Registration
Statement, shall have furnished to the Representatives letters, dated the
respective dates of delivery, in form and substance satisfactory to the
Representatives, containing statements and information of the type customarily
included in accountants' "comfort letters" to underwriters with respect to the
financial statements and certain financial information contained or incorporated
by reference in the Registration Statement, the Preliminary Prospectus and the
Prospectus; and (ii) on the date of the applicable Pricing Agreement for such
Designated Securities and at the Time of Delivery for such Designated
Securities, PricewaterhouseCoopers LLP, the independent registered public
accounting firm of Prentiss Properties Trust, which has audited the financial
statements of Prentiss Properties Trust and its consolidated subsidiaries,
included or incorporated by reference in the Registration Statement, shall have
furnished to the Representatives letters, dated the respective dates of
delivery, in form and substance satisfactory to the Representatives, containing
statements and information of the type customarily included in accountants'
"comfort letters" to underwriters with respect to the financial statements and
certain financial information contained or incorporated by reference in the
Registration Statement, the Preliminary Prospectus and the Prospectus;

            (e) (i) The Parent Guarantor and its subsidiaries (including,
without limitation, the Operating Partnership), taken as a whole, have not
sustained since the date of the latest audited financial statements included or
incorporated by reference in the Preliminary Prospectus and the Prospectus any
material loss or interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor dispute
or court or governmental action, order or decree, otherwise than as set forth in
the Prospectus and (ii) since the respective dates as of which information is
given in the Registration Statement, the Preliminary Prospectus and the
Prospectus (without giving effect to any amendment thereof or supplement thereto
subsequent to the date of the Pricing Agreement relating to the Designated
Securities), except as set forth in Schedule IV to the applicable Pricing
Agreement, there has not been any change in the beneficial interests of the
Parent Guarantor (other than issuances of beneficial interests (A) pursuant to
equity-based awards granted in the ordinary course of business, (B) upon
exercise of options and upon conversion or redemption of convertible or
redeemable securities, in each case which were outstanding as of the date of the
latest audited financial statements included or incorporated by reference in the
Preliminary Prospectus and the


                                                                              23


Prospectus, and (C) upon the exchange of Operating Partnership interests for
beneficial interests in the Parent Guarantor) or in the partnership interests in
the Operating Partnership or the capital stock, partnership, membership or
beneficial interests of any of its consolidated subsidiaries, or any change in
the long-term debt of the Parent Guarantor and its consolidated subsidiaries
(including, without limitation, the Operating Partnership), taken as a whole, or
any material adverse change, or any development involving a prospective material
adverse change, in or affecting the business, properties, management, results of
operations, financial condition or prospects of the Parent Guarantor and its
consolidated subsidiaries (including, without limitation, the Operating
Partnership), taken as a whole, except as set forth in the Preliminary
Prospectus and the Prospectus (without giving effect to any amendment thereof or
supplement thereto subsequent to the date of the Pricing Agreement relating to
the Designated Securities), the effect of which, in any such case described in
clause (i) or (ii), is in the judgment of the Representatives so material and
adverse as to make it impracticable or inadvisable to proceed with the public
offering or the delivery of the Designated Securities and the Guarantees on the
terms and in the manner contemplated in the Preliminary Prospectus and the
Prospectus;

            (f) On or after the date of the Pricing Agreement relating to the
Designated Securities, (i) no downgrading shall have occurred in the rating
accorded the Operating Partnership's debt securities or the Parent Guarantor's
debt securities or, if applicable, preferred shares of beneficial interest by
any "nationally recognized statistical rating organization", as the term is
defined by the Commission for purposes of Rule 436(g)(2) under the Securities
Act and (ii) no such organization shall have publicly announced that it has
under surveillance or review, with possible negative implications, its rating of
any of the Operating Partnership's debt securities or the Parent Guarantor's
debt securities or preferred shares;

            (g) On or after the date of the Pricing Agreement relating to the
Designated Securities, there shall not have occurred any of the following: (i)
trading generally shall have been suspended or materially limited on the New
York Stock Exchange or the over-the-counter market; (ii) trading of any
securities issued or guaranteed by the Operating Partnership or the Parent
Guarantor shall have been suspended on any exchange or in any over-the-counter
market; (iii) a general moratorium on commercial banking activities shall have
been declared by federal or New York State authorities or a material disruption
in commercial banking or securities settlement or clearance services; or (iv)
there shall have occurred any outbreak or escalation of hostilities or acts of
terrorism involving the United States or declaration of national emergency or
war by the United States or any change in financial markets or any calamity or
crisis, either within or outside the United States, that, in the judgment of the
Representatives, is material and adverse and makes it impracticable or
inadvisable to proceed with the offering, sale or the delivery of the Designated
Securities on the terms and in the manner contemplated by this Agreement, the
Preliminary Prospectus, the Time of Sale Information and the Prospectus; and

            (h) The Operating Partnership and the Guarantors shall have
furnished or caused to be furnished to the Representatives at the Time of
Delivery for the Designated Securities a certificate or certificates of officers
of the Operating Partnership and the Guarantors in such form and executed by
such officers of the Operating Partnership and the Guarantors as shall be
satisfactory to the Representatives, as to the accuracy of the representations
and warranties of the Operating Partnership and the Guarantors herein at and as
of such Time of Delivery, as to the performance by the Operating Partnership and
the Guarantors of all of its obligations hereunder


                                                                              24


to be performed at or prior to such Time of Delivery, as to the matters set
forth in Sections 8(a), 8(e) and 8(f) hereof and as to such other matters
(including, without limitation, with respect to compliance with debt agreements
and instruments) as the Representatives may reasonably request.

      9. Indemnification and Contribution. (a) The Operating Partnership, the
Parent Guarantor and the Subsidiary Guarantors, jointly and severally, shall
indemnify and hold harmless each Underwriter, its directors, officers and
employees and each person, if any, who controls any Underwriter within the
meaning of the Securities Act, from and against any losses, claims, damages or
liabilities, joint or several, or any action in respect thereof to which such
Underwriter, officer, employee or controlling person may become subject, under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities or actions arise out of or are based upon (i) an untrue statement or
alleged untrue statement of a material fact contained in any preliminary
prospectus, the Preliminary Prospectus, any preliminary prospectus supplement,
the Registration Statement, the Prospectus and any other prospectus relating to
the Designated Securities, or any amendment or supplement thereto, the Time of
Sale Information, or any Issuer Free Writing Prospectus or any "issuer
information" (as defined in Rule 433 under the Securities Act) filed or required
to be filed pursuant to Rule 433(d), or (ii) the omission or alleged omission to
state in any preliminary prospectus, the Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus and any other
prospectus relating to the Designated Securities, or any amendments or
supplements thereto, the Time of Sale Information, or any Issuer Free Writing
Prospectus or issuer information (as defined above) a material fact required to
be stated therein or necessary to make the statements therein not misleading,
and shall reimburse each Underwriter and each such director, officer, employee
and controlling person promptly upon demand for any legal or other expenses
reasonably incurred by such Underwriter and each such director, officer,
employee and controlling person in connection with investigating or defending
any such loss, damage, liability, action or claim as such expenses are incurred;
provided, however, that the Operating Partnership, the Parent Guarantor and the
Subsidiary Guarantors shall not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in any preliminary prospectus, the Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus and any other
prospectus relating to the Designated Securities, or any such amendment or
supplement, the Time of Sale Information, or any Issuer Free Writing Prospectus,
in reliance upon and in conformity with information furnished in writing to the
Operating Partnership by any Underwriter of Designated Securities through the
Representatives expressly for use in the Prospectus relating to such Designated
Securities.

            (b) Each Underwriter, severally and not jointly, shall indemnify and
hold harmless the Operating Partnership, the Parent Guarantor and the Subsidiary
Guarantors and their directors, officers and employees and each person, if any,
who controls the Operating Partnership, the Parent Guarantor and the Subsidiary
Guarantors within the meaning of the Securities Act against any losses, claims,
damages or liabilities to which the Operating Partnership, the Parent Guarantor
or any Subsidiary Guarantor or any such director, officer, employee or
controlling person may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) an untrue statement or alleged
untrue statement of a material fact contained in


                                                                              25


any preliminary prospectus, the Preliminary Prospectus any preliminary
prospectus supplement, the Registration Statement, the Prospectus and any other
prospectus relating to the Designated Securities, or any amendment or supplement
thereto, the Time of Sale Information, or any Issuer Free Writing Prospectus, or
(ii) the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in any
preliminary prospectus, the Preliminary Prospectus any preliminary prospectus
supplement, the Registration Statement, the Prospectus and any other prospectus
relating to the Designated Securities, or any such amendment or supplement, the
Time of Sale Information, or any Issuer Free Writing Prospectus, in reliance
upon and in conformity with written information furnished to the Operating
Partnership by such Underwriter through the Representatives expressly for use
therein, and shall reimburse the Operating Partnership, the Parent Guarantor or
any Subsidiary Guarantor for any legal or other expenses reasonably incurred by
the Operating Partnership, the Parent Guarantor or any Subsidiary Guarantor in
connection with investigating or defending any such action or claim as such
expenses are incurred.

            (c) Promptly after receipt by an indemnified party under Section
9(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such Section. In case any such action
shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such Section for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation provided, however, that any indemnified
party shall have the right to employ separate counsel in any such action and to
participate in the defense thereof but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the employment
thereof has been specifically authorized by the indemnifying party in writing,
(ii) such indemnified party shall have been advised by such counsel that there
may be one or more legal defenses available to it which are different from or
additional to those available to the indemnifying party and in the reasonable
judgment of such counsel it is advisable for such indemnified party to employ
separate counsel or (iii) the indemnifying party has failed to assume the
defense of such action and employ counsel reasonably satisfactory to the
indemnified party, in which case, if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action on behalf of such indemnified party,
it being understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more


                                                                              26


than one separate counsel (plus local counsel in each such jurisdiction) at any
time for all such indemnified parties. If the indemnifying party does not assume
the defense of such action, it is understood that the indemnifying party shall
not, in connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate counsel (plus local counsel in each such jurisdiction) at
any time for all such indemnified parties, which firms shall be designated in
writing by the Representatives, if the indemnified parties under this Section 9
consist of any Underwriter of the Designated Securities or any of its respective
directors, officers, employees or controlling persons, or by the Operating
Partnership, the Parent Guarantor or any Subsidiary Guarantor, if the
indemnified parties under this Section 9 consist of the Operating Partnership,
the Parent Guarantor or any Subsidiary Guarantor or any of their directors,
officers, administrative trustees or controlling persons. The indemnifying party
shall not be liable for any settlement of an action or claim for monetary
damages which an indemnified party may effect without the consent of the
indemnifying party, which consent shall not be unreasonably withheld. No
indemnifying party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim),
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to, or an admission of, fault,
culpability or a failure to act, by or on behalf of any indemnified party. For
purposes of this Section 9, references to "counsel" shall include a firm of
attorneys.

            (d) If the indemnification provided for in this Section 9 is
unavailable to or insufficient to hold harmless an indemnified party under
Section 9(a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Operating Partnership, the Parent Guarantor
and the Subsidiary Guarantors on the one hand and the Underwriters of the
Designated Securities on the other from the offering of the Designated
Securities to which such loss, claim, damage or liability (or action in respect
thereof) relates. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under Section 9(c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits referred to in the immediately preceding sentence but also the
relative fault of the Operating Partnership, the Parent Guarantor or any
Subsidiary Guarantor on the one hand and the Underwriters of the Designated
Securities on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Operating Partnership, the Parent Guarantor or any
Subsidiary Guarantor on the one hand and such Underwriters on the other shall be
deemed to be in the same proportion as the total net proceeds from such offering
(before deducting expenses) received by the Operating Partnership, the Parent
Guarantor or any Subsidiary Guarantor bear to the total commissions or discounts
received by such Underwriters in respect thereof. The relative fault shall be
determined by


                                                                              27


reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading relates to information supplied by the Operating
Partnership, the Parent Guarantor or any Subsidiary Guarantor on the one hand or
by any such Underwriters on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Operating Partnership, the Parent Guarantor, the
Subsidiary Guarantors and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 9(d) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 9(d). The amount paid
or payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this Section
9(d) shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 9(d), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total public offering price at which the applicable Designated
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of the Underwriters of Designated Securities
in this Section 9(d) to contribute are several in proportion to their respective
underwriting obligations with respect to such Designated Securities and not
joint.

            (e) The obligations of the Operating Partnership, the Parent
Guarantor and the Subsidiary Guarantors under this Section 9 shall be in
addition to any liability which the Operating Partnership, the Parent Guarantor
or any Subsidiary Guarantor may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of any Underwriter and to
each person, if any, who controls any Underwriter within the meaning of the
Securities Act; and the obligations of the Underwriters under this Section 9
shall be in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Operating Partnership, the Parent Guarantor or any
Subsidiary Guarantor and to each person, if any, who controls the Operating
Partnership, the Parent Guarantor or any Subsidiary Guarantor within the meaning
of the Securities Act.

      10. Defaulting Underwriters. (a) If any Underwriter shall default in its
obligation to purchase the Designated Securities which it has agreed to purchase
under the Pricing Agreement relating to such Designated Securities, the
Representatives may in their discretion arrange for themselves or another party
or other parties to purchase such Designated Securities on the terms contained
herein. If within 36 hours after such default by any Underwriter the
Representatives do not arrange for the purchase of such Designated Securities,
then the Operating Partnership shall be entitled to a further period of 36 hours
within which to procure another party or other parties satisfactory to the
Representatives to purchase such Designated Securities on such terms. In the
event that, within the respective prescribed period, the Representatives notify
the Operating Partnership that they have so arranged for the purchase of such
Designated Securities, or the


                                                                              28


Operating Partnership notifies the Representatives that it has so arranged for
the purchase of such Designated Securities, the Representatives or the Operating
Partnership shall have the right to postpone the Time of Delivery for such
Designated Securities for a period of not more than seven days, in order to
effect whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus, or in any other documents or arrangements, and the
Operating Partnership agrees to file promptly any amendments or supplements to
the Registration Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary. The term "Underwriter" as used in
this Agreement shall include any person substituted under this Section with like
effect as if such person had originally been a party to the Pricing Agreement
with respect to such Designated Securities.

            (b) If, after giving effect to any arrangements for the purchase of
the Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Operating Partnership as provided in Section 10(a)
above, the aggregate principal amount of such Designated Securities which
remains unpurchased does not exceed one-eleventh of the aggregate principal
amount of the Designated Securities, then the Operating Partnership shall have
the right to require each non-defaulting Underwriter to purchase the principal
amount of Designated Securities which such Underwriter agreed to purchase under
the Pricing Agreement relating to such Designated Securities and, in addition,
to require each non-defaulting Underwriter to purchase its pro-rata share (based
on the principal amount of Designated Securities which such Underwriter agreed
to purchase under such Pricing Agreement) of the Designated Securities of such
defaulting Underwriter or Underwriters for which such arrangements have not been
made; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.

            (c) If, after giving effect to any arrangements for the purchase of
the Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Operating Partnership as provided in Section 10(a)
above, the aggregate principal amount of Designated Securities which remains
unpurchased exceeds one-eleventh of the aggregate principal amount of the
Designated Securities as referred to in Section 10(a) above, or if the Operating
Partnership shall not exercise the right described in Section 10(a) above to
require non-defaulting Underwriters to purchase Designated Securities of a
defaulting Underwriter or Underwriters, then the Pricing Agreement relating to
such Designated Securities shall thereupon terminate, without liability on the
part of any non-defaulting Underwriter or the Operating Partnership, except for
the expenses to be borne by the Operating Partnership and the Underwriters as
provided in Section 7 hereof and the indemnity and contribution agreements in
Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.

      11. Survival. The respective indemnities, agreements, representations,
warranties and other statements of the Operating Partnership, the Guarantors and
the several Underwriters, as set forth in this Agreement or made by or on behalf
of them, respectively, pursuant to this Agreement, shall remain in full force
and effect, regardless of any investigation (or any statement as to the results
thereof) made by or on behalf of any Underwriter or any officer or director or
controlling person of any Underwriter, or the Operating Partnership or any
Guarantor, or any officer or director or controlling person of the Operating
Partnership or any Guarantor, and shall survive delivery of and payment for the
Securities.


                                                                              29


      12. Termination. If any Pricing Agreement shall be terminated pursuant to
Section 10 hereof or if any condition in Section 8(g)(i), 8(g)(iii) or 8(g)(iv)
hereof is not satisfied, the Operating Partnership and the Guarantors shall not
then be under any liability to any Underwriter with respect to the Designated
Securities covered by such Pricing Agreement except as provided in Sections 7
and 9 hereof, but, if for any other reason, Designated Securities are not
delivered by or on behalf of the Operating Partnership as provided herein, the
Operating Partnership or the Guarantors shall reimburse the Underwriters through
the Representatives for all out-of-pocket expenses approved in writing by the
Representatives, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of such Designated Securities, but the Operating Partnership and the
Guarantors shall then be under no further liability to any Underwriter with
respect to such Designated Securities except as provided in Sections 7 and 9
hereof.

      13. Authority of Representatives. In all dealings hereunder, the
Representatives of the Underwriters of Designated Securities shall act on behalf
of each of such Underwriters, and the parties hereto shall be entitled to act
and rely upon any statement, request, notice or agreement on behalf of any
Underwriter made or given by such Representatives jointly or by such of the
Representatives, if any, as may be designated for such purpose in the Pricing
Agreement.

      14. Notices. All statements, requests, notices and agreements hereunder
shall be in writing, and if to the Underwriters shall be delivered or sent by
mail, telex or facsimile transmission to the address of the Representatives as
set forth in the Pricing Agreement; and if to the Operating Partnership or the
Guarantors shall be delivered or sent by mail, telex or facsimile transmission
to the address of the Operating Partnership and the Guarantors set forth in the
Registration Statement, Attention: General Counsel; provided, however, that any
notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or
sent by mail, telex or facsimile transmission to such Underwriter at its address
set forth in its underwriters' questionnaire, or telex constituting such
questionnaire, which address shall be supplied to the Operating Partnership by
the Representatives upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.

      15. Nature of Underwriters' Obligations. Each of the Operating Partnership
and the Parent Guarantor acknowledges and agrees that (i) the purchase and sale
of the Designated Securities pursuant to this Agreement and the applicable
Pricing Agreement is an arm's-length commercial transaction between the
Operating Partnership and the Guarantors, on the one hand, and the several
Underwriters, on the other, (ii) in connection therewith and with the process
leading to such transaction, each Underwriter is acting solely as a principal
and not the agent or fiduciary of the Operating Partnership, the Parent
Guarantor or the Subsidiary Guarantors, (iii) no Underwriter has assumed an
advisory or fiduciary responsibility in favor of the Operating Partnership, the
Parent Guarantor or the Subsidiary Guarantors with respect to the offering of
the Designated Securities or the process leading thereto (irrespective of
whether such Underwriter has advised or is currently advising the Operating
Partnership, the Parent Guarantor or the Subsidiary Guarantors on other matters)
or any other obligation to the Operating Partnership, the Parent Guarantor or
the Subsidiary Guarantors except the obligations expressly set forth in this
Agreement and the applicable Pricing Agreement and (iv) the Operating
Partnership, the Parent Guarantor and the Subsidiary Guarantors have consulted
their own legal and financial advisors to


                                                                              30


the extent they deemed appropriate. Each of the Operating Partnership and the
Parent Guarantor agrees that it shall not claim that the Underwriters, or any of
them, owes an advisory, fiduciary or similar duty to the Operating Partnership,
the Parent Guarantor or the Subsidiary Guarantors, in connection with such
transaction or the process leading thereto.

      16. Persons Entitled to Benefit of Agreement. This Agreement and each
Pricing Agreement shall be binding upon, and inure solely to the benefit of, the
Underwriters, the Operating Partnership, the Guarantors and, to the extent
provided in Sections 9 and 11 hereof, the directors, officers and employees of
the Operating Partnership, the Guarantors or any Underwriter and each person who
controls the Operating Partnership, the Guarantors or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.

      17. Time of Essence. Time shall be of the essence of each Pricing
Agreement. As used herein, "business day" shall mean any day on which the New
York Stock Exchange, Inc. is open for trading.

      18. Governing Law. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

      19. Counterparts. This Agreement and each Pricing Agreement may be
executed by any one or more of the parties hereto and thereto in any number of
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.


                                                                              31


                                    Very truly yours,

                                    BRANDYWINE OPERATING PARTNERSHIP, L.P.

                                    By: Brandywine Realty Trust, its General
                                        Partner

                                    By: /s/ Gerard H. Sweeney
                                       -----------------------------------------
                                    Name: Gerard H. Sweeney
                                    Title: President and Chief Executive Officer


                                    BRANDYWINE REALTY TRUST

                                    By: /s/ Gerard H. Sweeney
                                        ----------------------------------------
                                    Name: Gerard H. Sweeney
                                    Title: President and Chief Executive Officer

                                    AAPOP 2, L.P.

                                    By: Witmer Operating Partnership I,
                                        L.P., a Delaware limited
                                        partnership, one of its general
                                        partners

                                        By: Brandywine Witmer, L.L.C., a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P.,
                                                a Delaware limited
                                                partnership, its sole member

                                                By: Brandywine Realty Trust,
                                                    a Maryland real estate
                                                    investment trust, its
                                                    general partner*

                                    By: Brandywine Witmer, L.L.C., a
                                        Pennsylvania limited liability
                                        company, one of its general partners

                                        By: Brandywine Operating
                                            Partnership, L.P., a Delaware
                                            limited partnership, its sole
                                            member


                                                                              32


                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        BRANDYWINE AMBASSADOR, L.P.

                                        By: Brandywine Ambassador, L.L.C., a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        BRANDYWINE BYBERRY LP, a Delaware
                                        limited partnership

                                        By: Brandywine Byberry LLC, a Delaware
                                            limited liability company, its
                                            general partner

                                            By: Brandywine Operating
                                                Partnership, a Delaware limited
                                                partnership, its sole member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        BRANDYWINE CENTRAL L.P.

                                        By: Brandywine F.C., L.P., a
                                            Pennsylvania limited partnership,
                                            its general partner

                                            By: Brandywine F.C., L.L.C., a
                                                Pennsylvania limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                                                              33


                                        BRANDYWINE CIRA, L.P.

                                        By: Brandywine Cira, LLC, a Pennsylvania
                                            limited liability company, its
                                            general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        BRANDYWINE F.C., L.P.

                                        By: Brandywine F.C., L.L.C., a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        BRANDYWINE GRANDE B, L.P.

                                        By: Brandywine Grande B, L.L.C., a
                                            Delaware limited liability company,
                                            its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                                                              34


                                        BRANDYWINE METROPLEX, L.P.

                                        By: Brandywine Metroplex, LLC, a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        BRANDYWINE MIDATLANTIC LP, a Delaware
                                        limited partnership

                                        By: Brandywine Midatlantic LLC, a
                                            Delaware limited liability company,
                                            its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        BRANDYWINE P.M., L.P.

                                        By: Brandywine P.M., L.L.C., a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                                                              35


                                        BRANDYWINE TB FLORIG, L.P.

                                        By: Brandywine TB Florig, LLC, a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        BRANDYWINE TB INN, L.P.

                                        By: Brandywine TB Inn, L.L.C., a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        BRANDYWINE TB I, L.P.

                                        By: Brandywine TB I, L.L.C., a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                                                              36


                                        BRANDYWINE TB II, L.P.

                                        By: Brandywine TB II, L.L.C., a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        BRANDYWINE TB V, L.P.

                                        By: Brandywine TB V, L.L.C., a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        BRANDYWINE TB VI, L.P.

                                        By: Brandywine TB VI, L.L.C., a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                                                              37


                                        BRANDYWINE TB VIII, L.P.

                                        By: Brandywine TB VIII, L.L.C., a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        C/N IRON RUN LIMITED PARTNERSHIP III

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        C/N LEEDOM LIMITED PARTNERSHIP II

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        C/N OAKLANDS LIMITED PARTNERSHIP I

                                        By: Witmer Operating Partnership I,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Witmer, L.L.C., a
                                                Pennsylvania limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                                                              38


                                        C/N OAKLANDS LIMITED PARTNERSHIP III

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        E-TENANTS.COM HOLDING, L.P.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        FIFTEEN HORSHAM, L.P.

                                        By: Witmer Operating Partnership I,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Witmer, L.L.C., a
                                                Pennsylvania limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                        IRON RUN LIMITED PARTNERSHIP V

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                                                              39


                                        LC/N HORSHAM LIMITED PARTNERSHIP

                                        By: Witmer Operating Partnership I,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Witmer, L.L.C., a
                                                Pennsylvania limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                        LC/N KEITH VALLEY LIMITED PARTNERSHIP I

                                        By: Witmer Operating Partnership I,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Witmer, L.L.C., a
                                                Pennsylvania limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                                                              40


                                        NEWTECH IV LIMITED PARTNERSHIP

                                        By: Witmer Operating Partnership I,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Witmer, L.L.C., a
                                                Pennsylvania limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                        NICHOLS LANSDALE LIMITED PARTNERSHIP III

                                        By: Witmer Operating Partnership I,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Witmer, L.L.C., a
                                                Pennsylvania limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                                                              41


                                        OLS OFFICE PARTNERS, L.P., a Delaware
                                        limited partnership

                                        By: Brandywine One Logan LLC, a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Midatlantic LP, a
                                                Delaware limited partnership,
                                                its managing member

                                                By: Brandywine Midatlantic LLC,
                                                    a Delaware limited liability
                                                    company, its general partner

                                                    By: Brandywine Operating
                                                        Partnership, L.P., a
                                                        Delaware limited
                                                        partnership, its sole
                                                        member

                                                        By: Brandywine Realty
                                                        Trust, a Maryland real
                                                        estate investment trust,
                                                        its general partner*


                                        RADNOR CENTER ASSOCIATES, a Pennsylvania
                                        limited partnership

                                        By: Brandywine Radnor Center LLC, a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Midatlantic LP, a
                                                Delaware limited partnership,
                                                its managing member

                                                By: Brandywine Midatlantic LLC,
                                                    a Delaware limited liability
                                                    company, its general partner

                                                    By: Brandywine Operating
                                                        Partnership, L.P., a
                                                        Delaware limited
                                                        partnership, its sole
                                                        member

                                                        By: Brandywine Realty
                                                            Trust, a Maryland
                                                            real estate
                                                            investment trust,
                                                            its general partner*


                                                                              42


                                        RADNOR PROPERTIES ASSOCIATES-II, L.P., a
                                        Delaware limited partnership

                                        By: Radnor GP, L.L.C., a Delaware
                                            limited liability company, its
                                            general partner

                                            By: Brandywine Midatlantic LP, a
                                                Delaware limited partnership,
                                                its managing member

                                                By: Brandywine Midatlantic LLC,
                                                    a Delaware limited liability
                                                    company, its general partner

                                                    By: Brandywine Operating
                                                        Partnership, L.P., a
                                                        Delaware limited
                                                        partnership, its sole
                                                        member

                                                        By: Brandywine Realty
                                                            Trust, a Maryland
                                                            real estate
                                                            investment trust,
                                                            its general partner*


                                                                              43


                                        RADNOR PROPERTIES-SDC, L.P., a Delaware
                                        limited partnership

                                        By: Radnor GP-SDC, L.L.C., a Delaware
                                            limited liability company, its
                                            general partner

                                            By: Radnor Properties Associates-II,
                                                L.P., a Delaware limited
                                                partnership, managing member

                                                By: Radnor GP, L.L.C., a
                                                    Delaware limited liability
                                                    company, its general partner

                                                    By: Brandywine Midatlantic
                                                        LP, a Delaware limited
                                                        partnership, its
                                                        managing member

                                                        By: Brandywine
                                                            Midatlantic LLC,
                                                            a Delaware limited
                                                            liability company,
                                                            its general partner

                                                        By: Brandywine Operating
                                                            Partnership, L.P., a
                                                            Delaware limited
                                                            partnership, its
                                                            sole member

                                                        By: Brandywine Realty
                                                            Trust, a Maryland
                                                            real estate
                                                            investment trust,
                                                            its general partner*


                                                                              44


                                        RADNOR PROPERTIES-200 RC, L.P., a
                                        Delaware limited partnership

                                        By: Radnor GP-200 RC, L.L.C., a Delaware
                                            limited liability company, its
                                            general partner

                                            By: Radnor Properties-200 RC
                                                Holdings, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Radnor 200
                                                    Holdings LLC, a Delaware
                                                    limited liability company,
                                                    its general partner

                                                    By: Brandywine Operating
                                                        Partnership, L.P., a
                                                        Delaware limited
                                                        partnership, its sole
                                                        member

                                                        By: Brandywine Realty
                                                            Trust, a Maryland
                                                            real estate
                                                            investment trust,
                                                            its general partner*


                                        RADNOR PROPERTIES-200 RC HOLDINGS, L.P.,
                                        a Delaware limited partnership

                                        By: Brandywine Radnor 200 Holdings LLC,
                                            a Delaware limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                                                              45


                                        RADNOR PROPERTIES-201 KOP, L.P., a
                                        Delaware limited partnership

                                        By: Radnor GP-201 KOP, L.L.C., a
                                            Delaware limited liability company,
                                            its general partner

                                            By: Radnor Properties Associates-II,
                                                L.P., a Delaware limited
                                                partnership, managing member

                                                By: Radnor GP, L.L.C., a
                                                    Delaware limited liability
                                                    company, its general partner

                                                    By: Brandywine Midatlantic
                                                        LP, a Delaware limited
                                                        partnership, its
                                                        managing member

                                                        By: Brandywine
                                                            Midatlantic LLC, a
                                                            Delaware limited
                                                            liability company,
                                                            its general partner

                                                        By: Brandywine Operating
                                                            Partnership, L.P., a
                                                            Delaware limited
                                                            partnership, its
                                                            sole member

                                                        By: Brandywine Realty
                                                            Trust, a Maryland
                                                            real estate
                                                            investment*


                                                                              46


                                        RADNOR PROPERTIES-555 LA, L.P., a
                                        Delaware limited partnership

                                        By: Radnor GP-555 LA, L.L.C., a Delaware
                                            limited liability company, its
                                            general partner

                                            By: Radnor Properties Associates-II,
                                                L.P., a Delaware limited
                                                partnership, managing member

                                                By: Radnor GP, L.L.C., a
                                                    Delaware limited liability
                                                    company, its general partner

                                                    By: Brandywine Midatlantic
                                                        LP, a Delaware limited
                                                        partnership, its
                                                        managing member

                                                        By: Brandywine
                                                            Midatlantic LLC, a
                                                            Delaware limited
                                                            liability company,
                                                            its general partner

                                                        By: Brandywine Operating
                                                            Partnership, L.P., a
                                                            Delaware limited
                                                            partnership, its
                                                            sole member

                                                        By: Brandywine Realty
                                                            Trust, a Maryland
                                                            real estate
                                                            investment trust,
                                                            its general partner*


                                                                              47


                                        WITMER OPERATING PARTNERSHIP I, L.P.

                                        By: Brandywine Witmer, L.L.C., a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        100 ARRANDALE ASSOCIATES, L.P.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        111 ARRANDALE ASSOCIATES, L.P.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        440 CREAMERY WAY ASSOCIATES, L.P.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        442 CREAMERY WAY ASSOCIATES, L.P.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                                                              48


                                        481 JOHN YOUNG WAY ASSOCIATES, L.P.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        INTERSTATE CENTER ASSOCIATES

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, one of its general
                                            partners

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*

                                        By: Brandywine Interstate 50, L.L.C., a
                                            Delaware limited liability company,
                                            one of its general partners

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                                                              49


                                        IR NORTHLIGHT II ASSOCIATES

                                        By: AAPOP 2, L.P., a Delaware limited
                                            partnership, one of its general
                                            partners

                                            By: Witmer Operating Partnership I,
                                                L.P., a Delaware limited
                                                partnership, one of its general
                                                partners

                                                By: Brandywine Witmer, L.L.C., a
                                                    Pennsylvania limited
                                                    liability company, its
                                                    general partner

                                                    By: Brandywine Operating
                                                        Partnership, L.P., a
                                                        Delaware limited
                                                        partnership, its sole
                                                        member

                                                        By: Brandywine Realty
                                                            Trust, a Maryland
                                                            real estate
                                                            investment trust,
                                                            its general partner*

                                            By: Brandywine Witmer, L.L.C., a
                                                Pennsylvania limited liability
                                                company, one of its general
                                                partners

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, one of its general
                                            partners

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                                                              50


                                        PLYMOUTH TFC GENERAL PARTNERSHIP

                                        By: Brandywine P.M., L.P., a
                                            Pennsylvania Limited Partnership,
                                            its general partner

                                            By: Brandywine P.M., L.L.C., a
                                                Pennsylvania limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*

                                        By: Witmer Operating Partnership I,
                                            L.P., a Delaware limited
                                            partnership, one of its general
                                            partners

                                            By: Brandywine Witmer, L.L.C., a
                                                Pennsylvania limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                        BTRS, INC.*

                                        SOUTHPOINT LAND HOLDINGS, INC.*

                                        VALLEYBROOKE LAND HOLDINGS, INC.*

                                        BRANDYWINE AMBASSADOR, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                                                              51


                                        BRANDYWINE BYBERRY LLC, a Delaware
                                        limited liability company

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE CHARLOTTESVILLE LLC

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE CHRISTINA LLC

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE CIRA, LLC

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE DABNEY, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                                                              52


                                        BRANDYWINE DOMINION, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE F.C., L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE GRANDE B, LLC

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE GREENTREE V, LLC

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE INTERSTATE 50, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                                                              53


                                        BRANDYWINE-MAIN STREET, LLC

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE METROPLEX LLC

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE MIDATLANTIC LLC, a Delaware
                                        limited liability company

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE ONE LOGAN LLC, a Pennsylvania
                                        limited liability company

                                        By: Brandywine Midatlantic LP, a
                                            Delaware limited partnership, its
                                            sole member

                                            By: Brandywine Midatlantic LLC, a
                                                Delaware limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                                                              54


                                        BRANDYWINE ONE RODNEY SQUARE LLC, a
                                        Delaware limited liability company

                                        By: Brandywine Midatlantic LP, a
                                            Delaware limited partnership, its
                                            sole member

                                            By: Brandywine Midatlantic LLC, a
                                                Delaware limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                        BRANDYWINE P.M., L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE PIAZZA, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE PLAZA 1000, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                                                              55


                                        BRANDYWINE PROMENADE, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE RADNOR CENTER LLC, a
                                        Pennsylvania limited liability company

                                        By: Brandywine Midatlantic LP, a
                                            Delaware limited partnership, its
                                            general partner

                                            By: Brandywine Midatlantic LLC, a
                                                Delaware limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                        BRANDYWINE RADNOR 200 HOLDINGS LLC, a
                                        Delaware limited liability company

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE TB FLORIG, LLC

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                                                              56


                                        BRANDYWINE TB INN, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE TB I, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE TB II, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE TB V, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE TB VI, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                                                              57


                                        BRANDYWINE TB VIII, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE TRENTON URBAN RENEWAL, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE WITMER, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                                                              58


                                        BRANDYWINE 300 DELAWARE LLC, a Delaware
                                        limited liability company

                                        By: Brandywine Midatlantic LP, a
                                            Delaware limited partnership, its
                                            sole member

                                            By: Brandywine Midatlantic LLC, a
                                                Delaware limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                        CHRISTIANA CENTER OPERATING COMPANY III
                                        LLC

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        E-TENANTS LLC

                                        By: e-Tenants.com Holding, L.P., a
                                            Pennsylvania limited partnership,
                                            its sole member

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its general
                                                partner

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                                                              59


                                        RADNOR GP, L.L.C., a Delaware limited
                                        liability company

                                        By: Brandywine Midatlantic LP, a
                                            Delaware limited partnership, its
                                            sole member

                                            By: Brandywine Midatlantic LLC, a
                                                Delaware limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                        RADNOR GP-SDC, L.L.C., a Delaware
                                        limited liability company

                                        By: Radnor Properties Associates-II,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Radnor GP, L.L.C., a Delaware
                                                limited liability company, its
                                                general partner

                                                By: Brandywine Midatlantic LP, a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Midatlantic
                                                        LLC, a Delaware limited
                                                        liability company, its
                                                        general partner

                                                        By: Brandywine Operating
                                                            Partnership, L.P., a
                                                            Delaware limited
                                                            partnership, its
                                                            sole member

                                                        By: Brandywine Realty
                                                            Trust, a Maryland
                                                            real estate
                                                            investment trust,
                                                            its general partner*


                                                                              60


                                        RADNOR GP-200 RC, L.L.C., a Delaware
                                        limited liability company

                                        By: Radnor Properties-200 RC Holdings,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Radnor 200 Holdings
                                                LLC, a Delaware limited
                                                liability company, its general
                                                partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                                                              61


                                        RADNOR GP-201 KOP, L.L.C., a Delaware
                                        limited liability company

                                        By: Radnor Properties Associates-II,
                                            L.P., a Delaware limited
                                            partnership, managing member

                                            By: Radnor GP, L.L.C., a Delaware
                                                limited liability company, its
                                                general partner

                                                By: Brandywine Midatlantic LP,
                                                    a Delaware limited
                                                    partnership, its managing
                                                    member

                                                    By: Brandywine Midatlantic
                                                        LLC, a Delaware limited
                                                        liability company, its
                                                        general partner

                                                        By: Brandywine Operating
                                                            Partnership, L.P., a
                                                            Delaware limited
                                                            partnership, its
                                                            sole member

                                                        By: Brandywine Realty
                                                            Trust, a Maryland
                                                            real estate
                                                            investment trust,
                                                            its general partner*


                                                                              62


                                RADNOR GP-555 LA, L.L.C., a Delaware
                                limited liability company

                                By: Radnor Properties Associates-II,
                                    L.P., a Delaware limited
                                    partnership, managing member

                                    By: Radnor GP, L.L.C., a Delaware
                                        limited liability company, its
                                        general partner

                                        By: Brandywine Midatlantic LP, a
                                            Delaware limited
                                            partnership, its managing
                                            member

                                            By: Brandywine Midatlantic
                                                LLC, a Delaware limited
                                                liability company, its
                                                general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its
                                                    sole member

                                                By: Brandywine Realty
                                                    Trust, a Maryland
                                                    real estate
                                                    investment trust,
                                                    its general partner*


                                  * By: /s/ Gerard H. Sweeney
                                        ----------------------------------------
                                    Name: Gerard H. Sweeney
                                    Title: President and Chief Executive Officer


                                                                              63


J.P. MORGAN SECURITIES INC.

By: /s/ Maria Sramek
    -----------------------------
Name: Maria Sramek
Title: Vice Persident


BANC OF AMERICA SECURITIES LLC

By: /s/ Peter J. Carbone
    ------------------------------
Name: /s/ Peter J. Carbone
Title: Vice President

On behalf of themselves and each of the other several Underwriters



                                                                         ANNEX I

                                PRICING AGREEMENT

                                                               December __, 2005

J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
As Representatives of the several
Underwriters named in Schedule I hereto
Ladies and Gentlemen:

            Brandywine Operating Partnership, L.P., a Delaware limited
partnership (the "Operating Partnership"), proposes, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated December 15,
2005 (the "Underwriting Agreement"), among the Operating Partnership, Brandywine
Realty Trust, a Maryland real estate investment trust and sole general partner
and a limited partner of the Operating Partnership (the "Parent Guarantor"),
each of the subsidiaries of the Operating Partnership parties thereto (the
"Subsidiary Guarantors"; and, together with the Parent Guarantor, the
"Guarantors") and you to issue and sell to the Underwriters named in Schedule I
hereto (the "Underwriters") the Securities specified in Schedule II hereto (the
"Designated Securities"). Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein, and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Preliminary Prospectus and the Prospectus in Section 2 of the Underwriting
Agreement shall be deemed to be a representation or warranty as of the date of
the Underwriting Agreement in relation to the Preliminary Prospectus and the
Prospectus, and also a representation and warranty as of the date of this
Pricing Agreement in relation to the Preliminary Prospectus and the Prospectus
relating to the Designated Securities which are the subject of this Pricing
Agreement. Each reference to the Representatives herein and in the provisions of
the Underwriting Agreement so incorporated by reference shall be deemed to refer
to you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Underwriters of the Designated Securities pursuant to
Section 13 of the Underwriting Agreement and the addresses of the
Representatives referred to in such Section 13 are set forth in Schedule II
hereto.

            An amendment to the Registration Statement, or a prospectus
supplement to the Prospectus, as the case may be, relating to the Designated
Securities, in the form heretofore delivered to you is now proposed to be filed
with the Commission.

            Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Operating
Partnership and the Guarantors agree to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Operating Partnership and the Guarantors, at the time and
place



and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.

            If the foregoing is in accordance with your understanding, please
sign and return to us ____ counterparts hereof, and upon acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between each of the
Underwriters and the Operating Partnership and the Guarantors.

                                        Very truly yours,

                                        BRANDYWINE OPERATING PARTNERSHIP, L.P.

                                        By: Brandywine Realty Trust, its General
                                            Partner

                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BRANDYWINE REALTY TRUST

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        AAPOP 2, L.P.

                                        By: Witmer Operating Partnership I,
                                            L.P., a Delaware limited
                                            partnership, one of its general
                                            partners

                                            By: Brandywine Witmer, L.L.C., a
                                                Pennsylvania limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P.,
                                                    a Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                      I-2


                                        By: Brandywine Witmer, L.L.C., a
                                            Pennsylvania limited liability
                                            company, one of its general partners

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        BRANDYWINE AMBASSADOR, L.P.

                                        By: Brandywine Ambassador, L.L.C., a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        BRANDYWINE BYBERRY LP, a Delaware
                                        limited partnership

                                        By: Brandywine Byberry LLC, a Delaware
                                            limited liability company, its
                                            general partner

                                            By: Brandywine Operating
                                                Partnership, a Delaware limited
                                                partnership, its sole member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                      I-3


                                        BRANDYWINE CENTRAL L.P.

                                        By: Brandywine F.C., L.P., a
                                            Pennsylvania limited partnership,
                                            its general partner

                                            By: Brandywine F.C., L.L.C., a
                                                Pennsylvania limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                        BRANDYWINE CIRA, L.P.

                                        By: Brandywine Cira, LLC, a Pennsylvania
                                            limited liability company, its
                                            general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        BRANDYWINE F.C., L.P.

                                        By: Brandywine F.C., L.L.C., a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                      I-4


                                        BRANDYWINE GRANDE B, L.P.

                                        By: Brandywine Grande B, L.L.C., a
                                            Delaware limited liability company,
                                            its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        BRANDYWINE METROPLEX, L.P.

                                        By: Brandywine Metroplex, LLC, a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        BRANDYWINE MIDATLANTIC LP, a Delaware
                                        limited partnership

                                        By: Brandywine Midatlantic LLC, a
                                            Delaware limited liability company,
                                            its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                      I-5


                                        BRANDYWINE P.M., L.P.

                                        By: Brandywine P.M., L.L.C., a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        BRANDYWINE TB FLORIG, L.P.

                                        By: Brandywine TB Florig, LLC, a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        BRANDYWINE TB INN, L.P.

                                        By: Brandywine TB Inn, L.L.C., a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                      I-6


                                        BRANDYWINE TB I, L.P.

                                        By: Brandywine TB I, L.L.C., a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        BRANDYWINE TB II, L.P.

                                        By: Brandywine TB II, L.L.C., a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        BRANDYWINE TB V, L.P.

                                        By: Brandywine TB V, L.L.C., a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                      I-7


                                        BRANDYWINE TB VI, L.P.

                                        By: Brandywine TB VI, L.L.C., a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        BRANDYWINE TB VIII, L.P.

                                        By: Brandywine TB VIII, L.L.C., a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        C/N IRON RUN LIMITED PARTNERSHIP III

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        C/N LEEDOM LIMITED PARTNERSHIP II

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                      I-8


                                        C/N OAKLANDS LIMITED PARTNERSHIP I

                                        By: Witmer Operating Partnership I,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Witmer, L.L.C., a
                                                Pennsylvania limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                        C/N OAKLANDS LIMITED PARTNERSHIP III

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        E-TENANTS.COM HOLDING, L.P.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                      I-9


                                        FIFTEEN HORSHAM, L.P.

                                        By: Witmer Operating Partnership I,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Witmer, L.L.C., a
                                                Pennsylvania limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                        IRON RUN LIMITED PARTNERSHIP V

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        LC/N HORSHAM LIMITED PARTNERSHIP

                                        By: Witmer Operating Partnership I,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Witmer, L.L.C., a
                                                Pennsylvania limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                      I-10


                                        LC/N KEITH VALLEY LIMITED PARTNERSHIP I

                                        By: Witmer Operating Partnership I,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Witmer, L.L.C., a
                                                Pennsylvania limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                        NEWTECH IV LIMITED PARTNERSHIP

                                        By: Witmer Operating Partnership I,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Witmer, L.L.C., a
                                                Pennsylvania limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                      I-11


                                        NICHOLS LANSDALE LIMITED PARTNERSHIP III

                                        By: Witmer Operating Partnership I,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Witmer, L.L.C., a
                                                Pennsylvania limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                        OLS OFFICE PARTNERS, L.P., a Delaware
                                        limited partnership

                                        By: Brandywine One Logan LLC, a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Midatlantic LP, a
                                                Delaware limited partnership,
                                                its managing member

                                                By: Brandywine Midatlantic LLC,
                                                    a Delaware limited liability
                                                    company, its general partner

                                                    By: Brandywine Operating
                                                        Partnership, L.P., a
                                                        Delaware limited
                                                        partnership, its sole
                                                        member

                                                        By: Brandywine Realty
                                                        Trust, a Maryland real
                                                        estate investment trust,
                                                        its general partner*


                                      I-12


                                        RADNOR CENTER ASSOCIATES, a Pennsylvania
                                        limited partnership

                                        By: Brandywine Radnor Center LLC, a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Midatlantic LP, a
                                                Delaware limited partnership,
                                                its managing member

                                                By: Brandywine Midatlantic LLC,
                                                    a Delaware limited liability
                                                    company, its general partner

                                                    By: Brandywine Operating
                                                        Partnership, L.P., a
                                                        Delaware limited
                                                        partnership, its sole
                                                        member

                                                        By: Brandywine Realty
                                                            Trust, a Maryland
                                                            real estate
                                                            investment trust,
                                                            its general partner*


                                        RADNOR PROPERTIES ASSOCIATES-II, L.P., a
                                        Delaware limited partnership

                                        By: Radnor GP, L.L.C., a Delaware
                                            limited liability company, its
                                            general partner

                                            By: Brandywine Midatlantic LP, a
                                                Delaware limited partnership,
                                                its managing member

                                                By: Brandywine Midatlantic LLC,
                                                    a Delaware limited liability
                                                    company, its general partner

                                                    By: Brandywine Operating
                                                        Partnership, L.P., a
                                                        Delaware limited
                                                        partnership, its sole
                                                        member

                                                        By: Brandywine Realty
                                                            Trust, a Maryland
                                                            real estate
                                                            investment trust,
                                                            its general partner*


                                      I-13


                                        RADNOR PROPERTIES-SDC, L.P., a Delaware
                                        limited partnership

                                        By: Radnor GP-SDC, L.L.C., a Delaware
                                            limited liability company, its
                                            general partner

                                            By: Radnor Properties Associates-II,
                                                L.P., a Delaware limited
                                                partnership, managing member

                                                By: Radnor GP, L.L.C., a
                                                    Delaware limited liability
                                                    company, its general partner

                                                    By: Brandywine Midatlantic
                                                        LP, a Delaware limited
                                                        partnership, its
                                                        managing member

                                                        By: Brandywine
                                                            Midatlantic LLC,
                                                            a Delaware limited
                                                            liability company,
                                                            its general partner

                                                        By: Brandywine Operating
                                                            Partnership, L.P., a
                                                            Delaware limited
                                                            partnership, its
                                                            sole member

                                                        By: Brandywine Realty
                                                            Trust, a Maryland
                                                            real estate
                                                            investment trust,
                                                            its general partner*


                                      I-14


                                        RADNOR PROPERTIES-200 RC, L.P., a
                                        Delaware limited partnership

                                        By: Radnor GP-200 RC, L.L.C., a Delaware
                                            limited liability company, its
                                            general partner

                                            By: Radnor Properties-200 RC
                                                Holdings, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Radnor 200
                                                    Holdings LLC, a Delaware
                                                    limited liability company,
                                                    its general partner

                                                    By: Brandywine Operating
                                                        Partnership, L.P., a
                                                        Delaware limited
                                                        partnership, its sole
                                                        member

                                                        By: Brandywine Realty
                                                            Trust, a Maryland
                                                            real estate
                                                            investment trust,
                                                            its general partner*


                                        RADNOR PROPERTIES-200 RC HOLDINGS, L.P.,
                                        a Delaware limited partnership

                                        By: Brandywine Radnor 200 Holdings LLC,
                                            a Delaware limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                      I-15


                                        RADNOR PROPERTIES-201 KOP, L.P., a
                                        Delaware limited partnership

                                        By: Radnor GP-201 KOP, L.L.C., a
                                            Delaware limited liability company,
                                            its general partner

                                            By: Radnor Properties Associates-II,
                                                L.P., a Delaware limited
                                                partnership, managing member

                                                By: Radnor GP, L.L.C., a
                                                    Delaware limited liability
                                                    company, its general partner

                                                    By: Brandywine Midatlantic
                                                        LP, a Delaware limited
                                                        partnership, its
                                                        managing member

                                                        By: Brandywine
                                                            Midatlantic LLC, a
                                                            Delaware limited
                                                            liability company,
                                                            its general partner

                                                        By: Brandywine Operating
                                                            Partnership, L.P., a
                                                            Delaware limited
                                                            partnership, its
                                                            sole member

                                                        By: Brandywine Realty
                                                            Trust, a Maryland
                                                            real estate
                                                            investment*


                                      I-16


                                        RADNOR PROPERTIES-555 LA, L.P., a
                                        Delaware limited partnership

                                        By: Radnor GP-555 LA, L.L.C., a Delaware
                                            limited liability company, its
                                            general partner

                                            By: Radnor Properties Associates-II,
                                                L.P., a Delaware limited
                                                partnership, managing member

                                                By: Radnor GP, L.L.C., a
                                                    Delaware limited liability
                                                    company, its general partner

                                                    By: Brandywine Midatlantic
                                                        LP, a Delaware limited
                                                        partnership, its
                                                        managing member

                                                        By: Brandywine
                                                            Midatlantic LLC, a
                                                            Delaware limited
                                                            liability company,
                                                            its general partner

                                                        By: Brandywine Operating
                                                            Partnership, L.P., a
                                                            Delaware limited
                                                            partnership, its
                                                            sole member

                                                        By: Brandywine Realty
                                                            Trust, a Maryland
                                                            real estate
                                                            investment trust,
                                                            its general partner*


                                      I-17


                                        WITMER OPERATING PARTNERSHIP I, L.P.

                                        By: Brandywine Witmer, L.L.C., a
                                            Pennsylvania limited liability
                                            company, its general partner

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                        100 ARRANDALE ASSOCIATES, L.P.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        111 ARRANDALE ASSOCIATES, L.P.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        440 CREAMERY WAY ASSOCIATES, L.P.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        442 CREAMERY WAY ASSOCIATES, L.P.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                      I-18


                                        481 JOHN YOUNG WAY ASSOCIATES, L.P.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its general partner

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        INTERSTATE CENTER ASSOCIATES

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, one of its general
                                            partners

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*

                                        By: Brandywine Interstate 50, L.L.C., a
                                            Delaware limited liability company,
                                            one of its general partners

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                      I-19


                                        IR NORTHLIGHT II ASSOCIATES

                                        By: AAPOP 2, L.P., a Delaware limited
                                            partnership, one of its general
                                            partners

                                            By: Witmer Operating Partnership I,
                                                L.P., a Delaware limited
                                                partnership, one of its general
                                                partners

                                                By: Brandywine Witmer, L.L.C., a
                                                    Pennsylvania limited
                                                    liability company, its
                                                    general partner

                                                    By: Brandywine Operating
                                                        Partnership, L.P., a
                                                        Delaware limited
                                                        partnership, its sole
                                                        member

                                                        By: Brandywine Realty
                                                            Trust, a Maryland
                                                            real estate
                                                            investment trust,
                                                            its general partner*

                                            By: Brandywine Witmer, L.L.C., a
                                                Pennsylvania limited liability
                                                company, one of its general
                                                partners

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, one of its general
                                            partners

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                      I-20


                                        PLYMOUTH TFC GENERAL PARTNERSHIP

                                        By: Brandywine P.M., L.P., a
                                            Pennsylvania Limited Partnership,
                                            its general partner

                                            By: Brandywine P.M., L.L.C., a
                                                Pennsylvania limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*

                                        By: Witmer Operating Partnership I,
                                            L.P., a Delaware limited
                                            partnership, one of its general
                                            partners

                                            By: Brandywine Witmer, L.L.C., a
                                                Pennsylvania limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                        BTRS, INC.*

                                        SOUTHPOINT LAND HOLDINGS, INC.*

                                        VALLEYBROOKE LAND HOLDINGS, INC.*

                                        BRANDYWINE AMBASSADOR, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                      I-21


                                        BRANDYWINE BYBERRY LLC, a Delaware
                                        limited liability company

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE CHARLOTTESVILLE LLC

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE CHRISTINA LLC

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE CIRA, LLC

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE DABNEY, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                      I-22


                                        BRANDYWINE DOMINION, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE F.C., L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE GRANDE B, LLC

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE GREENTREE V, LLC

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE INTERSTATE 50, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                      I-23


                                        BRANDYWINE-MAIN STREET, LLC

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE METROPLEX LLC

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE MIDATLANTIC LLC, a Delaware
                                        limited liability company

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE ONE LOGAN LLC, a Pennsylvania
                                        limited liability company

                                        By: Brandywine Midatlantic LP, a
                                            Delaware limited partnership, its
                                            sole member

                                            By: Brandywine Midatlantic LLC, a
                                                Delaware limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                      I-24


                                        BRANDYWINE ONE RODNEY SQUARE LLC, a
                                        Delaware limited liability company

                                        By: Brandywine Midatlantic LP, a
                                            Delaware limited partnership, its
                                            sole member

                                            By: Brandywine Midatlantic LLC, a
                                                Delaware limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                        BRANDYWINE P.M., L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE PIAZZA, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE PLAZA 1000, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                      I-25


                                        BRANDYWINE PROMENADE, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE RADNOR CENTER LLC, a
                                        Pennsylvania limited liability company

                                        By: Brandywine Midatlantic LP, a
                                            Delaware limited partnership, its
                                            general partner

                                            By: Brandywine Midatlantic LLC, a
                                                Delaware limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                        BRANDYWINE RADNOR 200 HOLDINGS LLC, a
                                        Delaware limited liability company

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE TB FLORIG, LLC

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                      I-26


                                        BRANDYWINE TB INN, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE TB I, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE TB II, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE TB V, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE TB VI, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                      I-27


                                        BRANDYWINE TB VIII, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE TRENTON URBAN RENEWAL, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        BRANDYWINE WITMER, L.L.C.

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                      I-28


                                        BRANDYWINE 300 DELAWARE LLC, a Delaware
                                        limited liability company

                                        By: Brandywine Midatlantic LP, a
                                            Delaware limited partnership, its
                                            sole member

                                            By: Brandywine Midatlantic LLC, a
                                                Delaware limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                        CHRISTIANA CENTER OPERATING COMPANY III
                                        LLC

                                        By: Brandywine Operating Partnership,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Realty Trust, a
                                                Maryland real estate investment
                                                trust, its general partner*


                                        E-TENANTS LLC

                                        By: e-Tenants.com Holding, L.P., a
                                            Pennsylvania limited partnership,
                                            its sole member

                                            By: Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its general
                                                partner

                                                By: Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                      I-29


                                        RADNOR GP, L.L.C., a Delaware limited
                                        liability company

                                        By: Brandywine Midatlantic LP, a
                                            Delaware limited partnership, its
                                            sole member

                                            By: Brandywine Midatlantic LLC, a
                                                Delaware limited liability
                                                company, its general partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                        RADNOR GP-SDC, L.L.C., a Delaware
                                        limited liability company

                                        By: Radnor Properties Associates-II,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Radnor GP, L.L.C., a Delaware
                                                limited liability company, its
                                                general partner

                                                By: Brandywine Midatlantic LP, a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Midatlantic
                                                        LLC, a Delaware limited
                                                        liability company, its
                                                        general partner

                                                        By: Brandywine Operating
                                                            Partnership, L.P., a
                                                            Delaware limited
                                                            partnership, its
                                                            sole member

                                                        By: Brandywine Realty
                                                            Trust, a Maryland
                                                            real estate
                                                            investment trust,
                                                            its general partner*


                                      I-30


                                        RADNOR GP-200 RC, L.L.C., a Delaware
                                        limited liability company

                                        By: Radnor Properties-200 RC Holdings,
                                            L.P., a Delaware limited
                                            partnership, its sole member

                                            By: Brandywine Radnor 200 Holdings
                                                LLC, a Delaware limited
                                                liability company, its general
                                                partner

                                                By: Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole member

                                                    By: Brandywine Realty Trust,
                                                        a Maryland real estate
                                                        investment trust, its
                                                        general partner*


                                      I-31


                                        RADNOR GP-201 KOP, L.L.C., a Delaware
                                        limited liability company

                                        By: Radnor Properties Associates-II,
                                            L.P., a Delaware limited
                                            partnership, managing member

                                            By: Radnor GP, L.L.C., a Delaware
                                                limited liability company, its
                                                general partner

                                                By: Brandywine Midatlantic LP,
                                                    a Delaware limited
                                                    partnership, its managing
                                                    member

                                                    By: Brandywine Midatlantic
                                                        LLC, a Delaware limited
                                                        liability company, its
                                                        general partner

                                                        By: Brandywine Operating
                                                            Partnership, L.P., a
                                                            Delaware limited
                                                            partnership, its
                                                            sole member

                                                        By: Brandywine Realty
                                                            Trust, a Maryland
                                                            real estate
                                                            investment trust,
                                                            its general partner*


                                      I-32


                                        RADNOR GP-555 LA, L.L.C., a Delaware
                                        limited liability company

                                        By: Radnor Properties Associates-II,
                                            L.P., a Delaware limited
                                            partnership, managing member

                                            By: Radnor GP, L.L.C., a Delaware
                                                limited liability company, its
                                                general partner

                                                By: Brandywine Midatlantic LP, a
                                                    Delaware limited
                                                    partnership, its managing
                                                    member

                                                    By: Brandywine Midatlantic
                                                        LLC, a Delaware limited
                                                        liability company, its
                                                        general partner

                                                        By: Brandywine Operating
                                                            Partnership, L.P., a
                                                            Delaware limited
                                                            partnership, its
                                                            sole member

                                                        By: Brandywine Realty
                                                            Trust, a Maryland
                                                            real estate
                                                            investment trust,
                                                            its general partner*


                                          * By: ________________________________
                                            Name:
                                            Title:


                                      I-33


[NAME OF REPRESENTATIVES]

By: ________________________________
Name:
Title:


[NAME OF REPRESENTATIVES]

By: ________________________________
Name:
Title:

On behalf of themselves and each of the other several Underwriters


                                      I-34


                                   SCHEDULE I

                                                            Principal Amount
                                                        of Designated Securities
      Underwriter                                           to be Purchased
      -----------                                           ---------------

      [Insert Names of Underwriters]                           $
                                                                =========
      Total                                                    $
                                                                =========


                                      I-35


                                   SCHEDULE II

TITLE OF DESIGNATED SECURITIES:

      ______% Notes due 20__

AGGREGATE PRINCIPAL AMOUNT:

      $-----------

PRICE TO PUBLIC:

      ____% of the principal amount of the Designated Securities, plus accrued
      interest, if any, from _____________, 20__

PURCHASE PRICE BY UNDERWRITERS:

      ___% of the principal amount of the Designated Securities, plus accrued
      interest, if any, from _____________, 20__

FORM OF DESIGNATED SECURITIES:

      Book-entry only form represented by one or more global securities
      deposited with The Depository Trust Company ("DTC") or its designated
      custodian, to be made available for checking by the Representatives at
      least twenty-four hours prior to the Time of Delivery at the office of
      DTC.

SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:

      Federal or other same day funds

TIME OF DELIVERY:

      9:30 a.m. (New York City time), ___________ __, 20__

INDENTURE:

      Indenture, dated as of October 22, 2004, as supplemented by the First
      Supplemental Indenture, dated as of May 25, 2005 (the "Indenture"), among
      the Operating Partnership, the Guarantors and The Bank of New York, as
      Trustee

MATURITY:

      ___________ __, 20__


                                      I-36


INTEREST RATE:

      ___% per annum

INTEREST PAYMENT DATES:

      ___________ __ and ___________ __, beginning on ___________ __, 20__

REDEMPTION PROVISIONS:

      [Insert as appropriate.]

SINKING FUND PROVISIONS:

      [Insert as appropriate.]

CONVERTIBILITY OR EXCHANGEABILITY PROVISIONS:

      [Insert as appropriate.]

DEFEASANCE PROVISIONS:

      As set forth in the Indenture.

GUARANTORS:

      Brandywine Realty Trust and the Subsidiary Guarantors named in the
      signature pages of this Pricing Agreement.

OTHER TERMS AND CONDITIONS:

      [Insert as appropriate.]

CLEAR MARKET PERIOD (Section 5(d) of the Underwriting Agreement):

      From date hereof through ________, 200_.

CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:

      [Insert address of counsel to Underwriters]

NAMES AND ADDRESSES OF REPRESENTATIVES:

      Designated Representatives:

            [Insert names of Representatives]


                                      I-37


      Address for Notices, etc.:

            [Insert addresses of Representatives]

UNDERWRITERS COUNSEL:

      Simpson Thacher & Bartlett LLP

LIST OF FREE WRITING PROSPECTUSES
      (Section 2(e) of the Underwriting Agreement):

[Term sheet substantially consistent with form of term sheet comprising Annex II
to the Underwriting Agreement]

INFORMATION FURNISHED TO OPERATING
   PARTNERSHIP IN WRITING BY THE
   UNDERWRITERS THROUGH THE
   REPRESENTATIVES EXPRESSLY FOR
   INCLUSION IN PROSPECTUS, TIME OF
   SALE INFORMATION OR OTHER
   DOCUMENTS (Sections 2 and 9 of the
   Underwriting Agreement):

    [As set forth in a letter delivered by the Representatives at the Time of
                                    Delivery]


                                      I-38


                                  SCHEDULE III

                            [Insert as appropriate.]


                                      I-39


                                   SCHEDULE IV

                            [Insert as appropriate.]


                                      I-40


                                                                        ANNEX II

                     BRANDYWINE OPERATING PARTNERSHIP, L.P.

                               PRICING TERM SHEET


                                         
Issuer:                                     Brandywine Operating Partnership, L.P.
Guarantors:                                 Brandywine Realty Trust and certain subsidiaries
Size:                                       $_________
Maturity:                                   _____________ __, 200_
Coupon:                                     ____%
Price:                                      ____% of principal amount
Yield to maturity:                          ____%
[Spread to Benchmark Treasury:              ____%]
[Benchmark Treasury:]                       _____]
[Benchmark Treasury [Price] and Yield:      ______   _____%]
Interest Payment Dates:                     ______ and _____, commencing _____, 2006
Redemption Provisions:
     [First call date:                      ________]
     [Make-whole call                       [At any time][Before the first call date] at
                                            a discount rate of Treasury plus __basis points]
     Redemption prices:                     Commencing _______: ___%
                                            Commencing _______: ___%
                                            Commencing _______: 100%
     [Redemption with proceeds of equity    Prior to ____, up to 35% may be redeemed at
     offering                               ___%]
Settlement:                                 T+_; _________ __, 200_
[CUSIP:                                     ]
[Ratings:                                   ]


Note: A securities rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the
SEC for the offering to which this communication relates. Before you invest, you
should read the prospectus in that registration statement and other documents
the issuer has filed with the SEC for more complete information about the issuer
and this offering. You may get these documents for free by visiting EDGAR on the
SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any
dealer participating in the offering will arrange to send you the prospectus if
you request it by calling ____________ or emailing ________________ at
Brandywine Realty Trust and _________________.

                                                                     Exhibit 1.2

                               PRICING AGREEMENT

                                                              December 15, 2005

J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
As Representatives of the several
Underwriters named in Schedule I hereto
Ladies and Gentlemen:

            Brandywine Operating Partnership, L.P., a Delaware limited
partnership (the "Operating Partnership"), proposes, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated December 15,
2005 (the "Underwriting Agreement"), among the Operating Partnership, Brandywine
Realty Trust, a Maryland real estate investment trust and sole general partner
and a limited partner of the Operating Partnership (the "Parent Guarantor"),
each of the subsidiaries of the Operating Partnership parties thereto (the
"Subsidiary Guarantors"; and, together with the Parent Guarantor, the
"Guarantors") and you to issue and sell to the Underwriters named in Schedule I
hereto (the "Underwriters") the Securities specified in Schedule II hereto (the
"Designated Securities"). Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein, and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Preliminary Prospectus and the Prospectus in Section 2 of the Underwriting
Agreement shall be deemed to be a representation or warranty as of the date of
the Underwriting Agreement in relation to the Preliminary Prospectus and the
Prospectus, and also a representation and warranty as of the date of this
Pricing Agreement in relation to the Preliminary Prospectus and the Prospectus
relating to the Designated Securities which are the subject of this Pricing
Agreement. Each reference to the Representatives herein and in the provisions of
the Underwriting Agreement so incorporated by reference shall be deemed to refer
to you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Underwriters of the Designated Securities pursuant to
Section 13 of the Underwriting Agreement and the addresses of the
Representatives referred to in such Section 13 are set forth in Schedule II
hereto.

            An amendment to the Registration Statement, or a prospectus
supplement to the Prospectus, as the case may be, relating to the Designated
Securities, in the form heretofore delivered to you is now proposed to be filed
with the Commission.

            Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Operating
Partnership and the Guarantors agree to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Operating Partnership and the Guarantors, at the time and
place



and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.

            If the foregoing is in accordance with your understanding, please
sign and return to us six counterparts hereof, and upon acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between each of the
Underwriters and the Operating Partnership and the Guarantors.

                          Very truly yours,


                          BRANDYWINE OPERATING PARTNERSHIP, L.P.

                          By: Brandywine Realty Trust, its General Partner

                          By: /s/ Gerard H. Sweeney
                             ------------------------------------------------
                          Name: Gerard H. Sweeney
                          Title: Presidet and Chief Executive Officer


                          BRANDYWINE REALTY TRUST

                          By: /s/ Gerard H. Sweeney
                             ------------------------------------------------
                          Name: Gerard H. Sweeney
                          Title: Presidet and Chief Executive Officer


                          AAPOP 2, L.P.

                          By:  Witmer Operating Partnership I, L.P., a
                               Delaware limited partnership, one of its
                               general partners

                               By:  Brandywine Witmer, L.L.C., a Pennsylvania
                                    limited liability company, its general
                                    partner

                                    By:   Brandywine Operating Partnership,
                                          L.P., a Delaware limited
                                          partnership, its sole member

                                          By:  Brandywine Realty Trust, a
                                               Maryland real estate
                                               investment trust, its general
                                               partner*


                                        2


                          By:  Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, one of its general
                               partners

                               By:  Brandywine Operating Partnership, L.P., a
                                    Delaware limited partnership, its sole
                                    member

                                    By:   Brandywine Realty Trust, a Maryland
                                          real estate investment trust, its
                                          general partner*


                          BRANDYWINE AMBASSADOR, L.P.

                          By:  Brandywine Ambassador, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:  Brandywine Operating Partnership, L.P., a
                                    Delaware limited partnership, its sole
                                    member

                                    By:   Brandywine Realty Trust, a Maryland
                                          real estate investment trust, its
                                          general partner*


                          BRANDYWINE BYBERRY LP, a Delaware limited partnership

                          By:  Brandywine Byberry LLC, a Delaware limited
                               liability company, its general partner

                               By:  Brandywine Operating Partnership, a
                                    Delaware limited partnership, its sole
                                    member

                                    By:   Brandywine Realty Trust, a Maryland
                                          real estate investment trust, its
                                          general partner*


                                        3


                          BRANDYWINE CENTRAL L.P.

                          By:  Brandywine F.C., L.P., a Pennsylvania limited
                               partnership, its general partner

                               By:  Brandywine F.C., L.L.C., a Pennsylvania
                                    limited liability company, its general
                                    partner

                                    By:   Brandywine Operating Partnership,
                                          L.P., a Delaware limited
                                          partnership, its sole member

                                          By:  Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*


                          BRANDYWINE CIRA, L.P.

                          By:  Brandywine Cira, LLC, a Pennsylvania limited
                               liability company, its general partner

                               By:  Brandywine Operating Partnership, L.P., a
                                    Delaware limited partnership, its sole
                                    member

                                    By:   Brandywine Realty Trust, a Maryland
                                          real estate investment trust, its
                                          general partner*


                          BRANDYWINE F.C., L.P.

                          By:  Brandywine F.C., L.L.C., a Pennsylvania limited
                               liability company, its general partner

                               By:  Brandywine Operating Partnership, L.P., a
                                    Delaware limited partnership, its sole
                                    member

                                    By:   Brandywine Realty Trust, a Maryland
                                          real estate investment trust, its
                                          general partner*


                                        4


                          BRANDYWINE GRANDE B, L.P.

                          By:  Brandywine Grande B, L.L.C., a Delaware limited
                               liability company, its general partner

                               By:  Brandywine Operating Partnership, L.P., a
                                    Delaware limited partnership, its sole
                                    member

                                    By:   Brandywine Realty Trust, a Maryland
                                          real estate investment trust, its
                                          general partner*


                          BRANDYWINE METROPLEX, L.P.

                          By:  Brandywine Metroplex, LLC, a Pennsylvania
                               limited liability company, its general partner

                               By:  Brandywine Operating Partnership, L.P., a
                                    Delaware limited partnership, its sole
                                    member

                                    By:   Brandywine Realty Trust, a Maryland
                                          real estate investment trust, its
                                          general partner*


                          BRANDYWINE MIDATLANTIC LP, a Delaware limited
                          partnership

                          By:  Brandywine Midatlantic LLC, a Delaware limited
                               liability company, its general partner

                               By:  Brandywine Operating Partnership, L.P., a
                                    Delaware limited partnership, its sole
                                    member

                                    By:   Brandywine Realty Trust, a Maryland
                                          real estate investment trust, its
                                          general partner*


                                        5


                          BRANDYWINE P.M., L.P.

                          By:  Brandywine P.M., L.L.C., a Pennsylvania limited
                               liability company, its general partner

                               By:  Brandywine Operating Partnership, L.P., a
                                    Delaware limited partnership, its sole
                                    member

                                    By:   Brandywine Realty Trust, a Maryland
                                          real estate investment trust, its
                                          general partner*


                          BRANDYWINE TB FLORIG, L.P.

                          By:  Brandywine TB Florig, LLC, a Pennsylvania
                               limited liability company, its general partner

                               By:  Brandywine Operating Partnership, L.P., a
                                    Delaware limited partnership, its sole
                                    member

                                    By:   Brandywine Realty Trust, a Maryland
                                          real estate investment trust, its
                                          general partner*


                          BRANDYWINE TB INN, L.P.

                          By:  Brandywine TB Inn, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:  Brandywine Operating Partnership, L.P., a
                                    Delaware limited partnership, its sole
                                    member

                                    By:   Brandywine Realty Trust, a Maryland
                                          real estate investment trust, its
                                          general partner*


                                        6


                          BRANDYWINE TB I, L.P.

                          By:  Brandywine TB I, L.L.C., a Pennsylvania limited
                               liability company, its general partner

                               By:  Brandywine Operating Partnership, L.P., a
                                    Delaware limited partnership, its sole
                                    member

                                    By:   Brandywine Realty Trust, a Maryland
                                          real estate investment trust, its
                                          general partner*


                          BRANDYWINE TB II, L.P.

                          By:  Brandywine TB II, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:  Brandywine Operating Partnership, L.P., a
                                    Delaware limited partnership, its sole
                                    member

                                    By:   Brandywine Realty Trust, a Maryland
                                          real estate investment trust, its
                                          general partner*


                          BRANDYWINE TB V, L.P.

                          By:  Brandywine TB V, L.L.C., a Pennsylvania limited
                               liability company, its general partner

                               By:  Brandywine Operating Partnership, L.P., a
                                    Delaware limited partnership, its sole
                                    member

                                    By:   Brandywine Realty Trust, a Maryland
                                          real estate investment trust, its
                                          general partner*


                                        7


                          BRANDYWINE TB VI, L.P.

                          By:  Brandywine TB VI, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:  Brandywine Operating Partnership, L.P., a
                                    Delaware limited partnership, its sole
                                    member

                                    By:   Brandywine Realty Trust, a Maryland
                                          real estate investment trust, its
                                          general partner*


                          BRANDYWINE TB VIII, L.P.

                          By:  Brandywine TB VIII, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:  Brandywine Operating Partnership, L.P., a
                                    Delaware limited partnership, its sole
                                    member

                                    By:   Brandywine Realty Trust, a Maryland
                                          real estate investment trust, its
                                          general partner*


                          C/N IRON RUN LIMITED PARTNERSHIP III

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its general
                               partner

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          C/N LEEDOM LIMITED PARTNERSHIP II

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its general
                               partner

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                                        8


                          C/N OAKLANDS LIMITED PARTNERSHIP I

                          By:  Witmer Operating Partnership I, L.P., a
                               Delaware limited partnership, its general
                               partner

                               By:  Brandywine Witmer, L.L.C., a Pennsylvania
                                    limited liability company, its general
                                    partner

                                    By:   Brandywine Operating Partnership,
                                          L.P., a Delaware limited
                                          partnership, its sole member

                                          By:  Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*


                          C/N OAKLANDS LIMITED PARTNERSHIP III

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its general
                               partner

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          E-TENANTS.COM HOLDING, L.P.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its general
                               partner

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                                        9


                          FIFTEEN HORSHAM, L.P.

                          By:  Witmer Operating Partnership I, L.P., a
                               Delaware limited partnership, its general
                               partner

                               By:  Brandywine Witmer, L.L.C., a Pennsylvania
                                    limited liability company, its general
                                    partner

                                    By:   Brandywine Operating Partnership,
                                          L.P., a Delaware limited
                                          partnership, its sole member

                                          By:  Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*


                          IRON RUN LIMITED PARTNERSHIP V

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its general
                               partner

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          LC/N HORSHAM LIMITED PARTNERSHIP

                          By:  Witmer Operating Partnership I, L.P., a
                               Delaware limited partnership, its general
                               partner

                               By:  Brandywine Witmer, L.L.C., a Pennsylvania
                                    limited liability company, its general
                                    partner

                                    By:   Brandywine Operating Partnership,
                                          L.P., a Delaware limited
                                          partnership, its sole member

                                          By:  Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*


                                       10


                          LC/N KEITH VALLEY LIMITED PARTNERSHIP I

                          By:  Witmer Operating Partnership I, L.P., a
                               Delaware limited partnership, its general
                               partner

                               By:  Brandywine Witmer, L.L.C., a Pennsylvania
                                    limited liability company, its general
                                    partner

                                    By:   Brandywine Operating Partnership,
                                          L.P., a Delaware limited
                                          partnership, its sole member

                                          By:  Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*


                          NEWTECH IV LIMITED PARTNERSHIP

                          By:  Witmer Operating Partnership I, L.P., a
                               Delaware limited partnership, its general
                               partner

                               By:  Brandywine Witmer, L.L.C., a Pennsylvania
                                    limited liability company,  its general
                                    partner

                                    By:   Brandywine Operating Partnership,
                                          L.P., a Delaware limited
                                          partnership, its sole member

                                          By:  Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*


                                       11


                          NICHOLS LANSDALE LIMITED PARTNERSHIP III

                          By:  Witmer Operating Partnership I, L.P., a
                               Delaware limited partnership, its general
                               partner

                               By:  Brandywine Witmer L.L.C., a Pennsylvania
                                    limited liability company, its general
                                    partner

                                    By:   Brandywine Operating Partnership,
                                          L.P., a Delaware limited
                                          partnership, its sole member

                                          By:  Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*


                          OLS OFFICE PARTNERS, L.P., a Delaware limited
                          partnership

                          By:  Brandywine One Logan LLC, a Pennsylvania
                          limited
                               liability company, its general partner

                               By:  Brandywine Midatlantic LP, a Delaware
                                    limited partnership, its managing member

                                    By:   Brandywine Midatlantic LLC, a
                                          Delaware limited liability company,
                                          its general partner

                                          By:  Brandywine Operating
                                               Partnership, L.P., a Delaware
                                               limited partnership, its sole
                                               member

                                               By:  Brandywine Realty
                                               Trust, a Maryland real estate
                                               investment trust, its general
                                               partner*


                                       12


                          RADNOR CENTER ASSOCIATES, a Pennsylvania limited
                          partnership

                          By:  Brandywine Radnor Center LLC, a Pennsylvania
                               limited liability company, its general partner

                               By:  Brandywine Midatlantic LP, a Delaware
                                    limited partnership, its managing member

                                    By:   Brandywine Midatlantic LLC, a
                                          Delaware limited liability company,
                                          its general partner

                                          By:  Brandywine Operating
                                               Partnership, L.P., a Delaware
                                               limited partnership, its sole
                                               member

                                               By:  Brandywine Realty
                                                    Trust, a Maryland real
                                                    estate investment trust,
                                                    its general partner*


                          RADNOR PROPERTIES ASSOCIATES-II, L.P., a Delaware
                          limited partnership

                          By:  Radnor GP, L.L.C., a Delaware limited liability
                               company, its general partner

                               By:  Brandywine Midatlantic LP, a Delaware
                                    limited partnership, its managing member

                                    By:   Brandywine Midatlantic LLC, a
                                          Delaware limited liability company,
                                          its general partner

                                          By:  Brandywine Operating
                                               Partnership, L.P., a Delaware
                                               limited partnership, its sole
                                               member

                                               By:  Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                       13


                          RADNOR PROPERTIES-SDC, L.P., a Delaware limited
                          partnership

                          By:  Radnor GP-SDC, L.L.C., a Delaware limited
                               liability company, its general partner

                               By:  Radnor Properties Associates-II, L.P., a
                                    Delaware limited partnership, managing
                                    member

                                    By:   Radnor GP, L.L.C., a Delaware
                                          limited liability company, its
                                          general partner

                                          By:  Brandywine Midatlantic LP, a
                                               Delaware limited partnership,
                                               its managing member

                                               By:  Brandywine Midatlantic
                                                    LLC, a Delaware limited
                                                    liability company, its
                                                    general partner

                                               By:  Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole
                                                    member

                                               By:  Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                       14


                          RADNOR PROPERTIES-200 RC, L.P., a Delaware limited
                          partnership

                          By:  Radnor GP-200 RC, L.L.C., a Delaware limited
                               liability company, its general partner

                               By:  Radnor Properties-200 RC Holdings, L.P.,
                                    a Delaware limited partnership, its sole
                                    member

                                    By:   Brandywine Radnor 200 Holdings LLC,
                                          a Delaware limited liability
                                          company, its general partner

                                          By:  Brandywine Operating
                                               Partnership, L.P., a Delaware
                                               limited partnership, its sole
                                               member

                                               By:  Brandywine Realty
                                                    Trust, a Maryland real
                                                    estate investment trust,
                                                    its general partner*


                          RADNOR PROPERTIES-200 RC HOLDINGS, L.P., a Delaware
                          limited partnership

                          By:  Brandywine Radnor 200 Holdings LLC, a Delaware
                               limited liability company, its general partner

                               By:  Brandywine Operating Partnership, L.P., a
                                    Delaware limited partnership, its sole
                                    member

                                    By:   Brandywine Realty Trust, a Maryland
                                          real estate investment trust, its
                                          general partner*


                                       15


                          RADNOR PROPERTIES-201 KOP, L.P., a Delaware limited
                          partnership

                          By:  Radnor GP-201 KOP, L.L.C., a Delaware limited
                               liability company, its general partner

                               By:  Radnor Properties Associates-II, L.P., a
                                    Delaware limited partnership, managing
                                    member

                                    By:   Radnor GP, L.L.C., a Delaware
                                          limited liability company, its
                                          general partner

                                          By:  Brandywine Midatlantic LP, a
                                               Delaware limited partnership,
                                               its managing member

                                               By:  Brandywine Midatlantic
                                                    LLC, a Delaware limited
                                                    liability company, its
                                                    general partner

                                               By:  Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole
                                                    member

                                               By:  Brandywine Realty
                                                    Trust, a Maryland real
                                                    estate investment*


                                       16


                          RADNOR PROPERTIES-555 LA, L.P., a Delaware limited
                          partnership

                          By:  Radnor GP-555 LA, L.L.C., a Delaware limited
                               liability company, its general partner

                               By:  Radnor Properties Associates-II, L.P., a
                                    Delaware limited partnership, managing
                                    member

                                    By:   Radnor GP, L.L.C., a Delaware
                                          limited liability company, its
                                          general partner

                                          By:  Brandywine Midatlantic LP, a
                                               Delaware limited partnership,
                                               its managing member

                                               By:  Brandywine Midatlantic
                                                    LLC, a Delaware limited
                                                    liability company, its
                                                    general partner

                                               By:  Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole
                                                    member

                                               By:  Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                       17


                          WITMER OPERATING PARTNERSHIP I, L.P.

                          By:  Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:  Brandywine Operating Partnership, L.P., a
                                    Delaware limited partnership, its sole
                                    member

                                    By:   Brandywine Realty Trust, a Maryland
                                          real estate investment trust, its
                                          general partner*


                          100 ARRANDALE ASSOCIATES, L.P.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its general
                               partner

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          111 ARRANDALE ASSOCIATES, L.P.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its general
                               partner

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          440 CREAMERY WAY ASSOCIATES, L.P.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its general
                               partner

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          442 CREAMERY WAY ASSOCIATES, L.P.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its general
                               partner

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                                       18


                          481 JOHN YOUNG WAY ASSOCIATES, L.P.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its general
                               partner

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          INTERSTATE CENTER ASSOCIATES

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, one of its
                               general partners

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*

                          By:  Brandywine Interstate 50, L.L.C., a Delaware
                               limited liability company, one of its general
                               partners

                               By:  Brandywine Operating Partnership, L.P., a
                                    Delaware limited partnership, its sole
                                    member

                                    By:   Brandywine Realty Trust, a Maryland
                                          real estate investment trust, its
                                          general partner*


                                       19


                          IR NORTHLIGHT II ASSOCIATES

                          By:  AAPOP 2, L.P., a Delaware limited partnership,
                               one of its general partners

                               By:  Witmer Operating Partnership I, L.P., a
                                    Delaware limited partnership, one of its
                                    general partners

                                    By:   Brandywine Witmer, L.L.C., a
                                          Pennsylvania limited liability
                                          company, its general partner

                                          By:  Brandywine Operating
                                               Partnership, L.P., a Delaware
                                               limited partnership, its sole
                                               member

                                               By:  Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*

                               By:  Brandywine Witmer, L.L.C., a Pennsylvania
                                    limited liability company, one of its
                                    general partners

                                    By:   Brandywine Operating Partnership,
                                          L.P., a Delaware limited
                                          partnership, its sole member

                                          By:  Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, one of its
                               general partners

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                                       20


                          PLYMOUTH TFC GENERAL PARTNERSHIP

                          By:  Brandywine P.M., L.P., a Pennsylvania Limited
                               Partnership, its general partner

                               By:  Brandywine P.M., L.L.C., a Pennsylvania
                                    limited liability company, its general
                                    partner

                                    By:   Brandywine Operating Partnership,
                                          L.P., a Delaware limited
                                          partnership, its sole member

                                          By:  Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*

                          By:  Witmer Operating Partnership I, L.P., a
                               Delaware limited partnership, one of its
                               general partners

                               By:  Brandywine Witmer, L.L.C., a Pennsylvania
                                    limited liability company, its general
                                    partner

                                    By:   Brandywine Operating Partnership,
                                          L.P., a Delaware limited
                                          partnership, its sole member

                                          By:  Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*


                          BTRS, INC.*

                          SOUTHPOINT LAND HOLDINGS, INC.*

                          VALLEYBROOKE LAND HOLDINGS, INC.*

                          BRANDYWINE AMBASSADOR, L.L.C.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                                       21


                          BRANDYWINE BYBERRY LLC, a Delaware limited liability
                          company

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          BRANDYWINE CHARLOTTESVILLE LLC

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          BRANDYWINE CHRISTINA LLC

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          BRANDYWINE CIRA, LLC

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          BRANDYWINE DABNEY, L.L.C.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                                       22


                          BRANDYWINE DOMINION, L.L.C.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          BRANDYWINE F.C., L.L.C.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          BRANDYWINE GRANDE B, LLC

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          BRANDYWINE GREENTREE V, LLC

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          BRANDYWINE INTERSTATE 50, L.L.C.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                                       23


                          BRANDYWINE-MAIN STREET, LLC

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          BRANDYWINE METROPLEX LLC

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          BRANDYWINE MIDATLANTIC LLC, a Delaware limited
                          liability company

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          BRANDYWINE ONE LOGAN LLC, a Pennsylvania limited
                          liability company

                          By:  Brandywine Midatlantic LP, a Delaware limited
                               partnership, its sole member

                               By:  Brandywine Midatlantic LLC, a Delaware
                                    limited liability company, its general
                                    partner

                                    By:   Brandywine Operating Partnership,
                                          L.P., a Delaware limited
                                          partnership, its sole member

                                          By:  Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*


                                       24


                          BRANDYWINE ONE RODNEY SQUARE LLC, a Delaware limited
                          liability company

                          By:  Brandywine Midatlantic LP, a Delaware limited
                               partnership, its sole member

                               By:  Brandywine Midatlantic LLC, a Delaware
                                    limited liability company, its general
                                    partner

                                    By:   Brandywine Operating Partnership,
                                          L.P., a Delaware limited
                                          partnership, its sole member

                                          By:  Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*


                          BRANDYWINE P.M., L.L.C.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          BRANDYWINE PIAZZA, L.L.C.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          BRANDYWINE PLAZA 1000, L.L.C.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                                       25


                          BRANDYWINE PROMENADE, L.L.C.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          BRANDYWINE RADNOR CENTER LLC, a Pennsylvania limited
                          liability company

                          By:  Brandywine Midatlantic LP, a Delaware limited
                               partnership, its general partner

                               By:  Brandywine Midatlantic LLC, a Delaware
                                    limited liability company, its general
                                    partner

                                    By:   Brandywine Operating Partnership,
                                          L.P., a Delaware limited
                                          partnership, its sole member

                                          By:  Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*


                          BRANDYWINE RADNOR 200 HOLDINGS LLC, a Delaware
                          limited liability company

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          BRANDYWINE TB FLORIG, LLC

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                                       26



                          BRANDYWINE TB INN, L.L.C.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          BRANDYWINE TB I, L.L.C.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          BRANDYWINE TB II, L.L.C.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          BRANDYWINE TB V, L.L.C.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          BRANDYWINE TB VI, L.L.C.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                                       27


                          BRANDYWINE TB VIII, L.L.C.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          BRANDYWINE TRENTON URBAN RENEWAL, L.L.C.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner


                          BRANDYWINE WITMER, L.L.C.

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                                       28


                          BRANDYWINE 300 DELAWARE LLC, a Delaware limited
                          liability company

                          By:  Brandywine Midatlantic LP, a Delaware limited
                               partnership, its sole member

                               By:  Brandywine Midatlantic LLC, a Delaware
                                    limited liability company, its general
                                    partner

                                    By:   Brandywine Operating Partnership,
                                          L.P., a Delaware limited
                                          partnership, its sole member

                                          By:  Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*


                          CHRISTIANA CENTER OPERATING COMPANY III LLC

                          By:  Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Realty Trust, a Maryland real
                                    estate investment trust, its general
                                    partner*


                          E-TENANTS LLC

                          By:  e-Tenants.com Holding, L.P., a Pennsylvania
                               limited partnership, its sole member

                               By:  Brandywine Operating Partnership, L.P., a
                                    Delaware limited partnership, its general
                                    partner

                                    By:   Brandywine Realty Trust, a Maryland
                                          real estate investment trust, its
                                          general partner*


                                       29


                          RADNOR GP, L.L.C., a Delaware limited
                          liability company

                          By:  Brandywine Midatlantic LP, a Delaware limited
                               partnership, its sole member

                               By:  Brandywine Midatlantic LLC, a Delaware
                                    limited liability company, its general
                                    partner

                                    By:   Brandywine Operating Partnership,
                                          L.P., a Delaware limited
                                          partnership, its sole member

                                          By:  Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*


                          RADNOR GP-SDC, L.L.C., a Delaware limited liability
                          company

                          By:  Radnor Properties Associates-II, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Radnor GP, L.L.C., a Delaware limited
                                    liability company, its general partner

                                    By:   Brandywine Midatlantic LP, a
                                          Delaware limited partnership, its
                                          sole member

                                          By:  Brandywine Midatlantic LLC, a
                                               Delaware limited liability
                                               company, its general partner

                                               By:  Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole
                                                    member

                                               By:  Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                       30


                          RADNOR GP-200 RC, L.L.C., a Delaware limited
                          liability company

                          By:  Radnor Properties-200 RC Holdings, L.P., a
                               Delaware limited partnership, its sole member

                               By:  Brandywine Radnor 200 Holdings LLC, a
                                    Delaware limited liability company, its
                                    general partner

                                    By:   Brandywine Operating Partnership,
                                          L.P., a Delaware limited
                                          partnership, its sole member

                                          By:  Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*


                                       31


                          RADNOR GP-201 KOP, L.L.C., a Delaware limited
                          liability company

                          By:  Radnor Properties Associates-II, L.P., a
                               Delaware limited partnership, managing member

                               By:  Radnor GP, L.L.C., a Delaware  limited
                                    liability company, its general partner

                                    By:   Brandywine Midatlantic LP, a
                                          Delaware limited partnership, its
                                          managing member

                                          By:  Brandywine Midatlantic LLC, a
                                               Delaware limited liability
                                               company, its general partner

                                               By:  Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole
                                                    member

                                               By:  Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                                       32


                          RADNOR GP-555 LA, L.L.C., a Delaware limited
                          liability company

                          By:  Radnor Properties Associates-II, L.P., a
                               Delaware limited partnership, managing member

                               By:  Radnor GP, L.L.C., a Delaware  limited
                                    liability company, its general partner

                                    By:   Brandywine Midatlantic LP, a
                                          Delaware limited partnership, its
                                          managing member

                                          By:  Brandywine Midatlantic LLC, a
                                               Delaware limited liability
                                               company, its general partner

                                               By:  Brandywine Operating
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, its sole
                                                    member

                                               By:  Brandywine Realty Trust, a
                                                    Maryland real estate
                                                    investment trust, its
                                                    general partner*


                          *    By: /s/ Gerard H. Sweeney
                                  -----------------------------------
                               Name: Gerard H. Sweeney
                               Title: President and Chief Executive Officer


                                       33


J.P. MORGAN SECURITIES INC.


By: /s/ Maria Sramek
    ------------------------------------
Name: Maria Sramek
Title: Vice President

BANC OF AMERICA SECURITIES LLC


By: /s/ Peter J. Carbone
  ------------------------------------
Name: Peter J. Carbone
Title: Vice President

On behalf of themselves and each of the other several Underwriters


                                       34


                                  SCHEDULE I

                                             Principal Amount
                                               of Designated
        Underwriter                             Securities
                                              to be Purchased

        J.P. Morgan Securities Inc. ........     $100,000,000
        Banc of America Securites LLC ......     $100,000,000
        Bear, Stearns & Co. Inc. ...........     $ 75,000,000
        SG Americas' Securities, LLC .......     $ 25,000,000
                                                 ============
        Total                                    $300,000,000
                                                 ============


                                       35


                                  SCHEDULE II

TITLE OF DESIGNATED SECURITIES:

      5.625% Notes due 2010

AGGREGATE PRINCIPAL AMOUNT:

      $300,000,000

PRICE TO PUBLIC:

      99.992% of the principal amount of the Designated Securities, plus accrued
      interest, if any, from December 20, 2005

PURCHASE PRICE BY UNDERWRITERS:

      99.392% of the principal amount of the Designated Securities, plus accrued
      interest, if any,  from December 20, 2005

FORM OF DESIGNATED SECURITIES:

      Book-entry only form represented by one or more global securities
      deposited with The Depository Trust Company ("DTC") or its designated
      custodian, to be made available for checking by the Representatives at
      least twenty-four hours prior to the Time of Delivery at the office of
      DTC.

SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:

      Federal or other same day funds

TIME OF DELIVERY:

      9:30 a.m. (New York City time), December 20, 2005

INDENTURE:

      Indenture, dated as of October 22, 2004, as supplemented by the First
      Supplemental Indenture, dated as of May 25, 2005 (the "Indenture"),
      among the Operating Partnership, the Guarantors and The Bank of New
      York, as Trustee

MATURITY:

      December 15, 2010


                                       36


INTEREST RATE:

      5.625% per annum

INTEREST PAYMENT DATES:

      June 15 and December 15, beginning on June 15, 2006

REDEMPTION PROVISIONS:

      As set forth in the Prospectus Supplement dated the date hereof relating
      to the Designated Securities (Make-Whole provision, with Reinvestment
      Rate of 0.20% plus relevant Treasury Constant Maturities)

SINKING FUND PROVISIONS:

      None

CONVERTIBILITY OR EXCHANGEABILITY PROVISIONS:

      None

DEFEASANCE PROVISIONS:

      As set forth in the Indenture.

GUARANTORS:

      Brandywine Realty Trust and the Subsidiary Guarantors named in the
      signature pages of this Pricing Agreement.

OTHER TERMS AND CONDITIONS:

      None

CLEAR MARKET PERIOD (Section 5(d) of the Underwriting Agreement):

      From date hereof through December 20, 2005.

CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:

      Simpson Thacher & Bartlett LLP
      425 Lexington Avenue
      New York, New York 10017


                                       37


NAMES AND ADDRESSES OF REPRESENTATIVES:

      Designated Representatives:

                J.P. Morgan Securities Inc.
                Banc of America Securities LLC

      Address for Notices, etc.:

                J.P. Morgan Securities Inc.
                270 Park Avenue
                New York, New York 10017

                Banc of America Securities LLC
                40 West 57th Street
                NY1-040-27-01
                New York, New York 10019
                Attention: High Grade Transaction Management/Legal


UNDERWRITERS COUNSEL:

      Simpson Thacher & Bartlett LLP

LIST OF FREE WRITING PROSPECTUSES
      (Section 2(e) of the Underwriting Agreement):

Term sheet substantially consistent with form of term sheet comprising Annex
II to the Underwriting Agreement

INFORMATION FURNISHED TO OPERATING PARTNERSHIP
  IN WRITING BY THE UNDERWRITERS THROUGH THE
  REPRESENTATIVES EXPRESSLY FOR INCLUSION IN
  PROSPECTUS, TIME OF SALE INFORMATION OR OTHER
  DOCUMENTS (Sections 2 and 9 of the
  Underwriting Agreement):

    As set forth in a letter delivered by the Representatives at the Time of
                                   Delivery


                                       38


                                  SCHEDULE III

                                      None


                                       39


                                   SCHEDULE IV

                          Four Tower Bridges Associates
                          Six Tower Bridges Associates




                                       40

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY ("DTC") TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



                     BRANDYWINE OPERATING PARTNERSHIP, L.P.

                        5.625% GUARANTEED NOTES DUE 2010


REGISTERED                                         PRINCIPAL AMOUNT $300,000,000
No. 1                                              CUSIP No. 105340AC7


                  BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited
partnership (the "Issuer", which term includes any successor entity under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co., as the nominee of DTC, or registered assigns, the principal sum
of THREE HUNDRED MILLION DOLLARS ($300,000,000) on December 15, 2010, unless
redeemed on any Redemption Date (as defined on the reverse hereof), and to pay
interest on the outstanding principal amount of this Note from December 20, 2005
(or from the most recent Interest Payment Date (as defined below) to which
interest has been paid or duly provided for), semiannually in arrears on June 15
and December 15 of each year, commencing on June 15, 2006 (the "Interest Payment
Dates"), at the rate of 5.625% per annum, until payment of said principal amount
has been paid or duly provided for. Interest on this Note will be computed on
the basis of a 360-day year of twelve 30-day months.

                  The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will be paid, as provided in the Indenture, to
the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the "Regular Record Date" for such





payment, which will be the June 1 and December 1 (regardless of whether such day
is a Business Day) immediately preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for on an Interest Payment Date
("Defaulted Interest") shall forthwith cease to be payable to the Holder on such
Regular Record Date, and may either be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, with notice whereof given by mail by or on behalf of
the Issuer to the Holder of this Note not less than 10 days prior to such
Special Record Date (which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment of such Defaulted Interest), or
may be paid at any time in any other lawful manner, all as more fully provided
for in the Indenture.

                  Payment of the principal of or Make-Whole Amount (as defined
on the reverse hereof), if any, and interest on this Note will be made at the
office or agency of the Issuer maintained by the Issuer for such purpose in the
Borough of Manhattan, The City of New York, which initially will be the
Corporate Trust Office of The Bank of New York, the Trustee for this Note under
the Indenture, located at 101 Barclay Street, Floor 8W, Attention: Corporate
Trust Administration, New York, New York 10286, in such coin or currency of the
United States as at the time of payment is legal tender for payment of public
and private debts; provided, however, that at the option of the Issuer payment
of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or by wire
transfer of funds to the Person entitled thereto at a bank account maintained in
the United States.

                  Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which such further provisions shall for
all purposes have the same effect as if set forth at this place.

                  Unless the certificate of authentication hereon has been
executed by or on behalf of The Bank of New York, the Trustee for this Note
under the Indenture, or its successor thereunder, by the manual signature of one
of its authorized officers, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.








                  IN WITNESS WHEREOF, the Issuer has caused this instrument to
be duly executed, manually or in facsimile, and an imprint or facsimile of its
seal to be imprinted hereon.



Dated: December 20, 2005





[SEAL]                                BRANDYWINE OPERATING PARTNERSHIP, L.P.

                                      By: Brandywine Realty Trust,
                                              as General Partner

                                               By:
                                                   -----------------------------
                                                   Name:  Gerard H. Sweeney
                                                   Title: President and Chief
                                                          Executive Officer


Attest:


By:
    --------------------------------------
    Name: Brad A. Molotsky
    Title:   General Counsel and Secretary


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Securities of the series designated therein
described in the within-mentioned Indenture.

                                      THE BANK OF NEW YORK,
                                          as Trustee


                                      By:
                                         ------------------------------
                                         Authorized Signatory









                                [REVERSE OF NOTE]

                     BRANDYWINE OPERATING PARTNERSHIP, L.P.

                        5.625% GUARANTEED NOTES DUE 2010

                  This Note is one of a duly authorized issue of securities of
the Issuer (the "Securities"), issued or to be issued under and pursuant to an
Indenture, dated as of October 22, 2004, as supplemented by the First
Supplemental Indenture dated as of May 25, 2005 (the "Indenture"), among the
Issuer, Brandywine Realty Trust (the "Parent Guarantor"), certain subsidiaries
of the Issuer (the "Subsidiary Guarantors," and together with the Parent
Guarantor, the "Guarantors") and The Bank of New York, as Trustee (the
"Trustee," which term includes any successor Trustee under the Indenture with
respect to the series of Securities of which this Note is a part), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Issuer, the Guarantors, the
Trustee and the Holders of the Securities and the terms upon which the
Securities are to be authenticated and delivered. The Securities may be issued
in one or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption provisions (if any), and
may otherwise vary as provided in the Indenture. This Note is one of a series of
Securities designated as the "5.625% Guaranteed Notes due 2010" of the Issuer
(the "Notes"), initially limited in aggregate principal amount to $300,000,000.
The Issuer may, from time to time, without the consent of the Holders, issue and
sell additional Securities ranking equally with the Notes and otherwise
identical in all respects (except for their date of issuance, issue price and
the date from which interest payments thereon shall accrue) so that such
additional Securities shall be consolidated and form a single series with the
Notes.

                  The Notes are fully and unconditionally guaranteed as to the
due and punctual payment of principal of and Make-Whole Amount, if any, and
interest on the Notes by the Company and the Subsidiary Guarantors.

                  All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

                  The Issuer may redeem this Note, at any time in whole or from
time to time in part, at the option of the Issuer, at a redemption price equal
to the sum of (i) 100% of the aggregate principal amount being redeemed plus
accrued but unpaid interest thereon to the date fixed for redemption (the
"Redemption Date") and (ii) the Make-Whole Amount, if any, with respect thereto
(the "Redemption Price"); provided, however, that interest installments due on
an Interest Payment Date which is on or prior to the Redemption Date will be
payable to the Holder hereof (or one or more Predecessor Securities) as of the
close of business on the Regular Record Date preceding such Interest Payment
Date.

                  If notice has been given as provided in the Indenture and
funds for the redemption of this Note or any part thereof called for redemption
shall have been made available on the Redemption Date, this Note or such part
thereof will cease to bear interest on the Redemption Date referred to in such
notice and the only right of the Holder will be to receive payment of the





Redemption Price. Notice of any optional redemption of any Notes will be given
to the Holder hereof (in accordance with the provisions of the Indenture), not
more than 60 nor less than 30 days prior to the Redemption Date. The notice of
redemption will specify, among other things, the Redemption Price and the
aggregate principal amount of Notes to be redeemed. In the event of redemption
of this Note in part only, a new Note of like tenor for the unredeemed portion
hereof and otherwise having the same terms and provisions as this Note shall be
issued by the Issuer in the name of the Holder hereof upon the presentation and
surrender hereof.

                  "Make-Whole Amount" means the excess, if any, of (i) the
aggregate present value as of the Redemption Date of each dollar of principal
being redeemed and the amount of interest, exclusive of interest accrued to the
Redemption Date, that would have been payable in respect of each such dollar if
such redemption had not been made, determined by discounting, on a semi-annual
basis, such principal and interest at the Reinvestment Rate, determined on the
third Business Day preceding the date such notice of redemption is given, from
the respective dates on which such principal and interest would have been
payable if such redemption had not been made, to the Redemption Date, over (ii)
the aggregate principal amount being redeemed.

                  "Reinvestment Rate" means 0.20% plus the arithmetic mean of
the yields under the heading "Week Ending" published in the most recent
Statistical Release under the caption "Treasury Constant Maturities" for the
maturity, rounded to the nearest month, corresponding to the remaining life to
maturity, as of the Redemption Date, of the principal amount being redeemed. If
no maturity exactly corresponds to such maturity, yields for the two published
maturities most closely corresponding to such maturity shall be calculated
pursuant to the immediately preceding sentence and the Reinvestment Rate shall
be interpolated or extrapolated from such yields on a straight-line basis,
rounding in each of such relevant periods to the nearest month. For the purpose
of calculating the Reinvestment Rate, the most recent Statistical Release
published prior to the date of determination of the Make-Whole Amount shall be
used. If the format or content of the Statistical Release changes in a manner
that precludes determination of the Treasury yield in the above manner, then the
Treasury yield shall be determined in the manner that most closely approximates
the above manner, as reasonably determined by the Issuer.

                  "Statistical Release" means the statistical release designated
"H.l5(519)" or any successor publication which is published weekly by the
Federal Reserve System and which reports yields on actively traded United States
government securities adjusted to constant maturities or, if such statistical
release is not published at the time of any required determination under the
Indenture, then such other reasonably comparable index designated by the Issuer.

                  This Note is not subject to repayment at the option of the
Holder thereof. In addition, this Note is not entitled to the benefit of, and is
not subject to, any sinking fund.

                  In case an Event of Default with respect to this Note shall
have occurred and be continuing, the principal of and Make-Whole Amount, if any,
and interest on this Note may automatically become or may be declared, and upon
such declaration shall become, due and payable, in the manner, with the effect
and subject to the conditions provided in the Indenture.





                  The Indenture permits, with certain exceptions as therein
provided, the Issuer, the Guarantors and the Trustee with the consent of the
Holders of more than 50% in principal amount of the Notes at the time
Outstanding, to execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of modifying in any manner the rights of the Holders of the
Notes; provided, however, that, without the consent of the Holder of each
Security affected thereby, no such supplemental indenture shall, among other
things: (i) change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Security, (ii) reduce the principal amount
of or premium, if any, or interest on any Security; (iii) change the Place of
Payment on any Security or the currency or currency unit in which any Security
or the principal thereof or premium, if any, or interest thereon is payable;
(iv) impair the right to institute suit for the enforcement of any such payment
on or after the Stated Maturity thereof; (v) reduce or alter the method of
computation of any amount payable upon redemption, repayment or purchase of any
Security by the Issuer and the Guarantors (or the time when such redemption,
repayment or purchase may be made); (vi) modify or affect in any manner adverse
to Holders of any Securities the terms of the obligations of any of the
Guarantors in respect of the due and punctual payment of principal of or
premium, if any, or interests on any Security or (vii) reduce the percentage in
principal amount of the Outstanding Securities of any particular series, the
consent of the Holders of which is required for any such supplemental indenture.
The Indenture also permits the Issuer, the Guarantors and the Trustee to enter
into one or more supplemental indentures, without the consent of any Holders of
the Notes, to, among other things: (i) evidence the succession of another person
as obligor or a guarantor under the Indenture; (ii) add covenants of the Issuer
or any of the Guarantors for the benefit of Holders of Securities; (iii) add
events of default for the benefit of Holders of Securities; (iv) secure, or add
additional guarantees with respect to, the Securities; (v) provide for the
acceptance of appointment by a successor trustee; (vi) cure any ambiguity,
defect or inconsistency in the Indenture, provided that such action will not
adversely affect the interests of Holders of Securities of any series in any
material respects; and (vii) supplement any provisions of the Indenture to
permit or facilitate defeasance or discharge of any series of Securities
provided that such action will not adversely affect the interests of Holders of
Securities of any series in any material respect.

                  The Indenture also contains provisions permitting the Holders
of more than 50% in principal amount of the Outstanding Securities of a series,
on behalf of the Holders of all of the Securities of such series, to waive
compliance by the Issuer and the Guarantors with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences
with respect to a Security, except a default in the payment of principal of or
interest, if any, on such Security or a default with respect to a covenant or
provision of the Indenture, which cannot be amended without the consent of the
Holder of such Security.

                  This Note is issuable only in registered form, without
coupons, in denominations of $5,000 and integral multiples of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, this Note is exchangeable for a like aggregate principal amount of
Notes as requested by the Holder surrendering the same. If (x) the Depositary is
at any time unwilling or unable to continue as depositary and a successor
Depositary is not appointed by the Issuer within 90 days after the Issuer
receives such notice or becomes aware of such ineligibility, (y) the Issuer
delivers to the Trustee an Issuer Order to the effect that this Note shall be
exchangeable or (z) an Event of Default has occurred and is continuing with
respect to the Notes, this Note shall be exchangeable for Notes in definitive
form and in an equal aggregate principal amount. Such definitive Notes shall be
registered in such name or names as the Depositary shall instruct the Trustee.





                  As provided in the Indenture and subject to certain
limitations set forth therein and above, the transfer of this Note may be
registered on the Security Register of the Issuer, upon surrender of this Note
for registration of transfer at the office or agency of the Issuer in the
Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Issuer duly
executed by, the Holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Notes of authorized denominations and for the same
aggregate principal amount will be issued to the designated transferee or
transferees.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and the Make-Whole
Amount, if any, and interest on this Note at the time, place and rate, and in
the coin or currency, herein and in the Indenture prescribed, or impair the
obligations of the Guarantors in respect of their unconditional guarantees of
the aforementioned payments.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  Prior to due presentment of this Note for registration of
transfer, the Issuer, any of the Guarantors, the Trustee and any agent of the
Issuer, any of the Guarantors or the Trustee may treat the Person in whose name
this Note is registered as the Holder of this Note for all purposes, whether or
not this Note be overdue, and none of the Issuer, the Guarantors or the Trustee
nor any such agent shall be affected by notice to the contrary.

                  Certain of the Issuer's and the Guarantors' obligations under
the Indenture with respect to any series of Securities may be terminated if the
Issuer or any of the Guarantors irrevocably deposits with the Trustee money or
Government Obligations sufficient to pay and discharge the entire indebtedness
on all such Securities, as provided in the Indenture.

                  No recourse shall be had for the payment of the principal of
or Make-Whole Amount, if any, or the interest, if any, on this Note, or for any
claim based thereon, or upon any obligation, covenant or agreement of the Issuer
or any of the Guarantors in the Indenture, against any incorporator, limited
partner, shareholder, trustee, director, officer or employee, as such, past,
present of future, of the Issuer, of any of the Guarantors or of any successor
entity to the Issuer or any Guarantor, whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment of penalty or
otherwise; and all such personal liability is expressly released and waived as a
condition of, and as part of the consideration for, the issuance of this Note.

                  THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.








                            ASSIGNMENT/TRANSFER FORM



                  FOR VALUE RECEIVED the undersigned registered Holder hereby
sell(s), assign(s) and transfer(s) unto (insert Taxpayer Identification No.)
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)_______________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ________________________________________ attorney to transfer said
Note on the books of the Issuer with full power of substitution in the premises.



Date: ____________________



                                                     ___________________________

                                                     NOTICE: The signature of
                                                     the registered Holder to
                                                     this assignment must
                                                     correspond with the name as
                                                     written upon the face of
                                                     the within instrument in
                                                     every particular, without
                                                     alteration or enlargement
                                                     or any change whatsoever.

                                                                     Exhibit 5.1

                               December 20, 2005



Brandywine Operating Partnership, L.P.
Brandywine Realty Trust
401 Plymouth Road
Suite 500
Plymouth Meeting, PA 19462

Ladies and Gentlemen:

            We have served as counsel to Brandywine Operating Partnership, L.P.,
a Delaware limited partnership (the "Operating Partnership"), Brandywine Realty
Trust, a Maryland real estate investment trust (the "Company"), and the
subsidiaries of the Operating Partnership named as Subsidiary Guarantors in the
Registration Statement (as defined below) (the Subsidiary Guarantors, together
with the Operating Partnership and the Company, the "Issuers") in connection
with the offer and sale of $300,000,000 principal amount 5.625% notes due 2010
(the "Notes") of the Operating Partnership and the issuance of the unconditional
guarantees of the Notes by the Company and each of the Subsidiary Guarantors
(the "Guarantees," and together with the Notes, the "Securities"), pursuant to a
Registration Statement on Form S-3 (Registration No. 333-124681) (the
"Registration Statement"), filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"). The
Notes will be issued pursuant to an Underwriting Agreement, dated as of December
15, 2005 (the "Underwriting Agreement"), by and among J.P. Morgan Securities
Inc., Banc of America Securities LLC, the Operating Partnership, the Company and
the Subsidiary Guarantors. Capitalized terms used but not defined herein shall
have the meanings given to them in the Registration Statement.

            In connection with our representation of the Issuers, and as a basis
for the opinions hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):

            1. The Registration Statement and the related form of prospectus
(the "Prospectus") relating to the Securities included therein in the form in
which it was transmitted to the Commission under the Act;

            2. The global note evidencing the Notes.

            3. The Certificate of Limited Partnership of the Operating
Partnership (the "Partnership Certificate"), certified as of a recent date by
the Office of the Secretary of State of the State of Delaware;



            4. The Amended and Restated Agreement of Limited Partnership of the
Operating Partnership, as amended through the date hereof (the "Partnership
Agreement"), certified as of a recent date by an officer of the Company in its
capacity as the general partner of the Operating Partnership;

            5. The Amended and Restated Declaration of Trust of the Company, as
amended and supplemented through the date hereof (the "Declaration of Trust"),
certified as of a recent date by the State Department of Assessments and
Taxation of Maryland;

            6. The Bylaws of the Company (the "Bylaws") as amended through the
date hereof, certified as of a recent date by an officer of the Company;

            7. The certificate of limited partnership, partnership agreement,
certificate of formation, limited liability company agreement, certificate or
articles of incorporation, bylaws and declaration of trust, as applicable, of
each Subsidiary Guarantor (the "Subsidiary Charters");

            8. A certificate of the Office of the Secretary of State of the
State of Delaware as to the good standing of the Operating Partnership, dated as
of a recent date;

            9. A certificate of the State Department of Assessments and Taxation
of Maryland as to the good standing of the Company, dated as of a recent date;

            10. Certificates of public officials in the jurisdiction of
incorporation, formation or organization and by other jurisdictions, as
applicable, of each of the Subsidiary Guarantors as to the good standing of the
Subsidiary Guarantors.

            11. Resolutions (the "Resolutions") adopted by the Board of Trustees
of the Company, or a duly authorized committee thereof (acting on behalf of the
Company in its own capacity and its capacity as the general partner of the
Operating Partnership), and resolutions adopted by the board of directors of the
corporate Subsidiary Guarantors, relating to the issuance of the Securities,
certified as of a recent date by an officer of the Company;

            12. The Underwriting Agreement, certified as of a recent date by an
officer of the Company;

            13. The Indenture dated as of October 22, 2004, by and among the
Issuers and The Bank of New York as Trustee (as supplemented and/or amended,
including by the First Supplemental Indenture dated as of May 25, 2005, the
"Indenture"); and

            14. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth below, subject to the assumptions,
limitations and qualifications stated herein.

            In expressing the opinions set forth below, we have assumed the
following:

            1. Each individual executing any of the Documents, whether on behalf
of such individual or another person, is legally competent to do so;



            2. Each individual executing any of the Documents on behalf of a
party (other than the Issuers) is duly authorized to do so;

            3. Each of the parties (other than the Issuers) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and the obligations of such party set forth
therein are legal, valid and binding and are enforceable in accordance with all
stated terms;

            4. All Documents submitted to us as originals are authentic. All
Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all Documents are genuine. All public
records reviewed or relied upon by us or on our behalf are true and complete.
All statements and information contained in the Documents are true and complete.
There has been no oral or written modification of or amendment to any of the
Documents, and there has been no waiver of any provision of any of the
Documents, by action or omission of the parties or otherwise.

            5. The Securities will not be issued or transferred in violation of
any restriction contained in the Indenture, the Partnership Certificate, the
Partnership Agreement, the Declaration of Trust, the Bylaws or the Subsidiary
Charters.

            To the extent that the obligations of the Issuers under the
Indenture may be dependent upon such matters, we have assumed for purposes of
this opinion that the Trustee is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Trustee is
duly qualified to engage in the activities contemplated by the Indenture; that
the Indenture has been duly authorized, executed and delivered by the Trustee
and constitutes the valid and binding obligation of the Trustee enforceable
against the Trustee in accordance with all applicable laws and regulations; and
that the Trustee has the requisite organization and legal power and authority to
perform its obligations under the Indenture.

            Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:

            1. The Operating Partnership is a limited partnership duly formed,
validly existing and in good standing under the laws of the State of Delaware.

            2. The Company is a real estate investment trust duly formed and
existing under and by virtue of the laws of the State of Maryland and is in good
standing with the State Department of Assessments and Taxation of Maryland.

            3. Each of the Subsidiary Guarantors is duly incorporated, formed or
organized and existing as a corporation or other entity and in good standing in
the jurisdiction of its incorporation, formation or organization.

            4. The Notes are duly authorized for issuance and, when and if
issued and delivered against payment therefor and otherwise in accordance with
the Partnership Certificate, Partnership Agreement, the Resolutions, the
Underwriting Agreement and the Indenture, will constitute valid and binding
obligations of the Operating Partnership.




            5. The Guarantees of the Company are duly authorized for issuance
and, when and if issued and delivered against payment for the Notes and
otherwise in accordance with the Declaration of Trust, the Bylaws, the
Resolutions, the Underwriting Agreement and the Indenture, will constitute valid
and binding obligations of the Company.

            6. The Guarantees of each of the Subsidiary Guarantors are duly
authorized for issuance and, when and if issued and delivered against payment
for the Notes and otherwise in accordance with the Subsidiary Charters, the
Resolutions, the Underwriting Agreement and the Indenture, will constitute valid
and binding obligations of the Subsidiary Guarantors.

            In addition to the qualifications, exceptions and limitations
elsewhere set forth in this opinion letter, our opinions expressed above are
also subject to the effect of: (a) bankruptcy, insolvency, reorganization,
moratorium and other laws affecting creditors' rights (including, without
limitation, the effect of statutory and other law regarding fraudulent
conveyances, fraudulent transfers and preferential transfers), and (b) the
exercise of judicial discretion and the application of principles of equity,
good faith, fair dealing, reasonableness, conscionability and materiality
(regardless of whether the applicable agreements are considered in a proceeding
in equity or at law).

            The foregoing opinions are limited to the substantive laws of the
State of Delaware, the State of Maryland, the State of New Jersey, the State of
New York, the Commonwealth of Pennsylvania and the Commonwealth of Virginia and
we do not express any opinion herein concerning any other law. We express no
opinion as to compliance with any federal or state securities laws, including
the securities laws of the State of Delaware, the State of Maryland, the State
of New Jersey, the State of New York, the Commonwealth of Pennsylvania and the
Commonwealth of Virginia, or as to federal or state laws regarding fraudulent
transfers. We assume no obligation to supplement this opinion letter if any
applicable law changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date hereof.

            This opinion letter is being furnished to you for your submission to
the Commission as an exhibit to the reports filed on Form 8-K (the "Form 8-K
Reports") to be filed by the Operating Partnership and by the Company with the
Commission on or about the date hereof. We hereby consent to the filing of this
opinion as an exhibit to the Form 8-K Reports and to the use of the name of our
firm therein and under the section "Legal Matters" in the Prospectus included in
the Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Act.

                               Very truly yours,

                               /s/ Pepper Hamilton LLP

                               Pepper Hamilton LLP